[iliad press release] Press release relating to the squeeze-out
procedure for the shares of iliad following the simplified tender
offer initiated by Holdco II
This Press Release does not constitute an offer
to purchase securities.
PRESS RELEASE
DATED OCTOBER
5TH,
2021
RELATING TO THE SQUEEZE-OUT PROCEDURE FOR
THE SHARES OF ILIAD
FOLLOWING THE
SIMPLIFIED TENDER OFFER
INITIATED BY HOLDCO
II
AMOUNT OF
INDEMNIFICATION: 182 euros per
Iliad share |
AMF This press release was prepared and
distributed by HoldCo II in accordance with the provisions of
Article 237-3 III of the General Regulation of the French Autorité
des Marchés Financiers (the “AMF”) and Article 9
of the AMF instruction no. 2006-07 relating to public tender
offers. |
Target
company: 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 Registry under number 342 376 332 (the
“Company” or “Iliad”) and whose
shares are listed on compartment A of the Euronext Paris regulated
market under ISIN code FR0004035913, mnemonic “ILD” (the
“Shares”).
Offeror:
HoldCo II, a simplified joint stock company (société par actions
simplifiée) with a share capital of €552,672, 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 (“HoldCo II” or the
“Offeror”).
Terms and conditions of the
squeeze-out:
Following the simplified tender offer for the
Shares initiated by the Offeror, which was cleared by the AMF on
September 7th, 2021 (AMF decision no. 221C2323 of September 7th,
2021) (the “Tender Offer”) and
which was carried out from September 9th, 2021 to September 24th,
2021 (included), the Offeror holds directly 57,568,859 Shares and
voting rights of the Company, representing 96.40% of the share
capital and 96.17% of the voting rights of the Company1.
By letter dated October 4th, 2021, BNP Paribas,
Crédit Agricole Corporate and Investment Bank and Société Générale,
acting on behalf of the Offeror, informed the AMF of the Offeror’s
decision to implement the squeeze-out procedure for the Shares of
the Company not held by the Offeror, as the Offeror had expressed
its intention to do so in the offer document relating to the Tender
Offer, which received from the AMF visa no. 21-386 dated September
7th, 2021 (the “Offer Document”).
The conditions required by Article L. 433-4, II
of the French Monetary and Financial Code and Articles 237-1 et
seq. of the AMF’s General Regulations to carry out the squeeze-out
procedure for the Company’s Shares are met:
-
excluding the 1,139,350 Shares held in treasury by the Company and
the 98,663 Shares that are subject to put and call options
agreements provided for in the liquidity agreements entered into
between HoldCo II and the holders of these Shares and which are
assimilated under Article L.233-9, I 4 of the French Commercial
Code (the “Unavailable Shares”),
the 913,246 Shares of the Company held by the minority shareholders
represent 1.53% of the share capital and 1.76% of the theoretical
voting rights of the Company2, i.e., not more than 10% of the
Company’s outstanding capital and voting rights;
- when
examining the clearance of the proposed Tender Offer, the AMF had
at its disposal (i) the valuation report drawn up by BNP Paribas,
Crédit Agricole Corporate and Investment Bank and Société Générale,
the presenting institutions of the Tender Offer and (ii) the report
of BM&A Advisory & Support, the independent expert, which
concluded that the price offered was fair in view of a squeeze-out;
and
- the
squeeze-out will be carried out on the same financial terms as the
Tender Offer, i.e. 182 euros per Share, it being understood that
this compensation is net of all costs.
In accordance with AMF notice no. 221C2601 of
October 5th, 2021, the squeeze-out will target the Shares not held
by the Offeror, with the exception of the 1,139,350 Shares held in
treasury by the Company and the 98,663 Unavailable Shares.
The suspension of the quotation of the Shares is
maintained until the implementation of the squeeze-out.
In accordance with Article 237-4 of the AMF’s
General Regulation, the Offeror has undertaken to pay the total
amount of the indemnity into a blocked account opened for this
purpose with Société Générale Securities Services, the centralizing
agent for compensation transactions.
In accordance with the provisions of Article
237-8 of the AMF’s General Regulation, the funds corresponding to
the compensation of the Shares which will not have been claimed by
the depositary institutions on behalf of the beneficiaries will be
kept by Société Générale Securities Services for a period of ten
years as from the date of implementation of the squeeze-out and
will be paid to the Caisse des Dépôts et Consignations at the end
of this period. These funds will be at the disposal of the
beneficiaries subject to the thirty-year prescription period in
favor of the French State.
In accordance with the provisions of Article
237-5 of the AMF’s General Regulation, the Offeror will publish a
notice informing the public of the squeeze-out in a legal gazette
(journal d’annonces légales) in the place of the Company’s
registered office.
Euronext has published a timetable of the
squeeze-out of the Shares and the date of delisting of the Shares
from the regulated market of Euronext Paris, i.e. October 14th,
2021.
The Offer Document as well as the other
information relating in particular to the legal, financial and
accounting characteristics of HoldCo II, filed with the AMF on
September 7th, 2021, are available on the websites of Iliad
(www.iliad.fr/) and the AMF (www.amf-france.org) and can be
obtained free of charge from Iliad (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 États-Unis,
CS 70052 92547 Montrouge Cedex) and Société Générale
(GLBA/IBD/ECM/SEG, 75886 Paris Cedex 18).
The response document relating to the Tender
Offer drafted by Iliad and approved by the AMF under visa no.
21-387 on September 7th, 2021, as well as the other information
relating in particular to the legal, financial and accounting
characteristics of Iliad, filed with the AMF on September 7th,
2021, are available on the websites of Iliad (www.iliad.fr/) and
the AMF (www.amf-france.org) and may be obtained free of charge
from Iliad (16 rue de la Ville L’Évêque, 75008 Paris).
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 Tender Offer
and its acceptance may be subject to specific regulations or
restrictions in certain countries. The Tender 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
Tender 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 and Iliad decline all responsibility
for any violation by any person of these restrictions.
1 On the basis
of a share capital composed of 59,720,118 shares representing
59,862,027 theoretical voting rights as of September 30th, 2021, in
accordance with the provisions of Article 223-11 of the AMF’s
General Regulation.
2
On the basis of a
share capital composed of 59,720,118 shares representing 59,862,027
theoretical voting rights as of September 30th, 2021, in accordance
with the provisions of Article 223-11 of the AMF’s General
Regulation.