BONDUELLE :2009 redeemable equity warrants repurchase and buy out procedure
(Thomson Reuters ONE) -
BONDUELLE
March 27, 2015
The Bonduelle Group repurchased a block of 2009 redeemable equity warrants
(BSAARs) and then initiated a buyout procedure (procédure de désintéressement).
On March 27, 2015, Bonduelle SCA made a block purchase of redeemable equity
warrants from its main shareholder, Pierre et Benoit Bonduelle SAS and initiated
a buyout offer to the other warrant holders. The objective of this transaction,
made possible by the vast improvement of the Group's financial profile and
justified by the increase in its stock price, was to limit the creation of
equity and the dilution that could be caused if the redeemable equity warrants
issued in 2009 were exercised.
Reasons for the transaction
In July 2007, Bonduelle issued 150,000 bonds with redeemable warrants (OBSAARs)
for an amount of ?150 million, with five warrants attached to each bond, i.e. a
total of 750,000 redeemable equity warrants. This issue allowed Bonduelle to
improve its financial structure by optimizing the cost of its debt, with the
option to increase its equity if new shares are issued when the bonds are
exercised.
In April 2009, Bonduelle issued 233,333 additional bonds with redeemable
warrants for an amount of ?140 million, with three warrants attached to each
bond, i.e. a total of 699,999 redeemable equity warrants issued. The financial
benefits of the transaction were the same for Bonduelle as those during the
2007 issue, i.e. the cost of debt was optimized with the option to increase its
equity.
At the time of this new issue, Bonduelle had also offered to exchange the
750,000 redeemable equity warrants from 2007 against the same number of warrants
with the same features as the warrants attached to the 2009 OBSAARs, i.e.
maturing on April 8, 2016 and with a strike price of ?80. Following this
operation, there was a total of 1,449,999[1] redeemable equity warrants in
circulation.
A detailed description of the redeemable equity warrants (ISIN code:
FR0010734509) can be found in the prospectus, which the French financial markets
authority certified under No. 09-052 on March 6, 2009 and in the information
note with certification number 09-075 of April 2, 2009. This prospectus and the
information note are available free of charge on the websites of the French
financial markets authority (www.amf-france.org). On March 28, 2013, the
Bonduelle share was split into four, leading to a parity adjustment of the
redeemable equity warrants, which now carry entitlement to four shares per
warrant, at a strike price of ?80.
On the date of the block purchase, all of the 2007 warrants had matured and
1,426,739 of the 2009 warrants remained in circulation, which could lead to the
creation of 5,706,956 new shares with a unit strike price of ?20 each, i.e. a
potential dilution of 15.14% and an equity increase of ?114,139,120.
In view of the continued improvement in its financial profile, making a capital
increase irrelevant, the Bonduelle Group decided to limit the dilution which
would be brought about by the exercising of the redeemable equity warrants and
the associated equity creation.
To do this, the company purchased, on that day, a block of 1,016,350 redeemable
equity warrants over the counter from Pierre et Benoit Bonduelle SAS at the unit
price of ?18, for a total of ?18,294,300. This block represented 71.24% of the
warrants in circulation which could lead to the creation of 4,065,400 new
shares. The warrants purchased will be canceled in accordance with the terms of
the issue agreement and the law.
Following this purchase, 410,389 redeemable equity warrants remained in
circulation, i.e. 28.76% of the warrants that had been in circulation prior to
the purchase. To ensure the equal treatment of all holders, Bonduelle SCA
initiated a buyback procedure for the outstanding redeemable equity warrants on
the NYSE-Euronext regulated market in Paris. This procedure will take place as
outlined below.
After the sale of its block, Pierre et Benoit Bonduelle SAS held 170,962
redeemable equity warrants. In support of the aim of this transaction and
wanting to support the growth of the Bonduelle Group and its value creation,
Pierre et Benoit Bonduelle SAS will exercise, subsequently and subject to market
conditions, the balance of the redeemable equity warrants remaining in its
possession after sale of the block, by reinvesting the net proceeds of the sale
of the warrants.
As of February 28, 2015, Pierre et Benoit Bonduelle SAS has held, directly and
indirectly, 27.66% of the share capital and 37.89% of the voting rights which
may be exercised in a Bonduelle SCA Shareholders' Meeting. In the event that the
redeemable equity warrants, are exercised, these percentage holdings would
become 29.80% and 38.79% respectively.
Should the exercise of the redeemable equity warrants lead to a situation in
which the combined holding of Pierre et Benoit Bonduelle SAS and the Concert
results in a mandatory public takeover bid, a request for a waiver to the
obligation to file a mandatory public takeover bid will be made to the AMF.
Details of the buyback procedure
Bonduelle irrevocably commits to buy back the redeemable equity warrants during
a period of 10 trading days at a price identical to the price paid for the block
purchase, i.e. ?18 per warrant. During this period, listing of the redeemable
equity warrants will be suspended.
The procedure applies to all redeemable equity warrants remaining in circulation
not held by Pierre et Benoit Bonduelle SAS following the block purchase, i.e.
239,427 warrants.
Any holder wanting to sell all or some of their redeemable equity warrants under
the procedure must send their sale instruction to their broker at the unit price
of ?18.
The buyback offer will be open to warrant holders from March 30, 2015 to April
14, 2015 inclusive.
The buyout transactions will be managed by Société Générale Securities Services.
At the end of the buyback period, the warrants will be purchased at the unit
price of ?18 per warrant.
Settlement and delivery of the repurchased warrants will take place on April
21, 2015.
At the end of the buyback period, Bonduelle SCA will issue a financial press
release to announce the overall amount of warrants purchased.
The warrants purchased will be canceled in accordance with the terms of the
issue agreement and the law.
Furthermore, the company holds 1,590,564 treasury shares allocated to external
growth operations. After the outstanding redeemable equity warrants on the
market have been repurchased, Bonduelle SCA will reallocate part of its treasury
shares to hedge the redeemable equity warrants to deliver the existing shares in
the event that the warrants are exercised. By reallocating its treasury shares,
the company will limit the issue of new shares when the warrants remaining in
circulation are exercised, and will have thus limited any dilution caused by the
exercising of the warrants.
Impact of the operation on Bonduelle's financial statements
According to IFRS, derivatives of treasury shares are analyzed as equity
instruments when their exercise involves exchanging a fixed amount of cash
against a fixed number of shares. This is the case with the redeemable equity
warrants, as each warrant carries entitlement to four Bonduelle shares in
exchange for payment of ?80.
So, as they are equity instruments, the buyout of the redeemable equity warrants
in the consolidated financial statements will not have an impact on the
company's income statement and will materialize by the following entries:
1. The buyback of the block of warrants from Pierre et Benoit Bonduelle SAS is
reflected in a cash outlay and an equity reduction of the same amount;
2. At the start of the buyback procedure, a debt equal to the number of
redeemable equity warrants remaining in circulation multiplied by the
buyback price of the block will be recorded offset by an equivalent equity
reduction. This debt has a fixed value (the price and the quantities are
fixed) and as such will not be revalued over the 10 days of the transaction.
Finally, this debt will be cleared by the offsetting cash outflow;
3. After the buyback procedure, the debt initially recorded will be
reclassified under equity at the value of the warrants which have not been
contributed.
In the corporate financial statements, the redeemable equity warrants
repurchased in this way with a view to their cancellation will also be recorded
as a deduction from the company's equity, without any impact on the income
statement.
Therefore, in the consolidated financial statements of the Bonduelle Group, as
an equity instrument, the impact of this transaction on the redeemable equity
warrants will be recorded against equity.
In the individual financial statements of Bonduelle SCA, this transaction will
also impact on equity, with the exception of warrants exercised delivered in
treasury shares, which would impact on the income statement.
The planned accounting systems were submitted to the Group's statutory auditors,
who did not make any observations on it.
Independent expert report on the corporate interest and fairness of the
transaction
An independent expert, Associés en Finance, prepared a report on the
transaction, to confirm that it is in the company's corporate interest, and that
it is fair, as concerns both the shareholders and the warrant holders. The
report also certified that the buyback price proposed is consistent with the
valuations obtained using the commonly-used tools to determine the price of
optional instruments.
The conclusions were as follows:
"The main aim of the transaction for Bonduelle is to limit the potential
creation of equity resulting from the exercising of redeemable equity warrants,
which is no longer necessary in the Group's current structure. [.]
The equity raised from the main shareholder exercising the remaining redeemable
equity warrants would offset the equity impact caused by the buyback of the
redeemable equity warrants. In addition, this transaction would not entail,
according to the calculations resulting from the Trival model used by Associés
en Finance, any major change in Bonduelle's level of financial risk.
The transaction is consistent with the company's corporate interest.
The buyback procedure gives managers and the public a liquidity opportunity on a
security on which market trading is very low.
The redeemable equity warrants were valued based on the average weighted prices
of the share volumes over 20 trading days ending on March 25, 2015, i.e. ?24.47.
It was also based on the low point of ?23.10 and the high point of ?24.91 of the
weighted prices over the period.
On March 25, 2015, the value of the Bonduelle redeemable equity warrants was
between ?13.58 and ?19.64, depending on the volatility and the reference price
used.
Based on the buyback price of ?18 proposed by the company, slightly higher than
our central valuation scenario at ?17.88, the advantage granted to warrant
holders by the shareholders is between ?121,962 i.e. the insignificant amount of
?0.00 per share or 0.02% of the closing share price on March 25, 2015 and
?150,693, i.e. ?0.00 per share or 0.02% of the share closing price on March
25, 2015,.
The main shareholder is negatively affected by the transaction to the same
extent as all shareholders and positively to the same extent as all warrant
holders. Its financial benefit is measured by offsetting the advantage from its
redeemable equity warrants and the disadvantage from its shares. This is between
?77,972, i.e. ?0.00 per share or 0.01% of the closing share price on March
25, 2015 and ?86,359, i.e. ?0.00, per share or 0.01% of the closing share price
on March 25 2015.
The block buyback and buyout at the same price as offered to other warrant
holders offsets for the shareholders most of the dilution which would be caused
by the warrants being exercised. This would lead to a capital increase of ?20
per share for a listed price of ?24.47 on average over 20 trading days.
The block buyback transaction followed by the buyout of the other holders limits
the creation of potential equity, which is no longer necessary in Bonduelle's
current situation, and fits in with the company's corporate interest.
In light of the above information, the offered purchase price of ?18, which is
within the range of our valuations, is therefore fair under current market
conditions for holders of redeemable equity warrants and for all the company's
shareholders."
The independent expert's report is available at www.bonduelle.com
Opinion and Authorization of the Supervisory Board
The transaction described above was submitted to the Bonduelle SCA Supervisory
Board for approval on March 27, 2015. The latter issued a favorable opinion.
The block buyback of redeemable equity warrants from Pierre et Benoit Bonduelle
SAS falls under the agreements referred to in Article L. 226-10 and L. 225-38 of
the Code de Commerce, referred to as regulated agreements. This agreement was
submitted to the Supervisory Board for prior authorization the same day. After
discussion, the Supervisory Board authorized this agreement.
About Bonduelle
Bonduelle is a family company established in 1853 with the mission to become a
worldwide champion of well-being by eating vegetables. Favoring innovation and a
long-term outlook, the group has diversified its business lines and its
geographic locations. Its vegetables, which are grown over 128,000 hectares, are
sold in 100 countries under different brands, via different distribution
channels and in all technologies. It has unique food industry expertise and 58
manufacturing and agricultural production sites. Bonduelle uses the best
cultivation areas closest to its clients.
Bonduelle is listed on the NYSE - Euronext compartment B - Indexes: CAC MID &
SMALL - CAC ALL-TRADABLE - CAC ALL SHARES
ISIN code: FR0000063935 - Reuters code: BOND.PA - Bloomberg code: BON FP
DISCLAIMER
The circulation of this press release, the purchase commitment, the
implementation of this commitment and participation in this procedure may be
subject to legal or regulatory restrictions in some countries. This procedure is
not intended for persons subject to such restrictions, either directly or
indirectly, and is not likely to be accepted by a country where this procedure
is subject to such restrictions.
This press release must not be published, distributed or circulated in the
United States of America. It is not an offer for the purchase of transferable
securities in the United States of America or any country in which such a
procedure or request would be illegal, and a redeemable equity warrant sale
order cannot be accepted in or from the United States of America. The commitment
to make purchases on the market in France cannot be accepted by any means or
support emanating from or in the United States of America. Any person
participating in the transaction will be considered as having accepted the
restrictions referred to above.
This press release is not an invitation to take part in the redeemable equity
warrant buyback procedure in any country where it is illegal to make such an
invitation pursuant to applicable statutory and regulatory provisions. In
particular, the redeemable equity warrant buyback procedure is not offered and
will not be offered, directly or indirectly in the United States in any form and
by any means. The persons in possession of this press release must familiarize
themselves with and abide by all statutory and regulatory restrictions.
This financial press release is published by, and under the sole responsibility
of, Bonduelle SCA.
--------------------------------------------------------------------------------
[1] This figure breaks down as:
* 18,033 redeemable equity warrants (2007) not contributed to the 2009 public
exchange offer
(- )731,967 redeemable equity warrants (2007) converted
into redeemable equity warrants (2009)
- 699,999 redeemable equity warrants issued in 2009
2009 redeemable equity warrants repurchase and buy out procedure:
http://hugin.info/143377/R/1907064/679214.pdf
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: BONDUELLE via GlobeNewswire
[HUG#1907064]
Unternehmensinformation / Kurzprofil:
Datum: 27.03.2015 - 18:00 Uhr
Sprache: Deutsch
News-ID 381753
Anzahl Zeichen: 19170
contact information:
Town:
Villeneuve
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 428 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"BONDUELLE :2009 redeemable equity warrants repurchase and buy out procedure"
steht unter der journalistisch-redaktionellen Verantwortung von
BONDUELLE (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
