WENDEL: Wendel launches the sale of approximately 9% of Bureau
Veritas’ share capital
Wendel launches the sale of approximately
9% of Bureau Veritas’ share capital
- Wendel will
remain Bureau Veritas’ largest and controlling shareholder and
reiterates its full confidence in Bureau Veritas’
strategy
- The
transaction aims at allowing asset reallocation for Wendel, in line
with its strategic roadmap
- The
transaction will be carried out by way of an accelerated
bookbuilding process to institutional investors
- As part of
the transaction, the Lac1 fund, managed by Bpifrance, on behalf of
French and international investors, has committed to purchase
approximately 4% of Bureau Veritas’ share capital
- In line
with its recently announced capital return objective, Bureau
Veritas has also committed to participate in the accelerated
bookbuilding process in order to purchase about 0.8% of its share
capital
- Upon
completion of the transaction, Bpifrance, as representative of the
Lac1 fund, will obtain the right to nominate one director at the
Board of directors of Bureau Veritas
- The
transaction is expected to provide Wendel with around 1.1 billion
euros in cash
Wendel, owning c.35.4% of Bureau Veritas’ (the
“Company”) share capital and c.51.6% of its voting
rights, announces its intention to sell c.9% of Bureau Veritas’
share capital (the “Shares”) by way of an
accelerated bookbuilding to institutional investors (the
“Offering”).
As part of the Offering, the Lac1 fund, managed
by Bpifrance, has committed to purchase c.4% of Bureau Veritas’
share capital. In that context, pursuant to a governance agreement
entered into between Bureau Veritas and Bpifrance, Bpifrance will
be granted the right to propose one director for nomination at the
Board of Directors of Bureau Veritas, and Wendel will vote in favor
of this appointment. The number of directors at the Board of
directors of Bureau Veritas is to remain at 12 and Wendel will
retain 4 directors, in line with the current situation.
Bureau Veritas has also committed to acquire
c.0.8% of its share capital as part of the announced transaction.
This buyback is fully consistent with the capital return objective
announced by the Company at its March 20 Capital Market Day (the
“CMD”) and allows the immediate completion of half
of its objective at favorable terms.
By investing through the Lac1 fund, Bpifrance
will offer a long-term backing to Bureau Veritas’ strategy as
recently presented at the CMD and their investment stands as an
endorsement of the Company’s management, positioning and business
model excellence.
Post completion of the announced transaction,
Wendel will remain Bureau Veritas’ largest and controlling
shareholder, with about 26% of the share capital and 41% of the
voting rights. This transaction is fully consistent with the
strategy of Wendel which is to be more active on portfolio rotation
and to develop a sizeable third-party asset management business in
private markets.
Final terms of the Offering will be determined
following the completion of the bookbuilding process, which will
begin immediately. The Lac1 fund, managed by Bpifrance, and the
Company will purchase their respective stakes in the Company in the
bookbuilding process at the price resulting from the bookbuilding
process, it being specified that both orders will not participate
in the determination of such price and will be served in full.
Wendel has entered into a lock-up commitment
relating to its remaining Bureau Veritas shares, which will end
after a period of 180 calendar days from the settlement date of the
Offering, subject to certain customary exceptions or waiver by the
Sole Bookrunner. Separately, relating to its newly acquired shares,
the Lac1 fund, managed by Bpifrance, has also committed to a
180-calendar day lock-up starting from the settlement of the
Offering, subject to certain customary exceptions or waiver by
Bureau Veritas.
Wendel plans to use the proceeds from this
transaction to finance its general corporate purposes.
Laurent Mignon, CEO of Wendel,
commented:
“This partial monetization of our stake in
Bureau Veritas, is in line with our strategy of portfolio active
management, as detailed during our Capital Markets Day back in
December 2023. It also gives us additional headroom to deploy our
value creation strategy. Also, I am delighted to welcome alongside
us Bpifrance, a strong French institutional investor, as one of the
new largest shareholders of Bureau Veritas and a member of the
Company’s Board of directors. As we remain fully confident in the
Bureau Veritas’ prospects, that we support since 1995, we will
continue to actively support Bureau Veritas management team to
pursue its value accretive strategy described during its Capital
Markets Day held on March 20th, 2024.”
The Offering will be led by Goldman Sachs Bank
Europe SE acting as Sole Bookrunner.
Goldman Sachs Bank Europe SE and Zaoui & Co
acted as Financial Advisor to the Seller in the context of this
transaction.
This press release does not constitute or form a
part of any offer to subscribe nor a solicitation to buy or
subscribe any financial instrument of Bureau Veritas or Wendel, and
the Offering of the Shares do not constitute, in any circumstances,
a public offering (other than to qualified investors) in any
country, including France.
Important notice
The information contained in this press release
is for background purposes only and does not purport to be full or
complete.
No reliance may be placed by any person for any
purpose on the information contained in this press release or its
accuracy, fairness or completeness.
No action has been taken by Wendel, the Company,
Goldman Sachs Bank Europe SE (the “Managers”) or
any of their respective affiliates that would permit an offering of
the Shares or possession or distribution of this press release or
any offering or publicity material relating to the Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this press release comes are required by
Wendel, the Company and the Managers to inform themselves about,
and to observe, any such restrictions.
Copies of this press release are not being, and
must not be, mailed or otherwise forwarded, distributed or sent in,
into or from the United States or any other jurisdiction in which
such mailing would be illegal, or to publications with a general
circulation in those jurisdictions, and persons receiving this
press release (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send it in, into or
from the United States or any other jurisdiction in which such
mailing would be illegal or to publications with a general
circulation in those jurisdictions.
This press release is not for release,
publication or distribution, directly or indirectly in or into the
United States, Australia, Canada, Japan, South Africa or any other
jurisdiction in which such distribution would be prohibited by
applicable law.
The distribution of this press release may be
restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein
come should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
European Economic Area
The information contained herein does not
constitute an offer of securities to the public in any member state
of the European Economic Area (the “EEA”) (each a
“Member State”), no action has been undertaken or
will be undertaken to make an offer to the public of securities
requiring publication of a prospectus in any Member State. This
document is only addressed to and is only directed at persons in
Member States who are “qualified investors” (“Qualified
Investors”) within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 (such Regulation, together with any
applicable implementing measures in the relevant home Member State
under such Regulation, the “Prospectus
Regulation”). The information contained herein must not be
acted on or relied upon in any Member State by persons who are not
Qualified Investors. Any investment or investment activity to which
this announcement relates is only available to, and any invitation,
offer or agreement to purchase, subscribe or otherwise acquire the
same will be engaged in only with, Qualified Investors. For the
purpose of this paragraph, the expression “offer of securities to
the public” means the communication in any form and by any means of
sufficient information on the terms of the offer and the securities
to be offered so as to enable the investor to decide to purchase or
subscribe for the securities.
United Kingdom
The information contained herein does not
constitute an offer of securities to the public in the United
Kingdom. No prospectus offering securities to the public will be
published in the United Kingdom. This document is only addressed to
and directed at persons in the United Kingdom who are “qualified
investors” within the meaning of Article 2(e) of Regulation (EU)
2017/1129, as amended, as it forms part of retained EU law by
virtue of the European Union (Withdrawal) Act 2018 (the
“U.K. Prospectus Regulation”). In addition, this
document is being distributed to, and is only directed at,
qualified investors (i) who have professional experience in matters
relating to investments falling within the definition of
“investment professionals” in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the “Order”), (ii) who fall within
Article 49(2)(a) to (d) of the Order or (iii) to whom it may
otherwise lawfully be communicated (all such persons, together with
“qualified investors” within the meaning of Article 2(e) of the
U.K. Prospectus Regulation, being referred to as “relevant
persons”). This announcement and the information contained herein
must not be acted on or relied upon in the United Kingdom, by
persons who are not relevant persons. Any investment or investment
activity to which this document relates is available only to, and
any invitation, offer or agreement to subscribe, purchase or
otherwise acquire the same will be engaged in only with, relevant
persons.
MIFID II product governance /
Professional investors and ECPs only target market –
Solely for the purposes of each manufacturer’s product approval
process, the target market assessment in respect of the Shares has
led to the conclusion that: (i) the target market for the Shares is
eligible counterparties and professional clients, each as defined
in Directive 2014/65/EU, as amended
(“MiFID II”); and (ii) all channels for
distribution of the Shares to eligible counterparties and
professional clients are appropriate. Any person subsequently
offering, selling or recommending the Shares (a
“distributor”) should take into consideration the
manufacturers’ target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Shares (by either adopting or
refining the manufacturers’ target market assessment) and
determining appropriate distribution channels.
UK
MiFIR product
governance / Professional investors and ECPs only target market
– Solely for the purposes of each manufacturer’s product
approval process, the target market assessment in respect of the
Shares has led to the conclusion that: (i) the target market for
the Shares is only eligible counterparties, as defined in the FCA
Handbook Conduct of Business Sourcebook (“COBS”),
and professional clients, as defined in Regulation (EU) No 600/2014
as it forms part of UK domestic law by virtue of the EUWA
(“UK MiFIR”); and (ii) all channels for
distribution of the Shares to eligible counterparties and
professional clients are appropriate. Any person subsequently
offering, selling or recommending the Shares (a
“distributor”) should take into consideration the
manufacturers’ target market assessment; however, a distributor
subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook is responsible for undertaking its own target
market assessment in respect of the Shares (by either adopting or
refining the manufacturers’ target market assessment) and
determining appropriate distribution channels.
France
The Shares have not been and will not be offered
or sold or cause to be offered or sold, directly or indirectly, to
the public in France other than to qualified investors. Any offer
or sale of the Shares and distribution of any offering material
relating to the Shares have been and will be made in France only to
qualified investors (investisseurs qualifiés), as defined in
Article 2 (e) of the Prospectus Regulation, in accordance with
Article L. 411-2, 1° of the French Monetary and Financial Code
(Code monétaire et financier).
United States
These materials are not an offer for sale of
securities in the United States. Securities may not be sold in the
United States absent registration with the United States Securities
and Exchange Commission or an exemption from registration under the
U.S. Securities Act of 1933, as amended. The issuer of the
securities does not intend to register any part of the offering in
the United States or to conduct a public offering of the securities
in the United States.
Australia, Canada, Japan and South
Africa
The Shares may not and will not be offered, sold
or purchase in Australia, Canada, Japan or South Africa. The
information contained in this press release does not constitute an
offer of securities for sale in Australia, Canada, Japan or South
Africa.
The distribution of this press release in
certain countries may constitute a breach of applicable law.
The Managers are acting exclusively for Wendel
and no one else in connection with the Offering. They will not
regard any other person as their respective clients in relation to
the Offering and will not be responsible to anyone other than
Wendelfor providing the protections afforded to their respective
clients, nor for providing advice in relation to Wendel, the
contents of this press release or any transaction, arrangement or
other matter referred to herein.
None of the Managers or any of their respective
affiliates, directors, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this press release
(or whether any information has been omitted from it) or any other
information relating to Wendel, its subsidiaries or associated
companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss
howsoever arising from any use of this press release or its
contents or otherwise arising in connection therewith.
The Managers and any of their respective
affiliates acting as an investor for its own account or the account
of its clients may take up the Shares and in that capacity may
retain, purchase or sell for their own account the Shares or any
other securities of the Company or related investments, and may
offer or sell the Shares or other investments otherwise than in
connection with the Offering. The Managers do not intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so. In addition, each of the Managers and their
respective affiliates may perform services for, or solicit business
from, Wendel or members of Wendel’s group, may make markets in the
securities of such persons and/or have a position or effect
transactions in such securities (including without limitation asset
swaps or derivative transactions relating to such securities).
Agenda
Thursday April 25, 2024
Q1 2024 Trading update -
Publication of NAV as of March 31, 2024 (post-market release)
Thursday May 16, 2024
Annual General Meeting
Wednesday July 31, 2024
H1 2024 results - Publication
of NAV as of June 30, 2024, and condensed Half-Year consolidated
financial statements (post-market release)
Thursday October 24, 2024
Q3 2024 Trading update -
Publication of NAV as of September 30, 2024 (post-market
release)
Thursday December 5, 2024
2024 Investor Day
About Wendel
Wendel is one of Europe’s leading listed
investment firms. The Group invests in Europe and North America in
companies which are leaders in their field, such as ACAMS, Bureau
Veritas, Crisis Prevention Institute, IHS Towers, Scalian, Stahl
and Tarkett. Wendel often plays an active role as a controlling or
significant shareholder in its portfolio companies. Wendel seeks to
implement long-term development strategies, which involve boosting
growth and margins of companies so as to enhance their leading
market positions. With Wendel Growth, Wendel also invests via funds
or directly in innovative, high-growth companies. In 2023, Wendel
initiated a strategic shift into third-party asset management of
private assets, alongside its historical principal investment
activities.
Wendel is listed on Eurolist by Euronext
Paris.
Standard & Poor’s ratings: Long-term: BBB,
stable outlook – Short-term: A-2 since January 25, 2019
Moody’s ratings: Long-term: Baa2, stable outlook
– Short-term: P-2 since September 5, 2018
Wendel is the Founding Sponsor of Centre
Pompidou-Metz. In recognition of its long-term patronage of the
arts, Wendel received the distinction of “Grand Mécène de la
Culture” in 2012.
For more information: wendelgroup.com
Follow us on LinkedIn
@Wendel
Press
contacts |
Analyst and investor contacts |
Christine Anglade: +
33 1 42 85 63 24 |
Olivier Allot: +33 1 42 85 63 73 |
c.anglade@wendelgroup.com |
o.allot@wendelgroup.com |
|
|
Caroline Decaux: +33 1
42 85 91 27 |
Lucile Roch: +33 1 42 85 63 72 |
c.decaux@wendelgroup.com |
l.roch@wendelgroup.com |
|
|
Primatice |
|
Olivier Labesse: +33 6
79 11 49 71 |
|
olivierlabesse@primatice.com |
|
Hugues Schmitt: +33 6
71 99 74 58 |
|
huguesschmitt@primatice.com |
|
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INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION
WOULD BE PROHIBITED BY APPLICABLE LAW. THESE MATERIALS ARE NOT AN
OFFER FOR SALE OF SECURITIES IN THE UNITED STATES. SECURITIES
MAY NOT BE SOLD IN THE UNITED STATES ABSENT REGISTRATION WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR AN EXEMPTION
FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED. THE ISSUER OF THE SECURITIES DOES NOT INTEND TO
REGISTER ANY PART OF THE OFFERING IN THE UNITED STATES OR TO
CONDUCT A PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.
THIS PRESS RELEASE IS FOR INFORMATION PURPOSE ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
ANY SECURITIES AND THE OFFER OF THE SHARES (AS DEFINED BELOW) DOES
NOT CONSTITUTE AN OFFERING (OTHER THAN TO QUALIFIED INVESTORS) IN
ANY JURISDICTION, INCLUDING FRANCE.
- Wendel_BVI_04042024_PR_ENG
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