This offer and the draft offer
document remain subject to the review of the AMF
This announcement is not an offer of securities
nor any form of solicitation in the United States or in any other
jurisdiction. The offer described below may
only be commenced following approval by the French Autorité des
marchés financiers |
Press release relating to
the filing of a draft simplified tender offer on
the shares of |
FIMALAC |
initiée par la société Groupe Marc de
Lacharrière |
presented by |
BNP PARIBAS CREDIT AGRICOLE -
CIB
SOCIETE GENERALE - CIB
|
Price of the Offer: 131 euros per Fimalac share (ex-coupon)
Timetable of the offer: 10 trading days
The timetable of the offer will be determined by the Autorité des marchés financiers (the French financial
markets authority, « AMF ») in
accordance with its general regulation |
|
AMF - AUTORITE DES MARCHES
FINANCIERS
This press release relating to the filing with the AMF, on 30 May
2017, by Groupe Marc de Lacharrière of a draft simplified tender
offer on the shares of Fimalac, was prepared and disseminated in
accordance with the provisions of articles 231-16 III and 231-17 of
the AMF's general regulation.
This offer and the draft offer document remain
subject to the AMF's review |
The draft offer document is available on the websites
of Fimalac (www.fimalac.com) and the AMF (www.amf-france.org), and
can be obtained free of charge from:
-
Groupe Marc de Lacharrière, at 97 rue de Lille,
75007 Paris, France and at the registered office;
-
BNP Paribas, 4 rue d'Antin, 75002 Paris,
France;
-
Crédit Agricole Corporate and Investment Bank,
12, place des Etats-Unis - 92120 Montrouge, France;
-
Société Générale, CORI/COR/FRA, 75886 Paris
cedex 18, France.
In accordance with the provisions of article 231-28 of the AMF's
general regulation, information on Groupe Marc de Lacharrière's
legal, financial, and accounts characteristics, among others, will
be made available to the public in the same manner as mentioned
above, no later than on the day preceding the opening of the
simplified tender offer. |
1.
Presentation of the Offer
In accordance with Title III of
Book II and more specifically of the articles 231-13, 233-1, 1°
et seq. of the AMF's general regulation,
Groupe Marc de Lacharrière, a French société
anonyme, with a share capital of € 30,932,736, having its
registered office at 11 bis, rue Casimir Périer, 75007 Paris,
France (mailing address: 97, rue de Lille, 75007 Paris, France),
and registered with the trade and companies register of Paris under
number 331 604 983 (« Groupe Marc de
Lacharrière », « GML » or
the « Initiator »), has irrevocably
undertaken before the AMF to offer to all shareholders of F. Marc
de Lacharrière (Fimalac), a French société
anonyme, with a share capital of € 10,680,000, having its
registered office at 97, rue de Lille, 75007 Paris, France and
registered with the trade and companies register of Paris under
number 542 044 136 (« Fimalac » or
the « Company »), whose shares are
listed on compartment A of the regulated market of Euronext in
Paris (« Euronext Paris ») under
ISIN code FR0000037947, to acquire under a simplified tender offer
(the « Offer »), which shall, as the
case may be, be followed by a mandatory squeeze-out (the
« Squeeze-Out »), at a price of 131
euros per share (ex-coupon) (the « Offer
Price»), under the terms and conditions of the Offer described
below, all existing shares (including the Free Shares (as defined
in section 2.1.3 of the draft offer document)) not held by the
Initiator or assimilated to the shares held by the Initiator, i.e.,
to the knowledge of the Initiator as of the date of the draft offer
document, a maximum of 1,461,354 shares representing 5.92% of the
share capital and 6.20% of the voting rights[1].
It is specified that:
(i)
the assimilated shares which are not targeted by the Offer include
at the date of the draft offer document[2]:
-
the Fimalac shares held by Mr. Marc Ladreit de Lacharrière, some
members of his family and other persons connected with GML, acting
in concert with GML (see sections 1.2.2 and 1.4 of the draft offer
document), representing together 0.74% of the share capital and
0.89% of the voting rights of the Company assimilated with those
held by the Initiator pursuant to article L. 233-9, I, 3° of the
French code de commerce;
-
the treasury shares held by the Company, representing 0.19% of the
share capital of the Company, assimilated with those held by the
Initiator pursuant to article L. 233-9, I, 2° of the French
code de commerce.
(ii)
the Free Shares (as defined in section 2.1.3 of the draft offer
document) which will be subject to a Liquidity Agreement (as
defined in section 2.1.3 of the draft offer document) entered into
prior to the closing of the Offer will also be assimilated to the
shares held by the Initiator pursuant to article L. 233-9, 4° of
the French code de commerce and may not be
tendered into the Offer nor transferred to the Initiator in the
event of a potential squeeze-out (see section 2.2).
As of the date of the draft offer
document, with the exception of the ordinary shares of Fimalac and
the Free Shares (as defined in section 2.1.3 of the draft offer
document), to the knowledge of the Initiator, there are no other
rights, securities or financial instruments giving immediate of
deferred access to the share capital or the voting rights of the
Company.
The Offer is presented by BNP
Paribas, Crédit Agricole Corporate and Investment Bank and Société
Générale (the « Presenting Banks »).
Only BNP Paribas and Crédit Agricole Corporate and Investment Bank
guarantee, in accordance with the provisions of article 231-13 of
the AMF's general regulation, the content and irrevocable nature of
the undertakings given by the Initiator in connection with the
Offer.
The Offer will be made pursuant to
the simplified procedure in accordance with the provisions of
articles 233-1 et seq. of the AMF's general
regulation and will remain open for a duration of ten (10) trading
days, in accordance with a timetable to be determined by the
AMF.
2.
Context of the Offer
2.1. Advantages and
motives of the Offer
As of the date of the draft offer
document, the Initiator holds[3] :
-
directly, 23,010,282 shares, representing 93.16% of the share
capital and 92.72% of the voting rights of the Company; and
-
in concert with Mr. Marc Ladreit de Lacharrière, some members of
his family and other persons connected with GML (see sections 1.2.2
and 1.4 of the draft offer document), 23,192,450 Fimalac shares
representing 93.90% of the share capital and 93.61% of the voting
rights of the Company (excluding treasury shares held by the
Company).
The timing contemplated by GML for
this Offer allows GML to give minority shareholders of Fimalac an
opportunity to exit from the share capital under good conditions,
GML having the opportunity to currently benefit from a favorable
financing window to borrow at a low interest rate before a possible
sustained increase in interest rates.
From a stock market perspective,
the Offer allows to address the lack of liquidity affecting Fimalac
shares, given lower-than-expected volumes traded on the market over
the last months. Moreover, speculative movements based on the
expectation of a delisting from Euronext Paris have led to an
unusual volatility of the Fimalac share price. The contemplated
Offer would ensure immediate liquidity to the shareholders, at a
price representing a premium over the share price.
Furthermore, certain activities of
Fimalac have faced difficult economic conditions since late 2015,
especially in tourism, leisure and entertainment. If the uncertain
economic environment and risk factors remain for these activities,
the Group's future results could be adversely affected in the
pessimistic scenarios.
With this Offer, GML offers to
Fimalac shareholders a premium of 19.1% on the last share price of
Fimalac as of 12 May 2017, the last full trading day prior to the
date of announcement of the Offer, and premiums of 20.2% and 40.5%
on the average share prices weighted by the volumes over
respectively a three month-period and a two year-period prior to
that date. The Company does not intend to resort to equity markets
in the future to obtain funding. In addition, recurring costs
induced by the Euronext Paris listing and the regulatory
constraints relating thereto now seem disproportionate against the
poor liquidity of the share and more generally the benefit of the
listing.
For these reasons, the Initiator
intends, if the conditions are met after the Offer, to implement a
Squeeze-Out, in accordance with the provisions of articles 237-14
et seq. of the AMF's general regulation, in
order have the shares not tendered to the Offer transferred to it
in exchange for a compensation of 131 euros per share (ex-coupon),
equal to the Offer Price, net of all fees.
In this context, the Initiator has
appointed the Presenting Banks, which have performed a valuation of
Fimalac's shares. In accordance with article 261-1 of the AMF's
general regulation, Fimalac has also appointed the firm Associés en Finance, as independent expert by a
decision of Fimalac's board of directors dated
15 May 2017, for the purpose of preparing a report on the
terms and financial conditions of the Offer, followed, as the case
may be, by a Squeeze-Out.
The valuation assessment of the
Offer Price is presented in section 3 of the draft offer document.
The report of the independent expert will be reproduced in full in
the Company's document in response to the offer.
2.2. Initiator's
intention of the next twelve months
Strategy
Fimalac intends to continue its
operations according to the current strategy. The Offer will have
no direct impact on its industrial, commercial and financial
strategy.
Employment matters
The Offer will have no direct
impact on employment matters.
Dividend distribution policy
The board of directors of the
Company decided, during its meeting on 6 April 2017, to
submit to the shareholders' ordinary and extraordinary general
meeting to be held on 13 June 2017, the distribution of a
dividend of € 2.10 per share. The price of the Offer,
expressed ex-dividend, takes into account such dividend
proposal.
The Initiator will reassess the
Company's dividend policy, as the case may be, after the
Squeeze-Out, in accordance with applicable laws and the by-laws of
the Company, and according to its distributive capacity and its
financing needs.
Composition of the governing and management bodies after
the Offer
The Initiator will reassess the
composition of the governing bodies and of the board of directors
of Fimalac, as the case may be, following the Squeeze-Out.
Synergies, economic gains and merger plans
The Offer is not part of a
contemplated merger with other companies. As the case may be, the
Initiator reserves the right to consider the opportunity of a
merger between the Company and GML following the Squeeze-Out.
Mandatory Squeeze-Out and delisting from Euronext
Paris
If, following the Offer, the
Initiator holds a sufficient number of shares, the Initiator
intends, in accordance with the provisions of articles 237-14 to
237-16 of the AMF's general regulation, to request the AMF, within
ten (10) trading days following the publication of the result of
the Offer, and, in any event, within a maximum of three (3) months
from the closing of the Offer, to implement the Squeeze-Out by way
of transfer of Fimalac' shares which would not have been tendered
to the Offer (other than the Assimilated Free Shares, as described
below, and the shares held by the persons acting in concert with
the Initiator), provided however that such shares do not represent
more than 5% of the share capital or the voting rights of the
Company.
It is specified that, for the
purpose of determining whether the Initiator reached the 95%
threshold of the Company's share capital and voting rights has been
attained, the Initiator will be deemed to hold, in addition to the
shares tendered to the Offer and those held by the persons acting
in concert with the Initiator, the Free Shares that have been
subject to a Liquidity Agreement prior to the closing of the Offer
as described in paragraph 2.1.3 of the draft offer document and the
treasury shares held by the Company.
In the event of a Squeeze-Out, it
is contemplated that the Fimalac' shares that have not been
tendered to the Offer (other than the Assimilated Free Shares, the
treasury shares held by the Company and the shares held by the
persons acting in concert with the Initiator) will be transferred
to the Initiator in consideration for an compensation equal to the
Offer Price, being 131 euros per Fimalac' share (ex-coupon). The
Fimalac' shares will be delisted from Euronext Paris on the trading
day following the implementation of the Squeeze-Out.
The Offeror also reserves the
right, in the event that (i) it comes to hold, directly or
indirectly, at least 95% of the voting rights of Fimalac (taking
into account the Assimilated Free Shares), and (ii) where a
mandatory squeeze-out would not have been implemented under the
conditions described above, to file with the AMF a public buy-out
offer followed by a mandatory delisting of Fimalac' shares not
directly or indirectly held by the Initiator under the conditions
of articles 236-1 et seq. and 237-14 et seq.
of the AMF's general regulation.
Furthermore, in the event that it
would not be in a position to implement the Squeeze-Out, the
Initiator reserves the right to request Euronext Paris the
delisting of the Company' shares from the regulated market of
Euronext Paris.
Such delisting could take place
under the conditions set out in Article P. 1.4.2 of Book II of the
Euronext Rules Book following a takeover bid undertaken under
normal condition if (i) GML held, alone or in concert, at least 90%
of the Company's voting rights at the date of the delisting
request, (ii) the total amount traded on the shares of the Company
within the last 12 months preceding the application for delisting
represented less than 0.5% of the Company's market capitalization,
(iii) the application for delisting was filed 180 (calendar) days
after the takeover bid undertaken under normal condition and this
this Offer, (iv) GML pledged, for a period of 3 months from the
closing of the takeover bid undertaken under normal condition, to
acquire, at a price equal to the tender price, the shares held by
minority shareholders who would not have tendered their shares to
the offer, and (v) GML pledged for a transitional period of
one annual financial period following the year in which the
delisting of the Company was effective to disclose all crossing of
the threshold of 95% of the share capital or the voting rights of
the Company, whether upwards or downwards, and not to propose
directly or indirectly to the agenda of a general meeting of
shareholders of the Company to amend its corporate form to become a
société par actions simplifiée.
It is reminded that, pursuant to
articles 6905/1 et seq. of the Euronext
harmonized rules book, Euronext Paris may delist securities
admitted to its markets at the issuer's written request, which
shall state the reasons for its request. Euronext Paris may only
agree to such request if the liquidity of the shares is greatly
reduced following the Offer and the delisting is not contrary to
the market interests and complies with the Euronext market rules,
subject to the opposition right of the AMF. Euronext Paris could
thus decide not to proceed with the delisting of shares as
requested by an issuer if such a delisting would prejudice the
fair, orderly and efficient functioning of the market. Euronext
Paris may also decide a delisting of the securities subject to any
additional conditions it deems appropriate.
2.3. Agreements
likely to have an impact on the assessment or the outcome of the
Offer
GML is acting in concert with Mr.
Marc Ladreit de Lacharrière and some members of his
family[4].
Furthermore, Mr. Bernard de Lattre (member of the board of
directors of Fimalac) as well as Mrs. Véronique Morali entered with
GML, on 29 May 2017, into a concertation agreement, constituting a
concert within the meaning of article L. 233-10 of the French
code de commerce, whereby the parties
undertake, in particular, to consult each other prior to any
decision of the board of directors or the shareholders' general
meeting of Fimalac in which a party would attend. The details of
the shareholding of each of these persons acting in concert with
GML are described in section 2.2 of the draft offer document.
With the exception of the
Liquidity Agreements relating to the Free Shares which may be
entered into, as described in section 2.1.4 of the draft offer
document, and the consultation agreement described above, there is
no agreement in connection with the Offer or likely to have a
material impact on the assessment of the Offer or its outcome.
3.
Terms of the Offer
In the context of this Offer,
which shall be carried out under the simplified procedure governed
by articles 233-1 et seq. of the AMF's general
regulation, the Initiator irrevocably undertakes to acquire from
Fimalac shareholders, at the Offer Price, all Fimalac shares
tendered to the Offer during ten (10) trading days, subject to the
terms and conditions of the Offer.
The decision of the board of
directors of the Company to propose to the shareholders' ordinary
and extraordinary general meeting on 13 June 2017 the distribution
of a dividend of € 2.10 per share is taken into account in the
Offer Price.
4.
Indicative timetable of the Offer
Prior to the opening of the Offer,
the AMF will publish a notice announcing the opening and the
timetable (avis d'ouverture et de calendrier)
of the Offer, and Euronext Paris will publish a notice announcing
the terms and timetable of the Offer.
An indicative timetable is
proposed below:
30 May
2017
|
Filing of the Offer and the draft
offer document of the Company with the AMF |
Draft offer document made
available to the public and available online on the website of the
AMF and of the Company |
6 June 2017 |
Filing with the AMF of the draft document of the
Company in response to the offer, including the independent
expert's report and made available to the public and online on the
website of the AMF (www.amf-france.org) of such draft document of
the Company in response to the offer |
20 June
2017 |
AMF clearance decision on the
Offer affixing visa on the Initiator's offer document and the
document of the Company in response to the offer, and the
Initiator's offer document and the document of the Company in
response to the offer made available to the public and online on
the website of the AMF (www.amf-france.org) |
21 June 2017 |
"Other information" document relating to the legal,
financial and accounting characteristics of the Initiator made
available to the public and online on the website of the AMF
(www.amf-france.org) and dissemination of a press release informing
these documents are available |
21 June
2017 |
"Other information" document
relating to the legal, financial and accounting characteristics of
the Company made available to the public and online on the website
of the AMF (www.amf-france.org) and dissemination of a press
release informing these documents are available |
22 June 2017 |
Opening of the Offer |
6 July
2017 |
Closing of the Offer |
7 July 2017 |
Publication by the AMF of the notice of the results of
the Offer |
17 July
2017 |
Implementation of the
Squeeze-Out, as the case may be |
5.
Summary of the elements of assessment of the Offer Price
The valuation assessment of the
Offer Price, being 131 euros (ex € 2.10 dividend) per Fimalac
share, have been prepared by the Presenting Banks, on behalf of the
Initiator and with its full agreement (including regarding the
different valuation methods and the assumptions taken), based on
publicly available information and written or oral information
disclosed by the Company or on its behalf. This information was
considered to be realistic and reasonable, and has not been
independently verified by the Presenting Banks.
It should be noted that the Offer
Price reflects the decision of the board of directors to submit to
the vote at the combined shareholders meetings on 13 June 2017, the
distribution of a € 2.10 dividend per Fimalac share.
The assessment of the Offer Price
has been conducted using a multi-criteria approach based on
valuation methodologies commonly used and appropriate for the
proposed transaction, while taking into account the specificities
of Fimalac, a listed financial holding with several subsidiaries
and several listed and unlisted equity interests, as shown in the
chart presented on the website of the Company (www.fimalac.fr) in
the section "About Fimalac".
Valuation summary of Fimalac - Net asset
value
The value recognized for the price
of the Offer is 131 euros per share (€ 2.10 dividend
detached), being the result of the central scenario taking into
consideration the potential disposal of Fimalac's interest in Fitch
as of today, given the agreement with Hearst and the existence of a
put option with an undetermined duration at Fimalac's hand and
exercisable as of now.
Activity /
Subsidiaries |
% of holding |
Equity stake held by
Fimalac (€m) |
Corresponding price per
Fimalac share (€) |
Min. |
Avg. |
Central case |
Max. |
Min. |
Avg. |
Central case |
Max. |
|
|
|
|
|
|
|
|
|
|
Fitch |
20% |
1 151 |
1 354 |
1 502 |
1 558 |
47 |
55 |
61 |
63 |
Groupe
Barrière |
40% |
218 |
244 |
244 |
271 |
9 |
10 |
10 |
11 |
SFCMC |
10% |
22 |
33 |
33 |
44 |
1 |
1 |
1 |
2 |
Entertainment sector |
100% |
25 |
33 |
33 |
40 |
1 |
1 |
1 |
2 |
Webedia |
92% |
624 |
682 |
682 |
740 |
25 |
28 |
28 |
30 |
Fimalac
Real Estate |
n.a. |
284 |
319 |
319 |
354 |
12 |
13 |
13 |
14 |
Holding
costs |
n.a. |
(222) |
(222) |
(222) |
(222) |
(9) |
(9) |
(9) |
(9) |
EV - EqV
bridge |
n.a. |
636 |
636 |
636 |
636 |
26 |
26 |
26 |
26 |
|
|
|
|
|
|
|
|
|
|
Total |
|
2 738 |
3 079 |
3 227 |
3 420 |
111 |
125 |
131 |
139 |
|
|
|
|
|
|
|
|
|
|
|
€ |
|
|
|
|
|
|
|
|
Closing price as of 28/04/2017 |
106.3 |
|
|
|
|
+4.5% |
+17.5% |
+23.1% |
+30.5% |
3-month Volume Weigthed Average Price |
109.6 |
|
|
|
|
+1.3% |
+13.9% |
+19.4% |
+26.5% |
6-month Volume Weigthed Average Price |
104.0 |
|
|
|
|
+6.8% |
+20.0% |
+25.8% |
+33.3% |
Premium over the simplified tender offer of 2016 (net of
dividends) |
98.9 |
|
|
|
|
+12.3% |
+26.3% |
+32.3% |
+40.3% |
Premium level implied by the Offer Price based on various
Fimalac's share price benchmarks
|
|
|
|
|
|
As of 28/04/2017 |
Fimalac share price |
Implied premium based on the
offer price of €131 |
|
|
|
|
|
|
Closing price as of 28/04/2017 |
106.3 |
+23.1% |
1-month Volume Weigthed Average Price |
107.3 |
+22.0% |
3-month Volume Weigthed Average Price |
109.6 |
+19.4% |
6-month Volume Weigthed Average Price |
104.0 |
+25.8% |
12-month Volume Weigthed Average Price |
103.1 |
+26.9% |
Lowest
trading day in the last 12 months (16/01/2017) |
118.3 |
+10.6% |
Highest trading day in the last 12 months (24/05/2016) |
95.9 |
+36.5% |
|
|
|
|
|
|
Premium over the simplified tender offer of 2016 (net of
dividends) |
98.9 |
+32.3% |
|
|
|
|
|
|
6.
Contacts
Communication and
Investor Relations:
Robert GIMENEZ, +33 1 47 53 61 73
Jacques TOUPAS, +33 1 47 53 61 53
This press release was prepared for
informational purpose only. It is not an offer to the public and it
is not for distribution in any country other than France, except
where such distribution is permitted by applicable
law.
The distribution of this press
release, the Offer and its acceptance may be subject to specific
regulations or restrictions in certain countries. The Offer is not
made to persons subject to such restrictions, either directly or
indirectly, and may not be accepted in any way from a country where
the Offer would be subject to such restrictions. Consequently,
persons in possession of this press release shall inquire about
potential applicable local restrictions and comply with them.
Groupe Marc de Lacharrière disclaims all liability in the event of
any breach of the applicable legal restrictions by any
person. |
[1]
Based on a total number, as of 15 May 2017 of 24,700,000 shares and
25,121,244 voting rights of the Company, in accordance with the
provisions of article 223-11 of the AMF's general regulation
(information provided by the Company).
[2]
Based on a total number, as of 15 May 2017 of 24,700,000 shares and
25,121,244 voting rights of the Company, in accordance with the
provisions of article 223-11 of the AMF's general regulation
(information provided by the Company).
[3]
Based on a total number, as of 15 May 2017 of 24,700,000 shares and
25,121,244 voting rights of the Company, in accordance with the
provisions of article 223-11 of the AMF's general regulation
(information provided by the Company).
[4]
See threshold crossing notifications dated 9 February 2016 (AMF
D&I n°216C0457) and 21 April 2017 (AMF D&I
n°217C0845) made pursuant to the provisions of article L 233-7
of the French code de commerce.
COMDEPOTOFFREEN
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: FIMALAC via Globenewswire