Thursday, January 7, 2016

RICHEL: note Project in response 01/06/16 – Zonebourse.com

1. SUMMARY OF THE OFFER CONDITIONS

In application of Article L.433-1 of the Monetary and Financial Code and in accordance with Title III of Book II and in particular with Articles 231-1, 233-1 2 °, 235-2 and 234-2 of the general regulations of the AMF, Green Step, 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 of Tarascon and Companies Register under number 812 702 850 (“Green Step” or the “Offeror”) has irrevocably committed to providing shareholders of Richel Group, a public limited company Board with share 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 of 302,691 shares Richel Group, at a price of 9, 50 euros per share Richel Group paid exclusively in cash, under the conditions described below (the “Offer”).

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.

All of the outstanding shares of Richel Group, or 4,283,412 shares at January 6, 2016, is admitted to trading on the Alternext market of Euronext Paris under ISIN code FR0000078875 and whose mnemonic is “ALRIC”.

Step Green was incorporated July 22, 2015 for the purposes of the simplified tender offer filed January 6, 2016 the shares of the Company. Green Step is controlled by the family of Mr. Christian Richel, CEO of Richel Group, and the family of Mr. Jean-Marc Richel 1 . They are also major shareholders of Richel Group 2 .

The Offer is made under the simplified procedure governed by Articles 233-1 et seq of the AMF General Regulations.

The Offer is presented by Crédit Agricole Alpes Provence which guarantees the content and the irrevocable nature of the undertakings given by the Offeror under the Offer pursuant to the provisions of Article 231-13 of the AMF General Regulations.

The Offer will be open for a period of 10 trading days.

1 The family of Mr. Christian Richel (Christian Richel, his son and his daughter) and the family of Mr. Jean-Marc Richel (Jean-Marc Richel and daughters ) hold in equal shares at the date of this draft Circular, indirectly through the company Green Development (simplified joint stock company controlled by the families of Messrs. Christian and Jean Marc Richel capital of 11,250,000 euros, the head office is located 70 rue Michel Ange, 75016 Paris, registered with the Paris Trade and Companies Register under number 444 123 897, hereafter “Green Development”) 76,474 shares 116,765 shares of Green Step, representing Overall 65.5% stake in Green Step, the balance being held up to 40,281 shares, or 34.5%, BNP Paribas Développement, a joint stock company with capital of 115,186,400 euros, whose head office is located 20 rue Chauchat 75009 Paris, registered with the Paris Trade and Companies Register under number B 348 540 592 (hereinafter, “BNP Paribas Développement”) and up to 10 shares, representing less than 0.01% , by Mr. Christian Richel.

2 Family Christian Richel (Christian Richel, his son and his daughter) and the family of Mr. Jean-Marc Richel (Jean-Marc Richel and daughters) hold indirectly via Green Development and Green Step, 3980721 Richel Group shares representing as many voting rights, ie 92.93% of capital and 92.64% of the Company’s voting rights, calculated in accordance with the provisions of Article 223-11 of the AMF General Regulation, on the basis of a capital composed of 4,283,412 shares representing 4,296,798 voting rights on January 6th, 2016.

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