01/08/2016 | 1:41
Advised by Sodica ECM Presented by Crédit Agricole Alpes Provence unit of the Offer price: 9.50 euros per share Richel Group Offer Period 10 trading days The timetable of the Offer will be set by the AMF in accordance with its general regulations Important Subject to the conformity decision of the Authority Marchés Financiers (the “AMF”), at the end of this simplified tender offer purchase, s Offeror intends to request the AMF, within a period of three months after the closing of the Offer, the implementation of a squeeze-out of the shares of the Company if the shares not tendered into the Offer Company does not represent more than 5% stake and the Company’s voting rights, according to articles 237-14 et seq of the AMF General Regulations. Richel Group shares that have not been tendered to the simplified tender offer will be transferred to the company Green Step, subject to compensation of 9.50 euros per share Richel Group. The Offer will be open in accordance with the provisions of Article 231-32 of the General Regulations of the AMF, the day after the dissemination of information notes and notes in response referred established Step by Green and Richel Group and information on the characteristics, including legal, financial and accounting Green Step and Richel Group. This press release relating to the filing of a draft prospectus in response to the tender offer, the draft was the subject of a deposit January 6, 2016 with the AMF was established by Richel Group. It is distributed pursuant to Article 231-26 of the AMF General Regulations. This Offer and Circular projects and reply document remain subject to review by the AMF. The draft reply document is available on the AMF website (www.amf-france.org), on the Internet website of Richel Group (www.richel.fr) and may be obtained free of charge from: RICHEL GROUP, Craft Zone Les Grandes Terres, Station Road, 13810 Eygalières; SODICA ECM, 100 boulevard du Montparnasse 75014 Paris; FUND REGIONAL CREDIT AGRICOLE MUTUEL ALPS PROVENCE, 25 chemin des 3 cypress 13097 Aix en Provence. In accordance with Article 231-28 of the AMF General Regulation, the information relating to the characteristics, legal, financial and accounting Green Step Richel Group companies and will be available to the public on the same terms at the latest the day before the opening of the Offer. In application of Article L.433-1 of the Code monétaire et financial and in accordance with Title III of Book II and in particular the provisions of Articles 231-1, 233-1 2 °, 235-2 and 234-2 of the AMF General Regulation, Green Step, a simplified joint stock company with capital of 11,676,500 euros, whose registered office is at Quartier de la Gare, 13810 Eygalieres, registered in the commercial register and Tarascon under number 812 702 850 (“Green Step” or the “Offeror”) s’ has irrevocably committed to providing shareholders of Richel Group, a public limited company with a board of directors with a capital of 1 713 364.80 euros, whose registered office is Zone Artisanale Les Grandes Terres, Station Road, 13810 Eygalières and registered in the commercial register of Tarascon and Companies Register under number 950 012 245 (hereinafter “Richel Group” or the “Company”) to acquire all of Richel Group shares not held by it, either at January 6, 2016 A maximum number of 302,691 shares Richel Group, at a price of 9.50 euros per share payable Richel Group exclusively in cash, under the conditions described below (the “Offer”). It is specified that Richel Group has announced its irrevocable commitment to non contribution to the Offer of 34 480 treasury shares. In accordance with articles 237-14 to 237-19 of the AMF General Regulation, if the Offeror comes to own more than 95% of the capital and Richel Group’s voting rights to Following the Offer, Green Step require the implementation of a squeeze on publication by the AMF of the results notice of the Offer and no later than within three months of its completion. Consequently, the shares of the company Richel Group that have not been tendered to the Offer will be transferred to the Offeror subject to compensation of 9.50 euros per share, equal to the Offer Price. The Offer is part of taking indirect participation of BNP Paribas Development Richel Group, made through the company Green Step, as part of a reorganization of the MM family interests. Christian and Jean-Marc Richel Richel Group capital. The Offer will be carried out under the simplified procedure in accordance with Articles 233-1 et seq of the AMF General Regulation, insofar Green Step holds the majority of share capital and voting rights Richel Group. The Offer and gives the opportunity to the minority shareholders of Richel Group to benefit from immediate liquidity of their shares at a price of 9.50 euros, a price higher than externalized by reorganizing the Company’s control structure. In addition, the offer price of 9.50 euros, represents a premium of 28.2% over the share price Richel Group at the close of the last session stock market before the suspension during the December 18, 2015, then 7.41 euros. Green Step require implementation at the close of the Offer or within three months after its closure a squeeze on non-submitted shares on offer if said celles- do not represent more than 5% of the capital or of the voting rights. The fairness of that price was the subject of an attestation by an independent expert. In accordance with Articles 261-1 et seq of the AMF General Regulations, Cabinet Farthouat Finance, represented by Marie-Ange Farthouat designated by Richel Group as an independent expert in connection with the Offer, concluded in its report of 18 December 2015 that: ” Summary of values Values (€) Premiums / (discounts) Transaction Reference Low 7.47 27% 15% High 8.26 Share price (at 07.31.2015) Last 55% 6.1 1 month Average 6.0 58% Average 3 months 65% 5.8 5 Average 6 months 7 67% 12 months Average 5.4 77% DCF Central Value 9.1 4% Down 8 7 9% High 0 9.5% Comparable Fellows (indicative) Low 8.7 9% High 10.1 – 6% average 9.4 1% The price offered is higher by over 50% in the course of pre-announcement trading the ‘capital reorganization transaction. The price of € 9.50 per share Richel Group offers a premium to the price agreed between the parties for the valuation of Richel Group shares originally in the transaction under this Offer Public. The price of € 9.50 per share is close to the emerging value of the discounted operating cash flows and highlights multiple consistent with those of a sample of midcaps “industrial” . The price of € 9.50 per share is fair to the minority shareholders of Richel Group. “ The Board of Richel Group met in its meeting on 21 December 2015 in the presence of Mr Christian Richel, Chairman of the Board, to review the draft Offer followed the Squeeze and make a reasoned opinion on this project and its consequences for the Company and its shareholders. The following documents were made available to members of the board: The project joint information note prepared by the company Green Step and Richel Group including having the characteristics, terms and conditions of the proposed Offer and the presentation of the Offer Price of appreciation of elements prepared by Sodica ECM on behalf of the Caisse Régionale de Crédit Agricole Mutuel Alpes Provence, presenting bank of the Offer; The information of draft documents relating to the Offeror and the Company to be the subject of a publication in the framework of the Offer ; The report by the firm Farthouat Finance, represented by Marie-Ange Farthouat, in its capacity as independent expert. The Board noted (i) that the price offered in the Tender Offer was considered by the independent expert to be fair to the minority shareholders of Richel Group and (ii) the intentions of the company Green Step on the Company’s strategy and orientation in employment. On this basis, the Board of Richel Group has made the following reasoned opinion: “In light of the foregoing, the Council, after deliberation, takes unanimously the following decisions: Offer decides that the project conforms to both own interests to those of Richel Group its shareholders; approves the Offer to be made by the Company Green Step and the terms of the proposed joint information note and information Further to the Company, and therefore decides to issue a favorable opinion on the Offer and recommend that shareholders tender their shares to the Offer, provided that the non-tendered shares will be transferred to the company Green Step, if the squeeze can be implemented; gives all powers to the Chairman of the Board of Directors to sign the certificate relating to the information note on the document and the “other information” on Richel Group; – [...]. “ This press release was prepared for information purposes only. It does not constitute an offer to the public and is not intended for distribution in countries other than France. The distribution of this announcement, the Offer and its acceptance may be subject to specific regulations or restrictions in certain countries. The Offer is not addressed to individuals subject to such restrictions, either directly or indirectly, and is not likely to be any acceptance from a country where the Offer would be subject to such restrictions. Consequently, persons in possession of this press release must inquire about any applicable local restrictions and comply with them. The Company disclaims any responsibility for any violation of such restrictions by any person.
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