PRESS RELEASE
RELATING TO THE FILING OF A DRAFT RESPONSE DOCUMENT IN RELATION TO
THE TENDER OFFER TARGETING THE SHARES OF DIRECT
ENERGIE INITIATED BY TOTAL
This press release was prepared by Saft Groupe and
made available to the public pursuant to Article 231-26 of the
General Regulation of the Autorité des marchés
financiers ("AMF") on 6 July
2018.
THIS OFFER, THE DRAFT OFFERING DOCUMENT AND THE
DRAFT RESPONSE DOCUMENT ARE SUBJECT TO AMF'S REVIEW. |
The draft response memorandum
(the "Draft Response Document") is
available on the Internet websites of Direct Energie
(www.direct-energie.com) and the AMF (www.amf-france.org) and may
be obtained free of charges from: Direct Énergie, 2bis rue Louis
Armand, 75015 Paris.
-
Description of the Offer
Pursuant to Title III of Book II
and more specifically Articles 233-1 2° and 234-2 of the AMF's
General Regulation, Total S.A., a limited liability corporation
(société anonyme) with a board of directors
and share capital of 6,660,782,345 euros, having its registered
office at 2 place Jean Millier, La Défense 6, 92400 Courbevoie,
registered with the Nanterre Trade and Companies Register under
number 542 051 180 (the "Offeror" or
"Total"), makes an irrevocable offer to the
shareholders of Direct Énergie, a limited liability corporation
(société anonyme) with a board of directors
and share capital of 4,560,836.90 euros, having its registered
office at 2 bis rue Louis Armand, 75015 Paris, registered with the
Paris Trade and Companies Register under number 442 395 448
(the "Company" or "Direct
Énergie"), the shares of which are traded on Euronext Paris
under ISIN Code FR0004191674 (the "Shares"),
to acquire all the Shares that are not held by the Offeror at a
price of €42 per share (the "Offer"). The
Offer is further described in the draft offer memorandum prepared
by Total (the "Draft Offer Document") and in
section 2.4 of the Draft Response Memorandum.
The Offer, which follows the
acquisition by the Offeror of 33,311,459 Shares representing, on
the basis of the number of shares issued as of 30 June 2018,
approximately 73.04% of the share capital and 71.16% of the
theoretical voting rights of the Company, targets:
-
all of the 12,296,910 Shares issued and
outstanding that are not held by the Offeror as of the date of the
Offer, with the exception of the 1,810 treasury Shares held by
Direct Énergie on the one hand, and, on the other hand, of the
717 065 Non-Transferable Shares that are issued and held by
corporate officers of the Company or their personal holding
companies (the "Personal Holding
Companies") that benefit from, subject to certain conditions,
the liquidity mechanisms described in Section 2.7 of the Draft
Response Document; and
-
the 1,043,158 Shares that may be issued prior to
the closing date of the Offer, as a result of the exercise of the
1,043,158 Share subscription options granted to employees and
corporate officers of the Company or its subsidiaries that are
outstanding on 30 June 2018 (the "Options") with the exception of Non-Transferable Shares
that may be issued as a result of the exercise of the Options and
held by corporate officers of the Company that benefit from,
subject to certain conditions, the liquidity mechanisms described
in Section 2.7 of the Draft Response Document.
The Offer does not include the
1,309,712 Share subscription warrants issued as of October 31, 2017
for the exclusive benefit of Lucia Holding SAS (the "Quadran Warrants"), which are, in accordance with their
terms and conditions, non-transferable, nor does it include the
Shares that may be issued as a result of the exercise of the
Quadran Warrants[1], no Quadran
BSA being exercisable prior to the closing of the Offer (in
accordance with the applicable issuance conditions).
The Offer will be conducted in
accordance with the simplified procedure set forth in Articles
233-1 et seq. of the AMF's General Regulation.
The Offer will be opened for a period of thirty-eight (38) trading
days.
-
Background for and terms of the Offer
2.1.
Background of the Offer
2.1.1. Acquisition of the Blocks
The Offer, which follows the
crossing of the threshold of 30% and 50% of the Company's share
capital and voting rights that occured in the context of the
acquisition by the Offeror, on 6 July 2018 of 33,311,459 shares and
voting rights of the Company (representing, on the basis of the
number of shares issued as of 30 June 2018, approximately 73.04% of
the share capital and 71.16% of the theoretical voting rights of
the Company) through an off market acquisition of blocks of shares
(the "Acquisition of the Blocks") from
the following shareholders:
-
15,000,000 shares from Impala, a simplified
joint stock company (société par actions
simplifiée) having its registered office at 4 rue Euler, 75008
Paris, France, registered with the registre du
commerce et des sociétés de Paris under number 562 004 614
("Impala");
-
8 307 826 shares from AMS Industries,
a simplified joint stock company (société par
actions simplifiée) having its registered office at 41 avenue
George V, 75008 Paris, registered with the registre du commerce et des sociétés de Paris under
number 447 948 076 ("AMS") ;
-
2 474 544 shares from Lov Group
Invest, a simplified joint stock company (société
par actions simplifiée) having its registered office at 5 rue
François Ier, 75008 Paris, registered with the registre du commerce et des sociétés de Paris under
number 494 031 008 ("LGI");
-
2 067 870 shares from EBM Trirhena,
société de droit Suisse dont le siège social est situé 27
Weidenstrasse 4142 Münchenstein, Suisse, immatriculée au registre
du commerce et des sociétés de Bâle under number CHE -
109.336.300;
-
375 368 shares from Monsieur Xavier
Caïtucoli, born on 30 November 1970 in Paris (75014), living 88 rue
Michel Ange, Paris (75016), who is president chief executive
officer (président directeur général) of the
Company;
-
373 246 shares from Crescendix, a
simplified joint stock company (société par
actions simplifiée) having its registered office at 36 rue de
Monceau, 75008 Paris, registered with the registre
du commerce et des sociétés de Paris under number 752
446 815;
-
419 854 shares from Crescendissimo, a
simplified joint stock company (société par
actions simplifiée) having its registered office at 36 rue de
Monceau, 75008 Paris, registered with the registre
du commerce et des sociétés de Paris under number 839 754
009;
-
4 292 751 shares from Luxempart, a
limited liability corporation (société
anonyme) having its registered office at 12 rue Léon Laval,
L-3372 Leudelange, registered with the registre du
commerce et des sociétés de Luxembourg under number B 27.846
("Luxempart"),
(referred to collectively as the
"Sellers" and individually as a "Seller")
The Acquisition of the Blocks was
completed on 6 July 2018 (the "Completion
Date") pursuant to the terms of a share purchase agreement
concluded on 17 April 2018 between Total and the Sellers and
amended on 22 June 2018 (the "Share Purchase
Agreement") which provided for the following conditions
precedent:
-
the issuance of an authorization from the
European Commission for the Acquisition of the Blocks;
-
the issuance by the board of directors of the
Company of a favorable reasoned opinion on the merits of the Offer
and its consequences for the Company, its shareholders and its
employees, on the basis of Article 231-17 of the AMF's General
Regulation; and
-
the release of all encumbrances on the Shares
owned by the Sellers.
In the context of the Acquisition
of the Blocks, the purchase price for the acquisition of the Shares
in cash from the Sellers is €42 per Share.
Under the Share Purchase
Agreement, the Sellers will also have a resale right (droit de suite) if, before 6 July 2019, Total (or one
of its subsidiaries), acting alone or in concert, acquires Shares
(on or off-market) at a price per Share of more than €42 (a
"Subsequent Transaction"). In the event of a
Subsequent Transaction, Total undertook to pay each Selling
Shareholder an amount equal to (A) the positive difference between
(x) the price per share offered in the Subsequent Transaction and
(y) €42, multiplied by (B) the number of Shares transferred to
Total by the relevant Selling Shareholder (the "Earnout"). However, it should be noted that the
acquisition of Shares under the liquidity agreements, described in
section 2.7 of the Draft Response Document, will not be considered
as a Subsequent Transaction and will not warrant the payment of any
Earnout of any kind.
2.1.2. Memorandum of Understanding
In parallel with the negotiation
relating to the Acquisition of the Blocks, Total and Direct Énergie
discussed a potential transaction and its terms. Following this
period of discussion, a meeting of the board of directors of the
Company was held on 17 April 2018 to be informed of the terms of a
potential transaction. This board of directors:
-
welcomed the Transaction and confirmed its
strategic advantages, given the complementarity of the two groups'
electricity supply and production businesses, particularly in the
area of renewable energy;
-
decided to initiate the information-consultation
process with employee representative bodies regarding the Company's
proposed combination with Total, pursuant to the applicable
provisions of the French Labor Code;
-
undertook to recommend to its shareholders to
tender their Shares in the Offer, subject to confirmation of its
fairness by the Independent Expert (the "Favorable Opinion");
-
approved the entry into a memorandum of
understanding for the purpose of determining the terms and
conditions for the cooperation between Total and Direct Énergie in
the context of this combination (the "Memorandum
of Understanding") and related transactions; and
-
appointed the firm Ledouble as independent
expert (the "Independent Expert") to determine
whether the terms of the Offer are fair under market
regulations.
The Memorandum of Understanding
has been concluded on 17 April 2018 between Total and Direct
Énergie and has been amended on 22 June 2018. The Memorandum of
Understanding summarizes the terms and conditions of the
cooperation between the Offeror and the Company until the
completion of the Offer, in particular:
-
the main terms and conditions of the
Offer;
-
Total's undertaking to procure that a presenting
bank of its choice file the Offer no later than 3rd trading days
following the Completion Date;
-
Direct Énergie's undertaking to file,
concurrently with Total's filing of the Offer with the AMF, the
Company's draft reply document, including the Favorable Opinion,
the Independent Expert's report and the opinion of the employee
representative bodies;
-
Direct Énergie's undertaking (i) to modify the
terms and conditions of the Options so as to permit holders of
these Options to exercise them after the Completion Date, (ii) not
to modify or adjust the number of Options and (iii) not to grant
free shares or other share subscription or purchase options between
17 April 2018 and the Completion Date;
-
Direct Énergie's undertaking to manage
operations in the normal course of business until the Completion
Date;
-
Direct Énergie's undertaking not to tender its
treasury shares in the Offer;
-
Direct Énergie and Total's undertaking to
collaborate in (i) the information-consultation process with the
Company's employee representative bodies, (ii) relations with the
Independent Expert, (iii) preparing all the documents relating to
the Offer (iv) relations with the AMF, (v) refinancing the
Company's debt, (vi) managing change of control, exclusivity and
non-compete clauses in certain agreements entered into by the
Company and/or its subsidiaries that may be triggered by the
Acquisition of the Blocks or the Offer, (vii) the communication
relating to the Offer and (viii) obtaining the authorization for
the Transaction from the European Commission.
Pursuant to the terms of the
Memorandum of Understanding, a board of directors was held on 5
July 2018 in order to:
-
acknowledge, effective on Completion Date, the
resignation of the following members of the board of directors
(including observers): (i) Ms. Monique Roosmale Nepveu, director,
(ii) Impala, represented by Ms. Stéphanie Levan, director, (iii)
AMS, represented by Ms. Sybille de Richecour-Falguière, director,
(vi) Luxempart, represented by Mr. Jacquot Schwertzer, director,
(v) Monsieur Jean-Paul Bize, director, (vi) Mr. Jacques Veyrat,
observer, (vii) Luxempart Management S.A.R.L, represented by Mr.
Alain Huberty, observer and (viii) Jean-Jacques Laurent, observer;
and
-
appoint, bu co-option, the following members of
the board of directors: (i) Mr. Philippe Sauquet, (ii) Ms. Namita
Shah, (iii) Ms. Helle Kristoffersen, (iv) Ms. Cécile Arson and (v)
Mr. Jean-Hugues de Lamaze
2.2. Shares
held by the Offeror
The Draft Offer Document indicates
the Offeror held, directly or indirectly, alone or in concert, no
Shares prior to the Completion Date.
As of the date of the Draft
Response Document, Total holds, to the Company's knowledge,
33,311,459 shares and voting rights of the Company, representing
approximately 73.04% of the share capital and 71.16% of the voting
rights of the Company.
2.3. Number
and number of securities targeted by the Offer
The Shares are traded on Euronext
Paris under ISIN Code FR0004191674 (the "Shares").
As of 30 June 2018, the total
number of Shares was equal to 45,608,369, with 73,202,536
theoretical voting rights pursuant to article 223-11 of the AMF's
General Regulation.
The Offer, which follows the
acquisition by the Offeror of 33,311,459 Shares, targets:
-
all of the 12,296,910 Shares issued and
outstanding that are not held by the Offeror as of the date of the
Offer, with the exception of the 1,810 treasury Shares held by
Direct Énergie on the one hand, and, on the other hand, of the
717 065 Non-Transferable Shares that are issued and held by
corporate officers of the Company or their Personal Holding
Companies that benefit from, subject to certain conditions, the
liquidity mechanisms described in Section 2.7 of the Draft Response
Document; and
-
the 1,043,158 Shares that may be issued prior to
the closing date of the Offer, as a result of the exercise of the
Options with the exception of Non-Transferable Shares that may be
issued as a result of the exercise of the Options and held by
corporate officers of the Company that benefit from, subject to
certain conditions, the liquidity mechanisms described in Section
2.7 of the Draft Response Document.
The Offer does not include the
1,309,712 Share subscription warrants issued as of October 31, 2017
for the exclusive benefit of Lucia Holding SAS (the "Quadran Warrants"), which are, in accordance with their
terms and conditions, non-transferable, nor does it include the
Shares that may be issued as a result of the exercise of the
Quadran Warrants[2], no Quadran
BSA being exercisable prior to the closing of the Offer (in
accordance with the applicable issuance conditions).
Except for the Shares, the Option
and the Quadran Warrants, there are no other shares or securities
issued by the Company or right that may grant access, immediately
or in the future, to the capital or voting rights of the
Company.
2.4. Terms of
the Offer
(i) Main terms of the Offer
In accordance with the provisions
of Articles 233-1 et seq. of the AMF's General Regulation, Total
irrevocably undertakes to offer to the Company's shareholder the
right to tender their Shares in the Offer in exchange for an amount
in cash of 42 euros per Share.
Any distribution of a dividend,
interim dividend, reserve, issue premium or any other distribution
(in cash or in kind) decided by the Company whose ex-dividend date
would take place, or any capital decrease carried out, prior to the
closing of the Offer (with the exception of the 2018 dividend
approved by the Company's general shareholders' meeting of 29 May
2018, detached on 1 June 2018 and paid on 5 June 2018) will result
in a reduction, on a euro per euro basis, of the price per share
proposed in connection with the Offer.
In the event of a Subsequent
Transaction resulting in the payment of an Earnout to the Selling
Shareholders pursuant to the Acquisition Agreement (see Section
1.1.2.2), the Offeror undertakes, under the conditions described
below, to pay the relevant Earnout to each shareholder that
tendered its Shares in the Offer according to the Centralized
Procedure (as described and defined in section 2.6 of the Draft
Offer Document).
Shareholders tendering their
Shares under the Non-Centralized Procedure (as described and
defined in section 2.6 of the Draft Offer Document) will not be
eligible for the potential payment of the Earnout.
This Earnout will also be paid, as
the case may be, to shareholders whose Shares were transferred to
Total under the squeeze-out procedure implemented in accordance
with Section 1.2.7.1 of the Draft Offer Document.
-
Validity threshold
The Offer will not be subject to a
validity threshold pursuant to which a minimum number of Shares
shall be tendered in order for the Offer to be treated as
valid.
-
Intentions of the Offeror with
respect to maintaining the Company's listing following the
Offer
The Offeror indicated in the Draft
Offer Document that, in accordance with Article L. 433-4 III of the
French Monetary and Financial Code and Articles 237-14 to 237-19
AMF's General Regulation, in the event that the shares held by the
minority shareholders of Direct Énergie (with the exception of the
treasury Shares held by the Company and/or the Non-Transferable
Shares that are subject to the liquidity mechanisms described in
section 2.7 of the Draft Response Document) do not represent more
than 5% (or any other percentage that may apply after the date of
the Draft Offer Document) of the share capital or voting rights of
Direct Énergie, following the Offer or within three months
following its closing, Total intends to conduct a squeeze-out to
acquire the Shares not tendered in the Offer (with the exception of
the treasury Shares held by the Company and/or the Non-Transferable
Shares that are subject to the liquidity mechanisms described in
Section 2.5 of the Draft Offer Document) in exchange for
compensation in the amount of €42 per Share, which corresponds to
the Offer price.
The Offeror also reserves the
right, in the event that it should later come to hold, directly or
indirectly, at least 95% (or any other percentage that may become
applicable after the date of the Draft Offer Document) of Direct
Énergie's voting rights and that no squeeze-out shall have been
conducted as described above, to file a buyout offer with the AMF,
followed, if the conditions are met, by a squeeze-out of the Shares
that are not yet, directly or indirectly, held by Total
(other than the treasury Shares held by the Company and/or the
Non-Transferable Shares that are subject to liquidity mechanisms
described in Section 2.7 of the Draft Response Document), in
accordance with Articles 236-3 and 237-1 of the AMF's General
Regulation.
The Draft Offer Document indicates
that if the Offeror does not conduct a squeeze-out, Total reserves
the right to ask Euronext Paris to delist the Shares from Euronext
Paris.
-
Favorable opinion of the board of directors of
the Company
In accordance with the terms of
article 231-19 of the AMF General Regulations, the members of the
Supervisory Board of the Company met on 5 July 2018, further to
notice given by the chairman, in order to consider the draft
Offer.
All the members of the Supervisory
Board were present, whether physically or by video conference. Mr.
Xavier Caïtucoli, as chairman of the board of directors, chaired
the discussions and the vote concerning the opinion of the board of
directors.
The board of directors' resolution
containing its reasoned opinion is fully reproduced below:
« The
Chairman reminded the members of the Board of directors that they
had been invited to attend the meeting held on the date hereof in
order to give a reasoned opinion, as regards the Company, its
shareholders and its employees's interests, on the draft tender
offer filed by Total, a limited liability corporation (société
anonyme) having its registered office at 2 place Jean Millier, La
Défense 6, 92400 Courbevoie, France, registered with the Nanterre
Trade and Companies Register under number 542 051 180 ("Total" or the "Offeror"), for all
Direct Energie's shares not owned by Total on the date of the draft
offer, at a price of €42 per share (the "Offer").
The Chairman
reminded the members of the Board of directors that the Offer in
the context of and following the signature of a share purchase
agreement, amended on 22 June 2018 (the "Share Purchase Agreement") relating to the sale of
several blocks of shares representing, at the time of the signing,
74.11% of the share capital of the Company (the "Acquisition
of the Blocks"). The completion of the Acquisition of the Blocks
will impose on Total an obligation to fill the Offer pursuant to
articles 234-1 et seq. of the general regulations of the Autorité
des marchés financiers '"AMF").
The Chairman
reminded that the completion of the Acquisition of the Blocks is
subject to the conditions precedent set forth in the Share Purchase
Agreement, in particular, the issuance of the clearances from the
relevant competition authorities and the issuance by the board of
directors of the Company of a favorable reasoned opinion on the
merits of the Offer based on the report of the independent expert.
The Chairman indicates that the clearance of the European
commission has been issued on 3 July 2018. The condition precedent
linked to the clearances of the competition authorities has been
satisfied.
The Chairman
reminded that the Board of directors has appointed Ledouble as
independent expert in charge of drafting the report on the terms of
the Offer and the squeeze out pursuant to article 261-1 of the
AMF's general regulation.
The Chairman
reminded that after review of the contemplated sale of the Company
under the terms of the Share Purchase Agreement and the
contemplated Offer during the meeting held on 17 April 2018, the
Board of directors approved the contemplated Acquisition of the
Blocks and the Offer and undertook to issue a favorable reasoned
opinion subject to the confirmation by the independent expert of
the Offer's fairness.
The Chairman
reminded that pursuant to the memorandum of understanding concluded
on 17 April 2018 between the Company and Total, Direct Energie
agreed not to tender the treasury shares, i.e. 1,810 Direct Energie
shares.
The Chairman
indicates that the Board of directors shall, pursuant to article
231-19 of the AMF's general regulation, issue a reasoned opinion on
the merits of the Offer and its consequences on the Company, its
shareholders and its employees. He invites the Board of directors
to review the main documents relating to the Offer, in
particular:
-
the positive opinion
issued by the works' council on 22 May 2018;
-
the report dated 5 July 2018 of
Ledouble, independent expert;
-
the draft offer document
prepared by Total, which contains, among other, the background and
objectives of the Offer, the intentions of Total for the next 12
months, and the elements for determining the Offer's price as set
out by Lazard Frères Banque et Société Générale together with the
main terms of the agreements concluded in connection with the
Offer;
-
the draft response document
prepared by the Company; and
-
the draft document relating to
the legal, financial, and accounting characteristics of the
Company.
The Chairman
indicates that the several meetings of the Company's works council
took place after the announcement by Total of the contemplated
Offer, in the context of an information-consultation process
relating to this contemplated transaction.
The Chairman
provides the Board of directors with the extract of the minutes of
the works' council's meeting held on 22 May 2018 during which the
works' council of the Company issued, unanimously, a positive
opinion on the Offer.
After review of
the documents referred to above and the additional information
provided, the Board of directors acknowledges that:
-
the Offeror would hold, alone,
33,311,459 shares of the Company representing approximately 73.40%
of the share capital and 71.16% of the voting rights of the
Company;
-
the Offeror announced its
intention to conduct a squeeze out in accordance with articles
237-14 et seq. of the AMF's general regulation in the event that the shares not tendered in the Offer
(with the exception of the treasury Shares held by the Company
and/or the Non-Transferable Shares that are subject to the
liquidity mechanisms described in section 2.7 of the Draft Response
Document) do not represent more than 5% (or
any other percentage that may apply after the date of the draft
offer document) of the share capital or voting rights of Direct
Énergie;
-
the price of €42 per share
ex-dividend of €0.35 (i.e. €42.35 cum dividend) externalizes a
premium of 31.70% above Direct Energie closing share price on 17
April 2018 (€31.90), a premium of 14.40% above the volume weighted
average share price over the past six months (€36.70) and of 3.20%
above the volume weighted average share price over the past year
(€40.70);
-
the Offer's price externalizes
a premium in all the valuation methods used for the assessment of
the Offer's price prepared by Lazard Frères Banque and Société
Générale as set out in the section 3 of the draft offer document of
the Offeror;
-
the Offer represents an
opportunity for the shareholders who want to benefit from liquidity
with financial favorable conditions.
The Board of
directors noted that the intentions of the Offeror for the next 12
months, as presented in the draft offer document, are the
following:
-
With respect to strategy, the
Offeror wants to develop Direct Energie's business by providing the
support that is necessary order to reach this target, the goal of
Total being to rely on the elements that, in the past, contributed
to the success of Direct Energie and combine them with Total's
expertise in order to become a key player in the production and
supply of electricity;
-
with respect to synergies, the
Offeror indicated that no precise assessment has been made for
deployment savings or operational synergies, but a notional target
of € 35-40 million per year (pre-tax, post-2019), representing
250-300 million euros cumulated over 10 years, was mentioned for
illustrative purposes;
-
with respect to employment
policy, the Offeror indicates in the draft offer document that the
Offer is part of an ongoing development strategy with respect to
Direct Énergie and should have no particular impact on its policies
with regard to workforce and human resources
management;
-
with respect to Direct
Énergie's listing following the Offer, Total intends to conduct a
squeeze-out to acquire the Shares not tendered in the Offer (with
the exception of the treasury Shares held by the Company and/or the
Non-Transferable Shares that are subject to the liquidity
mechanisms described in Section 2.5 of the draft offer document) in
exchange for compensation in the amount of €42 per share, which
corresponds to the Offer price;
-
with respect to future dividend
policy, the Offeror reserves the right to
modify the Company's dividend distribution policy following the
Offer, in accordance with applicable laws and the Company's bylaws
and according to its distribution capacity and financing
needs;
The Board of
directors has carefully reviewed the report of the independent
expert which concludes that :
"the €42 Offer
price is fair from a financial point of view for the Direct
Energie's shareholders who tender their shares in the Offer; this
conclusion also applies to the squeeze-out which may be implemented
after the end of the Offer if the minority shareholders of Direct
Energie come to hold less than 5% of the share capital and voting
rights of the Company".
After a
discussion, on the basis of the draft offer document of the
Offeror, the draft response document prepared by the Company and
the report of the independent expert, the Board of directors,
unanimously:
-
considered that the
contemplated Offer, as described in the draft offer document is
compliant with the interests of the Company, its shareholders and
its employees; and
-
recommended to the Company's
shareholders that they tender their shares in the Offer."
IV. Report of
the Independent Expert
In accordance with articles 261-1
I, 1° and 4° of the AMF's General Regulation, Ledouble, represented
by Mr. Olivier Cretté, has been appointed as an independent expert
in charge of drafting the report on the financial terms of the
Offer during a meeting of the board of directors of the Company
held on 17 April 2018.
The main conclusions of the
Independent Expert are the following:
"the €42 Offer
price is fair from a financial point of view for the Direct
Energie's shareholders who tender their shares in the Offer; this
conclusion also applies to the squeeze-out which may be implemented
after the end of the Offer if the minority shareholders of Direct
Energie come to hold less than 5% of the share capital and voting
rights of the Company".
V. Terms of
provision of Company's information
The Draft Response Document
established by Direct Energie is available on the Internet websites
of Direct Energie (www.direct-energie.com) and the AMF
(www.amf-france.org) and may be obtained free of charges from
Direct Energie, 2 bis rue Louis Armand, 75015 Paris.
In accordance with Article 231-28
of the AMF's General Regulation, information relating to, in
particular, the legal, financial, accounting and other
characteristics of Direct Energie will be filed with the AMF and
made available to the public in the same manner no later than the
day preceding the opening of the Offer.
A notice will be published no
later than the day preceding the opening of the Offer, in order to
inform the public that these documents are made available.
[1]
Pursuant to their terms and conditions, the Quadran Warrants cannot
entail the acquisition of more than 1 196 807 Shares.
[2]
Pursuant to their terms and conditions, the Quadran Warrants cannot
entail the acquisition of more than 1 196 807 Shares.
Direct Energie: filing of a draft
response document
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
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