[iliad press release] Press release concerning the availability of
the prospectus drawn up by Holdco II
PRESS RELEASE
DATED JULY 30,
2021
SIMPLIFIED TENDER OFFER FOR THE SHARES
OF
ILIAD
INITIATED BY THE COMPANY
HOLDCO II
PRESENTED BY
BNP
PARIBAS CREDIT
AGRICOLE CORPORATE & INVESTMENT BANK
SOCIETE GENERALE
FINANCIAL ADVISORS
PRESENTING BANKS AND ACTING AS
GUARANTORS
AND
LAZARD J.P
MORGAN
FINANCIAL
ADVISORS
PRESS RELEASE RELATING
TO THE AVAILABILITY OF THE
DRAFT OFFER DOCUMENT PREPARED BY HOLDCO
II
PRICE OF THE
OFFER: €182 per share ILIAD
DURATION OF THE
OFFER: 12 trading days The
timetable of the simplified tender offer (the
“Offer”) will be set out by the Autorité des
marchés financiers (the “AMF”) in accordance with
provisions of its general regulation. |
AMF This press release (the “Press Release”) has
been established by HoldCo II and made available to the public
pursuant to Article 231-16 of the General Regulation of the AMF.
This Offer and the draft offer document
remain subject to
the review of the
AMF. |
IMPORTANT NOTICE In accordance with Articles L.
433-4 II of the French Monetary and Financial Code and 237-1 and
seq. of the AMF’s General Regulation, in the event that the number
of shares not tendered in the Offer by the minority shareholders of
Iliad (other than the treasury shares held by Iliad and the shares
that would be subject to a liquidity mechanism) does not represent,
at the end of the Offer, more than 10% of the share capital and
voting rights of Iliad, HoldCo II intends to file a request with
the AMF to carry out, within a period of three (3) months following
the closing of the Offer, of a squeeze-out procedure in order to
have the Iliad shares not tendered in the Offer (other than the
treasury shares held by Iliad and the shares that would be subject
to a liquidity mechanism) transferred to it, in exchange for
compensation per share equal to the Offer Price. The Draft Offer
Document must be read together with all other documents published
in relation to the Offer. Specifically, in accordance with Article
231-28 of the AMF’s General Regulation, a description of the legal,
financial and accounting characteristics of HoldCo II will be made
available to the public at the latest the day before the opening of
the Offer. A press release will be published to inform the public
of the manner in which this information will be made
available. |
The draft offer document prepared by HoldCo II
(the “Draft Offer Document”) is available on the
websites of the AMF (www.amf-france.org) and Iliad
(www.iliad.fr/fr) and may be obtained free of charge
from :
HOLDCO II 16 rue de la Ville L’Évêque 75008 Paris |
BNP Paribas 4 rue d’Antin 75002 Paris |
Crédit Agricole Corporate and Investment Bank 12, place des
Etats-Unis CS 70052 92547 Montrouge Cedex |
Société Générale GLBA/IBD/ECM/SEG 75886 Paris Cedex 18 |
-
OVERVIEW OF THE OFFER
In accordance with Title III of Book II and more
particularly Articles 233-1 and seq. of the General Regulation of
the AMF (“AMF’s General Regulation”), HoldCo II, a
simplified joint stock company (société par actions simplifiée)
with a share capital of €68,456, having its registered office
located at 16 rue de la Ville L’Évêque, 75008 Paris, and registered
with the Paris Trade and Companies Registry under number 844 857
268 (hereinafter, “HoldCo II” or
the “Offeror”), controlled by Mr. Xavier Niel
through HoldCo1 (“HoldCo”), is making an
irrevocable offer to the shareholders of Iliad, a French public
limited company (société anonyme) with a board of directors and a
share capital of €14,901,666, having its registered office located
at 16 rue de la Ville L’Évêque, 75008 Paris, registered with the
Paris Trade and Companies Register under number 342 376 332 (the
“Company” or “Iliad” and together
with its direct or indirect subsidiaries, the
“Group”) and whose shares are listed on
compartment A of the Euronext Paris regulated market under ISIN
code FR0004035913, mnemonic “ILD” (the “Shares”),
to acquire in cash all of the Shares of the Company (subject to the
exceptions below), at a unit price of one hundred eighty-two euros
(€182) (the “Offer Price”), through a simplified
tender offer, the terms of which are described below (the
“Offer”).
As of the date of the Draft Offer Document, the
majority shareholder of the Company and founder of the Group, Mr.
Xavier Niel (the “Founder”), holds, directly and
indirectly through the companies he controls2, 42,112,852 Shares
and 72,340,678 voting rights of the Company, representing 70.63% of
the share capital and 78.67% of the voting rights of the Company3,
of which 11,312,172 Shares and voting rights in the Company,
representing 18.97% of the share capital and 12.30% of the voting
rights of the Company4, are held individually by the Offeror.
The Offer targets all the Shares of the Company
not held, directly or indirectly, by the Offeror and the companies
controlled by the Founder (other than 505,000 Shares which are
intended to be tendered in the Offer by Rock Investment and NJJ
Market):
- which are
already issued, other than the Excluded Shares (as defined below),
i.e., as of the date of the Draft Offer Document and to the
knowledge of the Offeror, a maximum of 16,805,811 Shares of the
Company; and
- which may
be issued or granted before the estimated closing date of the Offer
as a result of the exercise of the Options, i.e., to the knowledge
of the Offeror and as of the date hereof, a maximum of 107,028
Shares,
i.e., as of the date of the Draft Offer Document
and to the knowledge of the Offeror, a maximum number of Shares
targeted by the Offer equal to 16,912,839.
It is specified that the Offer does not
concern:
- the
Shares held in treasury by the Company, i.e., to the knowledge of
the Offeror and as of the date hereof, 1,165,996 Shares,
- the Free
Shares in Vesting Period and the Free Shares subject to an
Additional Retention Obligation, i.e., to the knowledge of the
Offeror and as of the date hereof, a maximum of 734,560 Shares. The
situation of the beneficiaries of Free Shares in the context of the
Offer is described in section 2.3.1 of the Press Release,
- the GSP
and IGSP Blocked Shares for which the minimum five-year lock-up
period under the GSP or IGSP, as the case may be, does not expire
until after the estimated closing date of the Offer, i.e., to the
knowledge of the Offeror and as of the date hereof, 40,716 Shares.
The situation of the beneficiaries of GSP and IGSP Blocked Shares
in the context of the Offer is described in section 2.3.3 of the
Press Release,
(together the “Excluded
Shares”).
As of the date of the Draft Offer Document, to
the knowledge of the Offeror, there are no other equity securities
or other financial instruments issued by the Company or rights
granted by the Company that may give access, immediately or in the
future, to the Company’s share capital or voting rights.
The Offer will be, if the required conditions
are met, by a squeeze-out procedure pursuant to Articles L. 433-4,
II of the French Monetary and Financial Code and 237-1 and seq. of
the AMF’s General Regulation, will be carried out under the
simplified procedure in accordance with the provisions of Articles
233-1 and seq. of the AMF’s General Regulation. The duration of the
Offer will be twelve (12) trading days.
Pursuant to the provisions of Article 231-13 of
the AMF’s General Regulation, BNP Paribas, Crédit Agricole
Corporate and Investment Bank (“Crédit Agricole
CIB”) and Société Générale (together the
“Presenting Banks”), acting on behalf of the
Offeror in their capacity as presenting institutions, have filed
the Offer and the Draft Offer Document with the AMF.
BNP Paribas, Crédit Agricole CIB and Société
Générale, as guarantors, guarantee the content and the irrevocable
nature of the undertakings made by the Offeror in the context of
the Offer, in accordance with the provisions of Article 231-13 of
the AMF’s General Regulation.
1.1. Background
and reasons for the Offer
1.1.1. Background
of the Offer
Inventor of the world’s first triple-play box,
the Iliad Group, created in the early 1990s, is today a major actor
in the European telecommunications industry, distinguished by its
innovative, simple and attractive offerings. Parent company of Free
in France, Iliad in Italy and Play in Poland, the Group has nearly
15,000 employees serving 42.7 million subscribers and generated
revenues of €5.9 billion in 2020. In France, the Group is an
integrated fixed and mobile very high-speed operator with more than
20 million individual subscribers (13.4 million mobile subscribers
and 6.8 million fixed-line subscribers) at the end of March 2021.
On March 23, 2021, the Iliad Group launched its business activity
in France under the Free Pro brand. In Italy, where it launched in
2018 under the Iliad brand, the Group became the country’s 4th
largest mobile operator and had over 7.5 million subscribers at the
end of March 2021. With the acquisition of Polish mobile operator
Play in November 2020, the Iliad Group became the 6th largest
mobile operator in Europe in terms of subscribers (excluding
M2M).
HoldCo II is a holding company, which is more
than 95% controlled by HoldCo5, whose the Founder holds the entire
share capital. The company’s purpose is to acquire, hold, manage,
sell and/or acquire interests in the share capital and voting
rights of French and foreign companies, and also to provide any
useful assistance to companies and other legal entities in which it
holds interests.
It should be noted that a public share buyback
offer for approximately 20% of the Company’s share capital was
carried out by the Company in January 20206 at a price of €120 per
share and was financed by a concomitant increase in the Company’s
share capital, at the end of which the Founder increased its stake
in the Company to approximately 72% of the share capital and 70% of
the theoretical voting rights of the Company. This transaction had
been initiated by the Company in order to allow the minority
shareholders to benefit from a liquidity opportunity on their
shares with a significant premium compared to the market price.
The reasons for the Offer are more fully
described in section 1.1.4 of the Offer Document below.
1.1.2. Breakdown
of the Company’s
share capital and voting rights as of June
30, 2021
Share capital of ILIAD
To the knowledge of the Offeror, pursuant to
article 6 of the Company’s bylaws as updated on June 15, 2021, the
share capital of the Company amounts to €14,901,666, divided into
59,606,664 ordinary shares7, all of the same class and with a par
value of twenty-five euro cents (€0.25).
Composition of Iliad’s shareholder base as of
June 30, 2021
To the knowledge of the Offeror, based on a
share capital of 59,622,465 shares representing 91,953,487
theoretical voting rights as of June 30, 2021, the Company’s share
capital and theoretical voting rights are distributed as
follows8:
Shareholders |
Shares |
% share
capital |
Voting rights |
% Voting rights |
HoldCo |
29,605,872 |
49.66% |
59,211,744 |
64.39% |
HoldCo II |
11,312,172 |
18.97% |
11,312,172 |
12.30% |
Mr. Xavier Niel |
621,954 |
1.04% |
1,243,908 |
1.35% |
Rock Investment9 |
567,854 |
0.95% |
567,854 |
0.62% |
NJJ Market |
5,000 |
0.01% |
5,000 |
0.01% |
Subtotal of Mr.
Xavier Niel |
42,112,852 |
70.63% |
72,340,678 |
78.67% |
Rani Assaf |
901,338 |
1.51% |
1,661,338 |
1.81% |
Thomas Reynaud |
116,657 |
0.20% |
123,687 |
0.13% |
Nicolas Jaeger |
5,600 |
0.01% |
5,600 |
0.01% |
Cyril Poidatz |
811,951 |
1.36% |
1,482,565 |
1.61% |
Antoine Levavasseur |
606,968 |
1.02% |
1,113,626 |
1.21% |
Maxime Lombardini |
125,823 |
0.21% |
134,802 |
0.15% |
Subtotal of historic shareholder and
Managers |
2,568,337 |
4.31% |
4,521,618 |
4.92% |
Subtotal of Mr.
Xavier Niel, historic
shareholder and Managers |
44,681,189 |
74.94% |
76,862,296 |
83.59% |
Other corporate officers |
450 |
0% |
450 |
0% |
Public |
13,774,830 |
23.10% |
13,924,745 |
15.14% |
Iliad (treasury shares) |
1,165,996 |
1.96% |
1,165,996 |
1.27% |
Total |
59,622,465 |
100% |
91,953,487 |
100% |
1.1.3. Shareholding
of the Offeror and
threshold crossing
disclosures
As of the date of the Draft Offer Document, the
majority shareholder of the Company and founder of the Group, the
Founder holds, directly and indirectly through the companies he
controls10, 42,112,852 Shares and 72,340,678 voting rights of the
Company, representing 70.63% of the share capital and 78.67% of the
voting rights of the Company11, of which 11,312,172 Shares and
voting rights in the Company, representing 18.97% of the share
capital and 12.30% of the voting rights of the Company12, are held
individually by the Offeror.
Pursuant to the threshold crossing disclosure
dated May 20, 202113, Mr. Xavier Niel specified that he holds,
directly and indirectly through the companies he controls, 800,000
Shares under a “call spread” expiring on September 26, 2022, which
may be exercised at any time up to their expiry date, at a unit
price starting at €168.47 per share.
In accordance with Article 12 of the Company’s
bylaws and Articles L. 233-7 and seq. of the French Commercial
Code:
- Pursuant
to the threshold crossing disclosure dated June 9, 202014, HoldCo
declared that on June 5, 2020, it had individually crossed below
the threshold of 50% of the Company’s capital and that it
individually held 29,605,872 Shares representing the same number of
voting rights, i.e. 49.99% of the capital and 47.56% of the voting
rights of this company. This threshold crossing results from an
increase in the total number of shares and voting rights of the
Company.
- Pursuant
to the threshold crossing disclosure dated May 20, 202115:
- HoldCo
declared that on May 15, 2021 it had individually crossed above, as
a result of an allocation of double voting rights, the threshold of
50% of the Company’s voting rights and that it individually held
29,605,872 Shares representing 59,211,744 voting rights, i.e.
49.90% of the Company’s capital and 64.62% of its voting rights;
and
- HoldCo II
declared that on May 15, 2021, as a result of an increase in the
total number of voting rights of the Company, it had individually
crossed below the threshold of 15% of the voting rights of the
Company and that it individually held 11,312,172 Shares
representing the same number of voting rights, i.e. 19.07% of the
capital and 12.34% of the voting rights of the Company.
It is specified that the Offeror has not
acquired any Shares during the twelve (12) months preceding the
filing of the Draft Offer Document.
1.1.4. Reasons
for the Offer
Since 2018, the Company has initiated a new
cycle of long-term growth in France and internationally (Italy,
Ireland and more recently Poland), which requires a significant
increase in the organic investments that are essential for the
pursuit of its development in the technologies of the future (5G
and fiber optics in particular).
This strategy of investment and international
expansion has accelerated over the last 12 months, leading to
significant volatility in the share price due to a significant
mismatch between the short-term expectations of the financial
market and the Group’s needs for the implementation of its medium
and long-term strategic objectives.
The Offer is in line with the desire shared by
Mr. Xavier Niel, the Offeror and the Company to allow the Iliad
Group, its management and its teams to focus on its development
ambitions in Europe and on its services’ quality improvement
ambitions.
Accordingly, the Offeror intends to implement a
squeeze-out of the Company following the completion of this Offer
in the event that the minority shareholders represent less than 10%
of the share capital and voting rights of the Company following the
completion of the Offer.
1.2. Intentions
of the Offeror for the next twelve
months
1.2.5. Strategy
and continuation of the Company’s
activities
The Offeror intends to continue the Company’s
activities in line with its current strategy, which will not be
called into question regardless of the outcome of the Offer.
1.2.6.
Intentions regarding employment
The Offer will have no impact on the Company’s
employment policy.
1.2.7. Merger
and legal reorganization
The Offeror does not intend to merge with the
Company.
The implementation of the Offer will not have
any impact on the Company’s legal organization policy.
1.2.8. Composition
of the Company’s corporate bodies
and management
The Company’s Board of Directors is currently
composed of the following members:
- Mr.
Xavier Niel (Chairman of the Board of Directors),
- Mr.
Maxime Lombardini (Vice-Chairman of the Board of Directors),
- Mr.
Thomas Reynaud (Chief Executive Officer and Director),
- Mr. Cyril
Poidatz,
- Ms.
Virginie Calmels,
- Ms.
Bertille Burel*,
- Mr.
Jacques Veyrat*,
- Ms.
Céline Lazorthes*,
- Ms.
Esther Gaide*,
- Mr. Ilan
Dahan (Director representing employees), and
- Mr. Saad
Boudjadi (Director representing employees).
* Independent Directors
Mr. Thomas Reynaud is the current Company’s
Chief Executive Officer (directeur général).
Mr. Antoine Levavasseur and Mr. Nicolas Jaeger
are the current Company’s Deputy Chief Executive Officers
(directeurs généraux délégués).
In the event that the Offer is followed by a
squeeze-out, it will result in the delisting of the Shares from the
Euronext Paris regulated market.
The Offeror does not intend to modify the
governance of the Company in the event that the Offer is followed
by a squeeze-out.
1.2.9. Merits
of the Offer for the
Offeror, the Company and its
shareholders
The Offeror offers to the shareholders of Iliad
who will tender their Shares in the Offer the opportunity to obtain
immediate liquidity on their entire shareholding at a price per
Share representing a premium of 61.0% relative to the closing price
of the Share on July 29, 2021 (day before the announcement of the
Offer), of 52.7% relative to the volume-weighted average Share
price over the month preceding this date, of 41.6% relative to the
volume-weighted average Share price over the 60 days preceding this
date and of 40.5% relative to the volume-weighted average Share
price over the 3 months preceding this date.
A summary of the Offer Price assessment is
presented in section 3 of the Press Release.
1.2.10. Synergies
- Economic gains
The Offeror is a holding company incorporated on
December 24, 2018, whose corporate purpose is to acquire, hold,
manage, sell and/or acquire stakes in the share capital and voting
rights of French and foreign companies, as well as to provide any
useful assistance to the companies and other legal entities in
which it holds interests. Consequently, the Offeror does not
anticipate the realization of cost or revenue synergies with the
Company, other than the savings resulting from a delisting of the
Company in the event that the Offer is followed by a
squeeze-out.
1.2.11.
Intentions regarding the squeeze-out
In accordance with Articles L. 433-4 II of the
French Monetary and Financial Code and 237-1 and seq. of the AMF’s
General Regulation, the Offeror intends to file a request with the
AMF to carry out, within three (3) months of the closing of the
Offer, a squeeze-out procedure for the Shares, if the number of
Shares not tendered in the Offer by the minority shareholders of
the Company (other than the treasury shares and the Unavailable
Shares subject to the liquidity mechanism described in section
1.3.3 of the Press Release and which are assimilated pursuant to
Article L. 233-9 I, 4° of the French Commercial Code to the shares
held by the Offeror) does not represent, at the end of the Offer,
more than 10% of the capital and voting rights of the Company.
In such a case, the squeeze-out would relate to
the Shares other than those held by the Offeror and the other
companies controlled by the Founder or assimilated to them
(including in particular the Unavailable Shares subject to the
liquidity mechanism described in section 1.3.3 of the Press
Release), other than the treasury Shares held by the Company. It
would be carried out in return for compensation of the concerned
shareholders equal to the Offer Price. The implementation of this
procedure will result in the delisting of the Shares from Euronext
Paris regulated market.
In the event that the Offeror is unable to carry
out a squeeze-out following the Offer, the Offeror reserves the
right to file, within the framework of the applicable regulations,
a public offer, followed, if applicable, by a squeeze-out in
respect of the Shares that it does not hold directly or indirectly,
alone or in concert, at that date.
1.2.12. Dividend
distribution policy
Following the Offer, the Company’s dividend
policy will continue to be determined by its corporate bodies based
on the Company’s distributive capacity, financial situation and
financial needs.
The Offeror intends to pursue a dividend policy
for the Company in line with the dividend of €3 per Share
distributed in respect of the 2020 financial year, representing a
total amount of approximately €180 million, excluding exceptional
circumstances (asset disposals, etc.)
1.3. Agreements
that may have a significant impact on the assessment or outcome of
the Offer
1.3.13. Internal
reclassification of Shares held by the Founder
Between the date of the Draft Offer Document and
the closing of the Offer, HoldCo and Xavier Niel intend to jointly
contribute 30,227,826 Shares (i.e. 29,605,872 and 621,954 Shares
respectively), representing more than 50% of the share capital and
voting rights of the Company, to the Offeror by way of a
contribution in kind pursuant to the provisions of Article L.
225-147 of the French Commercial Code (the “Internal
Reclassification Transactions”) as mentionned in section
1.3.1 of the Draft Offer Document.
Following the completion of the Internal
Reclassification Transactions, Xavier Niel has undertaken to
contribute the Offeror’s shares received in the Internal
Reclassification Transactions to HoldCo.
1.3.14. Undertakings
to tender in the Offer and reinvestment of the
historical shareholders and managers
Pursuant to undertakings to tender, a historical
shareholder of the Company, and certain managers of the Company
(the “Managers”) have undertaken to tender in the
Offer all or part of their shareholding in the Company, as set
forth in section 1.3.2 of the Draft Offer Document.
In addition, in order to demonstrate their
commitment to the Group, certain Managers have also undertaken, to
contribute, alongside the Founder, to the Offeror 695,762 Shares in
the Company that they hold by way of a contribution in kind
pursuant to the provisions of Article L. 225-147 of the French
Commercial Code. The terms of this reinvestment are more fully
described in section 1.3.2 of the Draft Offer Document.
1.3.15. Liquidity
mechanism
The Offeror will propose to the beneficiaries
and holders of the Unavailable Free Shares and the holders of GSP
and IGSP Blocked Shares (the “Non-Transferable
Share Holders”) to enter into put and call options
of their Non-Transferable Shares in order to allow them to benefit
from a cash liquidity for the Non-Transferable Shares that could
not be tendered in the Offer (the “Liquidity
Agreement”), as described in section 1.3.3 of the Draft
Offer Document.
1.3.16. Other
agreements of which the Offeror
is aware
Other than the agreements described in sections
1.3.1 to 1.3.3 of the Draft Offer Document, there are, to the
knowledge of the Offeror, no other agreements likely to have an
impact on the assessment or outcome of the Offer.
-
CHARACTERISTICS OF THE OFFER
1.4. Terms of
the Offer
In accordance with Article 231-13 of the AMF’s
general regulation, the Presenting Banks, acting on behalf of the
Offeror as presenting institutions, filed the draft Offer with the
AMF in the form of a simplified public tender offer for all Shares
not currently held, directly or indirectly, by the Offeror and the
companies controlled by the Founder (other than 505,000 Shares
which are intended to be tendered in the Offer by Rock Investment
and NJJ Market).
Under the Offer, which will take place according
to the simplified procedure governed by Articles 233-1 and seq. of
the AMF’s General Regulation, the Offeror irrevocably undertakes to
acquire from the Company’s shareholders, at a price of €182 per
Share, all the Shares that will be tendered in the Offer during the
Offer period.
The attention of the Company’s shareholders is
drawn to the fact that, because the Offer is carried out according
to the simplified procedure, the Offer will not be reopened after
the publication of the final result of the Offer.
BNP Paribas, Crédit Agricole CIB and Société
Générale, as guarantors, guarantee the content and irrevocable
nature of the undertakings made by the Offeror as part of the
Offer, in accordance with the provisions of Article 231-13 of the
AMF’s General Regulation.
1.5. Adjustment
of the terms of the Offer
In the event that between the date of the Draft
Offer Document and the date of settlement-delivery of the Offer,
the Company proceeds in any form whatsoever with (i) a distribution
of dividends, interim dividends, reserves, premiums or any other
distribution (in cash or in kind), or (ii) a redemption or
reduction of its share capital and in both cases, in which the
detachment date or the reference date on which it is necessary to
be a shareholder in order to be entitled thereto is set before the
date of the settlement-delivery of the Offer, the Offer Price per
Share of the Company will be reduced accordingly, on a euro per
euro basis, to take into account this transaction.
Any adjustment of the Offer Price will be the
subject to the publication of a Press Release which will be subject
to the prior approval of the AMF.
1.6. Number
and nature of shares targeted by
the Offer
As of the date of the Draft Offer Document, the
majority shareholder of the Company and founder of the Group, the
Founder, holds, directly and indirectly through the companies he
controls16, 42,112,852 Shares and 72,340,678 voting rights of the
Company, representing 70.63% of the share capital and 78.67% of the
voting rights of the Company17, of which 11,312,172 Shares and
voting rights in the Company, representing 18.97% of the share
capital and 12.30% of the voting rights of the Company18, are held
individually by the Offeror.
The Offer targets all the Shares of the Company
not held, directly or indirectly, by the Offeror and the companies
controlled by the Founder (other than 505,000 Shares which are
intended to be tendered in the Offer by Rock Investment and NJJ
Market):
- which are
already issued, other than the Excluded Shares (as defined below),
i.e., as of the date of the Draft Offer Document and to the
knowledge of the Offeror, a maximum of 16,805,811 Shares of the
Company; and
- which may
be issued or granted before the estimated closing date of the Offer
as a result of the exercise of the Options, i.e., to the knowledge
of the Offeror and as of the date hereof, a maximum of 107,028
Shares,
i.e., as of the date of the Draft Offer Document
and to the knowledge of the Offeror, a maximum number of Shares
targeted by the Offer equal to 16,912,839.
It is specified that the Offer does not concern
the Excluded Shares, i.e.:
- the
Shares held in treasury by the Company, i.e., to the knowledge of
the Offeror and as of the date hereof, 1,165,996 Shares,
- the Free
Shares in Vesting Period and the Free Shares subject to an
Additional Retention Obligation, i.e., to the knowledge of the
Offeror and as of the date hereof, a maximum of 734,560 Shares. The
situation of the beneficiaries of Free Shares in the context of the
Offer is described in section 2.3.1 of the Press Release,
- the GSP
and IGSP Blocked Shares for which the minimum five-year lock-up
period under the GSP or IGSP, as the case may be, does not expire
until after the estimated closing date of the Offer, i.e., to the
knowledge of the Offeror and as of the date hereof, 40,716 Shares.
The situation of the beneficiaries of GSP and IGSP Blocked Shares
in the context of the Offer is described in section 2.3.3 of the
Press Release.
As of the date of the Draft Offer Document, to
the knowledge of the Offeror, there are no other equity securities
or other financial instruments issued by the Company or rights
granted by the Company that may give access, immediately or in the
future, to the Company’s share capital or voting rights.
1.6.17. Situation
of the beneficiaries of Free Shares
To the knowledge of the Offeror, as of the date
of the Draft Offer Document, the Company has set up several plans
(the “Plans”) for the allocation of free shares to
certain employees and/or corporate officers of the Company and its
Group (the “Free Shares”).
The table below summarizes the main
characteristics of the Free Share Plans in force at the date of the
Draft Offer Document, to the knowledge of the Offeror.
Plans |
Plan n°1 |
Plan n°2 |
Plan n°3 |
Plan n°3 bis |
Plan n°4 |
Date of the general assembly |
19 May 2016 |
16 May 2018 |
16 May 2018 |
21 July 2020 |
Date of the board meeting / Date of
grant |
30 August 2017 |
10 December 2018 |
22 November 2019 |
9 December 2020 |
Total number of free shares
allocated |
293,360 |
303,852 |
282,550 |
97,020 |
Date of final acquisition
|
Tranche 1 |
30 October 2020 |
30 September 2021 |
30 November 2021 |
9 December 2022 |
Tranche 2 |
30 October 2021 |
30 September 2022 |
30 November 2022 |
30 November 2023 |
Tranche 3 |
30 October 2022 |
30 September 2023 |
30 November 2023 |
30 November 2024 |
Tranche 4 |
30 October 2023 |
30 September 2024 |
N/A |
N/A |
Performance conditions |
|
|
|
|
|
Attendance conditions |
|
Number of shares acquired per Tranche
|
Tranche 1 |
40% of the total number of the allocated Free Shares |
25% of the total number of the allocated Free Shares |
30% of the total number of the allocated Free Shares |
30% of the total number of the allocated Free Shares |
Tranche 2 |
10% of the total number of the allocated Free Shares |
25% of the total number of the allocated Free Shares |
40% of the total number of the allocated Free Shares |
40% of the total number of the allocated Free Shares |
Tranche 3 |
10% of the total number of the allocated Free Shares |
25% of the total number of the allocated Free Shares |
30% of the total number of the allocated Free Shares |
30% of the total number of the allocated Free Shares |
Tranche 4 |
40% of the total number of the allocated Free Shares |
25% of the total number of the allocated Free Shares |
N/A |
N/A |
Number of shares acquired as of 30 June 2021 |
117,344 under Tranche 1 |
0 |
0 |
0 |
Number of rights cancelled as of
June 30, 2021 |
14,148 |
63,896 |
16,950 |
1,980 |
Retention period |
N/A |
Commitment to retain shares by corporate
officers |
-
up to 10% of the Free Shares of each Tranche
|
Number of shares that may be acquired as of 30 June
2021 |
161,86819 |
209,96220 |
265,60021 |
95,040 |
Among these Free Shares, as of the date of the
Draft Offer Document and to the knowledge of the Offeror, a maximum
of 849,81422 Shares acquired or likely to be acquired under the
Free Share Plans are unavailable and will remain so until the
estimated closing date of the Offer (the “Unavailable Free
Shares”), which will be, subject to the cases of lifting
of unavailability provided for by the applicable legal or
regulatory provisions (such as the death or disability of the
beneficiary) :
- for a
maximum number of 732,47023 of them, Free Shares whose vesting
period will not have expired before the estimated closing date of
the Offer and which are therefore not covered by the Offer (the
“Free Shares in Vesting Period”);
- for a
maximum number of 2,090 of them, Free Shares that are unavailable
due to the provisions of Article L. 225-197-1, II of the French
Commercial Code, pursuant to which the Board of Directors of Iliad
has imposed on the corporate officers of Iliad an obligation to
retain their Shares until the termination of their functions (the
“Additional Retention Obligations”); and
- for a
maximum number of 117,34424 of them, Free Shares that are
unavailable pending the expiration of a tax holding period (the
period provided for in a) of A of 1 ter of Article 150-0 D of the
French General Tax Code (“FGTC”) for Shares
eligible for the benefit of the provisions of Article 200 A,
paragraph 3 of the FGTC, as drafted by Article 135 of Law n°
2015-990 of August 6, 2015 for growth, activity and equal economic
opportunity) (the “Tax Retention
Obligation”).
Thus, to the knowledge of the Offeror as of the
date of the Draft Offer Document, and subject to the early vesting
and transferability events provided for by the law, the Free Shares
in Vesting Period and those subject to an Additional Retention
Obligation will not be tendered in the Offer, to the extent that
the vesting periods of the Free Shares or the Additional Retention
Obligations, as the case may be, will not have expired prior to the
estimated closing date of the Offer.
The Unavailable Free Shares will be covered by
the liquidity mechanism described in section 1.3.3 of the Press
Release, subject to the signature of a Liquidity Agreement by the
holders of the Unavailable Free Shares.
It is specified that 29,994 Free Shares likely
to be acquired under Tranche 1 of Plan 225 will be definitively
acquired on September 30, 2021 and, consequently, on the basis of
the indicative timetable set out in section 2.7 of the Press
Release, which provides for a closing date of the Offer on
September 23, 2021, these Free Shares will not be able to be
tendered in the Offer. It is specified that, in the event of the
implementation of the squeeze-out, these Free Shares will be
subject to the squeeze-out, other than 789 Free Shares which will
be subject to an Additional Retention Obligation26 subject to the
conclusion of a Liquidity Agreement by the beneficiary or holder
concerned.
It is also specified that 26,978 Free Shares
likely to be acquired under Tranche 2 of Plan 127 will definitively
vest on October 30, 2021 and, consequently, on the basis of the
indicative timetable set out in section 2.7 of the Press Release
providing for a closing date of the Offer on September 23, 2021,
these Free Shares will not be eligible to be tendered in the Offer.
It is specified that in the event of the implementation of the
squeeze-out, these Free Shares will be subject to the squeeze-out
subject to the conclusion of a Liquidity Agreement by the
beneficiary or holder concerned.
1.6.18.
Situation of Option holders
To the knowledge of the Offeror, as of the date
of the Draft Offer Document, the Company has set up a stock option
plan for the benefit of certain employees of the Company and its
Group (the “Options”), the main characteristics of
which are summarized in the table below, pursuant to decisions of
the Board of Directors dated November 7, 2011 (the “Option
Plan”).
It is specified that all the Options granted
under the Option Plan, which have not yet been exercised or have
not lapsed as of the date of the Draft Offer Document, are
exercisable by their holders as of the date of the Draft Offer
Document.
The beneficiaries of Options wishing to tender
the Shares to which these Options entitle them must have exercised
them sufficiently in advance so that the Shares resulting from the
exercise of these Options can be tendered in the Offer at the
latest on its closing date.
Such Options will lapse if not exercised by
November 6, 2021.
To the knowledge of the Offeror, the maximum
number of Shares that may be issued upon exercise of the Options
and that may be tendered in the Offer is 107,028 Shares.
The Offer concerns all 107,028 Shares that may
be issued as a result of the exercise of the Options.
The table below summarizes the main
characteristics of the ongoing Option Plan set up by the Company,
to the knowledge of the Offeror, as at the date of the Draft Offer
Document:
Plan |
Plan of November
7, 2011 |
Date of the general assembly |
24 May 2011 |
Allocation date |
7 November 2011 |
Expiry date |
6 November 2021 |
Subscription price |
79.91 € |
Attendance condition |
|
Maximum number of Shares that may be
issued upon the exercise
of the
Options |
107,028 |
1.6.19. Situation
of holders of GSP and
IGSP Blocked
Shares
To the knowledge of the Offeror, as of the date
of the Draft Offer Document:
- 34,388
Shares are held by the employees of the Offeror’s Group directly
within the group savings plan (“GSP”) and for
which the minimum lock-up period of five years provided for by
Article L. 3332-25 of the French Labor Code will not have
expired at the estimated closing date of the Offer; and
- 6,328
Shares are held by the employees of the Offeror’s Group directly
within the international group savings plan
(“IGSP”) and for which the minimum lock-up period
of five years will not have expired on the estimated closing date
of the Offer
(the “GSP and
IGSP Blocked Shares”, together
with the Unavailable Free Shares, the “Unavailable
Shares”).
Employees holding GSP and IGSP Blocked Shares
whose unavailability period does not expire until after the
estimated closing date of the Offer will benefit from the liquidity
mechanism provided for in section 1.3.3 of the Press Release.
1.7. Offeror’s
right to purchase Shares during the Offer period
As from the filing of the draft Offer with the
AMF, and until the opening of the Offer, the Offeror reserves the
right to carry out, on the market or off-market, any acquisition of
Shares in accordance with the provisions of Articles 231-38 and
231-39 of the AMF’s General Regulation, within the limits referred
to in Article 231-38, IV of the AMF’s General Regulation,
corresponding to a maximum of 30% of the existing Shares targeted
by the Offer at the Offer Price, i.e. a maximum of 5,041,743
Shares. Such acquisitions will be declared to the AMF and published
on the AMF website in accordance with applicable regulations.
1.8. Terms
and conditions of the Offer
In accordance with Article 231-13 of the AMF’s
General Regulation, the Presenting Banks, acting on behalf of the
Offeror, filed the draft Offer and the Draft Offer Document with
the AMF on 30 July 2021. On the same day, the AMF published a
notice of filing relating to the Draft Offer Document on its
website (www.amf-france.org).
In accordance with Article 231-16 of the AMF’s
General Regulation, the Draft Offer Document, as filed with the
AMF, is available to the public free of charge from the registered
office of the Offeror and from the Presenting Banks, as well as
online on the websites of the AMF (www.amf-france.org) and the
Company (www.iliad.fr/).
In addition, this Press Release containing the
main elements of the Draft Offer Document and setting out how it
may be obtained was published by the Offeror on July 30, 2021.
This Offer and the Draft Offer Document remain
subject to review by the AMF.
The AMF will publish on its website a reasoned
clearance decision with respect to the draft Offer after verifying
that the draft Offer complies with applicable laws and regulations.
In accordance with Article 231-23 of the AMF’s General Regulation,
the clearance decision will constitute approval of the Offeror’s
offer document.
The offer document approved by the AMF as well
as the other information relating in particular to the legal,
financial and accounting characteristics of the Offeror, will be
available to the public free of charge, in accordance with Article
231-28 of the AMF’s General Regulation, at the Offeror’s registered
office and from the Presenting Banks, no later than the day
preceding the opening of the Offer. Such documents will also be
available on the websites of the AMF (www.amf-france.org) and the
Company (www.iliad.fr/).
In accordance with Articles 231-27 and 231-28 of
the AMF’s general regulation, a press release indicating how such
documents are made available by the Offeror will be published no
later than the day preceding the opening of the Offer including on
the Company’s website.
Prior to the opening of the Offer, the AMF will
publish a notice announcing the opening and timetable of the Offer,
and Euronext Paris will publish a notice announcing the
arrangements and timetable of the Offer.
1.9. Procedure
for tendering in the
Offer
The Shares tendered in the Offer must be freely
tradable and free from any lien, pledge, charge or other security
interest or restriction of any kind restricting the free transfer
of ownership thereof. The Offeror reserves the right to reject any
Shares tendered under the Offer that do not comply with this
condition.
The proposed Offer and all agreements relating
thereto are subject to French law. Any dispute or litigation,
regardless of its subject matter or basis, relating to this draft
Offer shall be brought before the competent courts.
The Offer will be open for a period of twelve
(12) trading days. The attention of the Company’s shareholders is
drawn to the fact that, as the Offer is carried out under the
simplified procedure, in accordance with the provisions of Articles
233-1 and seq. of the AMF’s General Regulation, it will not be
reopened following the publication of the final result of the
Offer.
The Shares held in registered form will have to
be converted into bearer shares in order to be tendered in the
Offer. Consequently, shareholders whose Shares are in registered
dorm and who wish to tender them in the Offer must request as soon
as possible the conversion of their Shares into bearer shares in
order to tender them to the Offer. It is specified that the
conversion to bearer shares of registered shares will result in the
loss for these shareholders of the advantages linked to the holding
of these shares in registered form.
Shareholders whose Shares are registered in an
account managed by a financial intermediary and who wish to tender
their Shares in the Offer will have to submit to the financial
intermediary depositing their Shares an irrevocable tender or sale
order the Shares at the Offer Price, using the template made
available to them by this intermediary in due time so that their
order can be executed and at the latest on the closing date of the
Offer, specifying whether they opt for the sale of their Shares
directly on the market or the tendering of their Shares in the
semi-centralized Offer via Euronext Paris in order to benefit from
the Offeror covering the brokerage fees as described in section
2.10 of the Press Release. Shareholders who tender their Shares in
the Offer should contact their respective financial intermediaries
in order to obtain information on the possible constraints of each
of these intermediaries as well as their own procedures for taking
into account sell orders in order to be able to tender their Shares
in the Offer in accordance with the terms and conditions described
in the sections below.
Market-based procedure for tendering shares to
the Offer:
The shareholders of the Company wishing to
tender their Shares in the Offer through the procedure of sale on
the market will have to submit their sell order at the latest on
the last day of the Offer and the settlement will be carried out as
and when the orders are executed, two (2) trading days after each
execution of the orders, it being specified that the trading costs
(including brokerage fees and related VAT) will remain at the
expense of the selling shareholder on the market.
Exane BNP Paribas, investment services provider
authorized to act as a market maker in connection with the Offer,
will acquire, on behalf of the Offeror, the Shares that will be
sold on the market, in accordance with the applicable
regulations.
Semi-centralized procedure for tendering shares
to the Offer:
The shareholders of the Company wishing to
tender their Shares in the semi-centralized Offer by Euronext
Paris, will have to submit their tender order at the latest on the
last day of the Offer (subject to the specific deadlines of certain
financial intermediaries). The settlement-delivery will then take
place after the completion of the semi-centralization
operations.
In this context, the Offeror will bear the
brokerage fees of the shareholders, it being specified that the
conditions of this assumption are described in section 2.10 of the
Press Release.
Euronext Paris will pay directly to the
financial intermediaries the amounts due for the reimbursement of
the expenses mentioned below, as from the date of settlement and
delivery of the semi-centralization.
1.10. Indicative
timetable of the Offer
Prior to the opening of the Offer, the AMF will
publish a notice of opening and timetable, and Euronext Paris will
publish a notice announcing the terms and conditions and opening of
the Offer.
An indicative timetable is set out below:
Dates |
Main steps of the Offer |
30 July 2021 |
- Filing of the draft Offer and the
Offeror’s Press Release with the AMF.
- Availability of the Press Release
to the public at the registered offices of the Offeror and of the
Presenting Banks and its posting on the Company’s website
(www.iliad.fr/) and on the AMF’s website (www.amf-france.org).
- Distribution of the Press Release
on the filing and availability of the Press Release.
|
26 August 2021 |
- Filing of the draft reply document
of the Company with the AMF, including the reasoned opinion of the
Board of Directors of the Company and the report of the independent
expert.
- Availability of the draft reply
document of the Company to the public at the registered office of
the Company and its posting on the Company’s website
(www.iliad.fr/) and on the AMF’s website (www.amf-france.org).
- Distribution of the press release
on the filing and availability of the draft reply document of the
Company.
|
7 September 2021 |
- Publication of the clearance of the
Offer by the AMF, approving of the Offeror’s offer document and the
Company’s note in response.
- Availability of the offer document
to the public at the registered offices of the Offeror and of the
Presenting Banks and its posting on the Company’s website
(https://www.iliad.fr/) and on the AMF’s website
(www.amf-france.org).
- Availability to the public at the
registered office of the Company and its posting on the Company’s
website (https://www.iliad.fr/) and on the AMF’s website
(www.amf-france.org) of the aforementioned note en réponse.
|
7 September 2021 |
- Availability to the public at the
registered offices of the Offeror and of the Presenting Banks and
its posting on the Company’s website (https://www.iliad.fr/) and
the AMF’s website (www.amf-france.org) of information relating to
the legal, financial and accounting characteristics of the
Offeror.
- Distribution by the Offeror of the
press release on the availability of the approved offer document
and of the information relating to the legal, financial and
accounting characteristics of the Offeror.
- Availability to the public at the
Company’s registered office and on the Company’s website
(https://www.iliad.fr/) and the AMF website (www.amf-france.org of
the information relating to the legal, financial and accounting
characteristics of the Company.
- Distribution by the Company of the
Press Release on the availability of the approved reply document
and of the information relating to the legal, financial and
accounting characteristics of the Company.
|
8 September 2021 |
|
23 September 2021 |
|
28 September 2021 |
- Publication of the notice of result
of the Offer by the AMF.
|
4 October 2021 |
- Settlement and delivery of the
Semi-Centralized Offer.
|
Within a short period of time from the closing of the Offer |
- If necessary, implementation of the
squeeze-out and delisting of the Shares from Euronext Paris, if the
conditions are met.
|
1.11. Costs
of the Offer
The overall amount of all expenses, costs and
disbursements incurred by the Offeror in connection with the Offer,
including the fees and other expenses of its external financial,
legal and accounting advisors, along with those of appraisers and
other consultants, and publicity and communication expenses, is
estimated at approximately €12 million (excluding VAT).
In addition, the tax on financial transactions
under Article 235 ter ZD of the French General Tax Code, borne by
the Offeror on the Shares tendered in the Offer, will be added to
these expenses.
1.12. Financing
of the Offer
The acquisition by the Offeror of all the Shares
targeted by the Offer on the basis of the Offer Price would
represent, a maximum amount of €3,078,136,698(excluding
miscellaneous expenses and commissions).
The acquisition of the Shares targeted by the
Offer will be financed by intra-group loans granted by HoldCo to
the Offeror. In this context, HoldCo has entered into a credit
agreement under English law entitled “Senior Secured Bridge to Bond
Facilities Agreement” with, among others, BNP Paribas, Crédit
Agricole Corporate and Investment Bank, J.P. Morgan and Société
Générale, acting as arrangers, as well as a group of lenders and
guarantor banks, under the terms of which the lenders will provide
credit facilities for a maximum aggregate principal amount of
€3,600,000,000 (the “Bank
Financing”), which will also be used to refinance
a portion of HoldCo’s debt and to finance the Group’s general
corporate purposes, if any. The Bank Financing is intended to be
refinanced at the end of the Offer by one or more high-yield bond
issues issued by HoldCo.
1.13.
Reimbursement of brokerage fees and
intermediaries’
remuneration
Except as set forth below, no fee or commission
will be reimbursed by the Offeror to any Shareholder tendering
Shares in the Offer or to any intermediary or person soliciting the
tender of Shares in the Offer.
The Offeror will bear the brokerage fees and the
related VAT paid by the holders of Shares having tendered their
Shares to the Semi-Centralized Offer, up to a maximum of 0.3%
(excluding VAT) of the amount of the Shares tendered in the Offer
with a maximum of €150 per file (including VAT). Holders who are
eligible for the reimbursement of brokerage fees as described above
(and the related VAT) will only be holders of Shares who are
registered in their account on the day preceding the opening of the
Offer and who tender their Shares in the Semi-Centralized Offer.
Holders who sell their Shares in the market will not be entitled to
the aforementioned reimbursement of brokerage fees (and related
VAT).
1.14. Offer
restrictions outside of France
The Offer has not been the subject of any
application for registration or visa with any financial market
regulatory authority other than the AMF and no steps will be taken
in this respect.
The distribution of the Press Release, the
Offer, the acceptance of the Offer and the delivery of the Shares
may, in certain countries, be subject to specific regulations or
restrictions. The Offer is not addressed to persons subject to such
restrictions, either directly or indirectly, and is not likely to
be accepted from any country where the Offer is subject to
restrictions. Consequently, persons coming into possession of the
Press Release or any other document relating to the Offer must keep
themselves informed of the applicable legal or regulatory
restrictions and comply with them. Failure to comply with these
restrictions may constitute a violation of applicable securities
laws and regulations in certain countries.
The Press Release and any other document
relating to the Offer do not constitute an offer to sell, exchange
or acquire financial securities or a solicitation of such an offer
in any country where such an offer or solicitation would be
unlawful or to any person to whom such an offer could not validly
be made or would require the publication of a prospectus or the
fulfilment of any other formality under local financial law.
Shareholders of the Company located outside of France may only
participate in the Offer to the extent that such participation is
permitted under the local law to which they are subject, without
any formality or publicity being required from the Offeror.
The Offeror disclaims any liability for any
violation by any person located outside of France of any foreign
legal or regulatory restrictions applicable to such person.
United States of America
None of the Offer Documents, including the Press
Release, constitutes an extension of the Offer into the United
States and the Offer is not being made, directly or indirectly, in
the United States to U.S. persons (as defined in Regulation S under
the U.S. Securities Act of 1933, as amended), by means of the mails
or by any means of communication or instrumentality of commerce
(including, without limitation, transmission by facsimile, telex,
telephone or electronic mail) of the United States or through the
facilities of a United States securities exchange. Accordingly, no
copy of the Announcement, and no other documents relating to the
Offer, may be mailed, communicated or distributed by any
intermediary or other person in the United States in any manner
whatsoever. No holder of Securities may tender its Shares in the
Offer unless it can represent that (i) it is not a U.S. Person,
(ii) it has not received in the United States a copy of the Press
Release or any other document relating to the Offer, and that it
has not sent any such document to the United States, (iii) it has
not used, directly or indirectly, the postal services, means of
telecommunications or other instruments of commerce or the services
of a United States securities exchange in connection with the Offer
(iv) it was not in the United States when it accepted the Offer or
submitted its tender order, and (v) it is not acting as an agent or
nominee for any principal other than a principal who has instructed
it outside the United States. Authorized Intermediaries will not be
permitted to accept orders for the tender of securities that are
not made in accordance with the foregoing provisions, except as
otherwise authorized or instructed by or on behalf of the Offeror,
at the Offeror’s discretion. Any acceptance of the Offer that could
be assumed to result from a breach of these restrictions will be
deemed void.
The Press Release is not an offer to buy or sell
or a solicitation of an order to buy or sell any securities in the
United States and has not been filed with the U.S. Securities and
Exchange Commission.
For purposes of the preceding two paragraphs,
the United States means the United States of America, its
territories and possessions, or any of its states and the District
of Columbia.
1.15. Tax
treatment of the Offer
The tax treatment of the Offer is described in
section 2.12 “Tax Treatment of the Offer” of the Draft Offer
Document.
-
Summary of the Offer Price assessment
This table shows the implied share price derived
from the application of selected assessment methods, as well as the
premia derived from the Offer price:
See the table in the PDF (enclosed).
Notes:
1) Target prices
published post announcement of the cash flow revision of 18 May
2021,
2) Ranges based on the
first and third quartiles of the sample. Including Orange, Orange
Belgium, Proximus, Telefonica, Telefonica D., A1, TIM, Vodafone,
KPN, Telia and Telenet,
3) Including Orange
Belgium, Altice Europe, Play Communication and Vivacom,
4) EBITDAaL adjusted
for interests on lease debt.
Disclaimer This Press Release has been prepared
for information purposes only. It does not constitute an offer to
the public. 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 directed to any
person subject to such restrictions, neither directly, nor
indirectly, and may not be accepted from any jurisdiction where the
Offer would be subject to such restrictions. This Press Release is
not intended for distribution in such countries. Consequently, the
persons in possession of this Press Release are required to inform
themselves about the local restrictions that may apply and to
comply with them. HoldCo II declines all responsibility for any
violation by any person of these restrictions. |
1
A simplified joint
stock company (société par actions simplifiée) with a share capital
of €3,328,613,876, having its registered office located at 16 rue
de la Ville L’Évêque, 75008 Paris, and registered with the Paris
Trade and Companies Registry under number 811 282 789, whose
share capital is entirely owned by Mr. Xavier Niel.
2
(i) HoldCo, (ii)
HoldCo II, (iii) NJJ Market, a simplified joint stock company
(société par actions simplifiée) with a share capital of
€10,000,000, having its registered office located at 16 rue de la
Ville L’Évêque, 75008 Paris, and registered with the Paris Trade
and Companies Register under number 521 216 077 (“NJJ
Market”) and (iv) Rock Investment, a simplified joint
stock company (société par actions simplifiée) with a share capital
of €246,000,000, having its registered office located at 16 rue de
la Ville L’Évêque, 75008 Paris, and registered with the Paris Trade
and Companies Register under number 795 278 860 (“Rock
Investment”).
3
On the basis of a
share capital composed of 59,622,465 shares representing 91,953,487
theoretical voting rights as of June 30, 2021, in accordance with
the provisions of Article 223-11 of the AMF’s General
Regulation.
4
On the basis of a
capital composed of 59,622,465 shares representing 91,953,487
theoretical voting rights as of June 30, 2021, in accordance with
the provisions of Article 223-11 of the AMF’s General
Regulation.
5
The balance of
HoldCo II’s share capital is held by corporate officers of the
Group.
6
AMF document n°
220C0209 dated January 16, 2020.
7
It is specified
that the number of Shares stated in the Company’s bylaws does not
take into account the Shares resulting from the exercise of Options
since January 1, 2021.
8
In accordance with
Article 223-11 of the AMF’s General Regulation, the total number of
voting rights is calculated on the basis of all shares to which
voting rights are attached, including shares without voting
rights.
9
Pursuant to the
threshold crossing disclosure dated May 20, 2021 , Mr. Xavier Niel
specified that he holds, directly and indirectly through the
companies he controls, 800,000 Shares under a “call spread”
expiring on September 26, 2022, which may be exercised at any time
up to their expiry date, at a unit price starting at €168.47 per
share. These 800,000 shares are not included in the shares and
voting rights held by Rock Investment for the purposes of the
capitalization table.
10
(i) HoldCo, (ii)
HoldCo II, (iii) NJJ Market and (iv) Rock Investment.
11
On the basis of a
share capital composed of 59,622,465 shares representing 91,953,487
theoretical voting rights as of June 30, 2021, in accordance with
the provisions of Article 223-11 of the AMF’s General
Regulation.
12
On the basis of a
share capital composed of 59,622,465 shares representing 91,953,487
theoretical voting rights as of June 30, 2021, in accordance with
the provisions of Article 223-11 of the AMF’s General
Regulation.
13
AMF document n°
221C1140 dated May 20, 2021.
14
AMF document n°
220C1850 dated June 9, 2020.
15
AMF document n°
221C1140 dated May 20, 2021.
16
(i) HoldCo, (ii)
HoldCo II, (iii) NJJ Market and (iv) Rock Investment.
17
On the basis of a
share capital composed of 59,622,465 shares representing 91,953,487
theoretical voting rights as of June 30, 2021, in accordance with
the provisions of Article 223-11 of the AMF’s General
Regulation.
18
On the basis of a
share capital composed of 59,622,465 shares representing 91,953,487
theoretical voting rights as of June 30, 2021, in accordance with
the provisions of Article 223-11 of the AMF’s General
Regulation.
19
This number takes
into account the achievement of the performance conditions for the
Free Shares of Tranche 2.
20
This number has
been adjusted to take into account the non-achievement of certain
performance conditions for the Free Shares of Tranche 1.
21
This number takes
into account the achievement of the performance conditions for the
Free Shares of Tranche 1.
22
This number has
been adjusted to take into account the non-attainment of certain
performance conditions for the Free Shares of Tranche 1.
23
This number has
been adjusted to take into account the non-achievement of certain
performance conditions for the Free Shares of Tranche 1.
24
This number
includes the 2,090 Free Shares subject to an Additional Retention
Obligation as of the date of the Draft Offer Document.
25
The number of Free
Shares that may be acquired under Tranche 1 of Plan 2 has been
adjusted to take into account the non-achievement of certain
performance conditions.
26
This number has
been adjusted to take into account the non-achievement of certain
performance conditions.
27
The number of Free
Shares that may vest under Tranche 2 of Plan 1 takes into account
the achievement of performance conditions.
- OPAS Iliad - Communiqué normé (V ENG) 30.07.2021 - VF