PRESS RELEASE, OCTOBER 30, 2018
Wendel announces the achievement of the auction of 4.73% of Agency Veritas’ allotment capital
Wendel today announces it has completed the auction of 20,920,503 shares in Agency Veritas, amounting to 4.73% of the allotment basic for absolute accretion of about €400 million. Wendel now holds a pale of c. 35.8% in Agency Veritas’ allotment basic and 51.9% of its voting rights. The auction will aftereffect in an important access in Agency Veritas’ chargeless float and will advance the clamminess of its shares whilst acceptance Wendel to abide Agency Veritas’ majority shareholder.
The transaction after-effects in a basic accretion of about 300 actor euros which has no appulse on Wendel’s assets annual in accordance with accounting standards activated to majority investments.
André François-Poncet, Wendel’s Group CEO, said: “With this transaction we acclimatize our bazaar acknowledgment whilst actual the Agency Veritas’ majority shareholder. Agency Veritas is a apple baton in testing and acceptance casework which has approved aberrant animation and an adeptness to abound in its called antecedence markets. We acknowledge our abutment to Agency Veritas’ strategy. Accretion from the allotment auction will accommodate Wendel added agency to abound its portfolio over the abiding absorption on high-quality assets which we apprehend will be priced added attractively.”
The 20,920,503 Agency Veritas shares (the “Shares”) were offered in a clandestine adjustment agitated out through an accelerated bookbuilding activity (the “Placement”).
The Adjustment was directed by Goldman Sachs as bookrunner.
Wendel has entered into a charge with the coffer not to backpack out a agnate bazaar transaction in the aing 6 months, accountable to assertive accepted exceptions.
This columnist absolution does not aggregate an activity to advertise nor the address of an activity to acquirement for balance of Agency Veritas or Wendel, and the adjustment of Agency Veritas shares does not aggregate a accessible alms in any country, including France.
The administration of this advertisement and the activity and auction of the shares in assertive jurisdictions may be belted by applicative laws and regulations and bodies into whose control this certificate or added admonition referred to herein comes should acquaint themselves about and beam any such restriction. Any abortion to accede with these restrictions may aggregate a abuse of the balance laws of any such jurisdiction.
The shares were not and are not actuality offered to the accessible in any administration and may not be offered to the accessible in any administration in affairs which would crave the alertness or allotment of any advertisement or alms certificate apropos to the shares in such jurisdiction. This advertisement is not an activity of balance for auction in any jurisdiction, including the United States of America, Canada, Australia or Japan. No activity has been taken to admittance a accessible alms of the shares or control or administration of this advertisement in any administration area activity for that purpose is required.
Neither this advertisement nor annihilation independent herein shall anatomy the base of, or be relied aloft in affiliation with, any activity or acquirement whatsoever in any administration and shall not aggregate or anatomy allotment of an activity to advertise or the address of an activity to buy any balance in the United States of America or in any added jurisdiction.
European Economic Area
With annual to affiliate states of the European Economic Area (“EEA”) which accept implemented the Advertisement Directive (each, a “Relevant Affiliate State”), no activity has been undertaken and will be undertaken to accomplish an activity to the accessible of the shares acute a advertisement of a advertisement in any Affiliate State. As a result, the shares may alone be offered in Affiliate States:
a) to “qualified investors” aural the acceptation of the Advertisement Directive (“Qualified Investors”) or
b) in affairs falling aural Article 3(2) of the Advertisement Directive.
and provided that no such activity of shares referred to in (a) to (b) aloft shall crave Wendel or the [Joint Bookrunners] to broadcast a advertisement pursuant to Article 3 of the Advertisement Directive, or supplement a advertisement pursuant to Article 16 of the Advertisement Directive.
For these purposes, as authentic in the Advertisement Directive, (i) the advertisement an “offer to the accessible of the shares” in a accordant Affiliate State, which has implemented the Advertisement Directive (as authentic below), agency any admonition in any anatomy and by any agency of acceptable admonition on the agreement of the activity of the shares to be offered, so as to accredit an broker to decide, as the case may be, to acquirement the shares, as the aforementioned may be assorted in that Affiliate State, (ii) the advertisement “Prospectus Directive” agency Directive 2003/71/EC (and amendments thereto), and includes any accordant implementing admeasurement in the Accordant Affiliate State.
The shares accept not been and will not be offered or sold, anon or indirectly, to the accessible in France. The shares will be offered or awash in France alone to (x) bodies accouterment advance casework apropos to portfolio administration for the annual of third parties (personnes fournissant le annual d’investissement de gestion de portefeuille cascade compte de tiers), and/or (y) able investors (investisseurs qualifiés) acting for their own account, with the meanings ascribed to them in, and in accordance with, Articles L. 411-1, L. 411-2 and D. 411-1 of the French Code monétaire et financier and applicative regulations thereunder.
In the United Kingdom this advertisement is directed alone at Able Investors (i) who accept able acquaintance in affairs apropos to investments falling aural Article 19(5) of the Financial Casework and Markets Act 2000 (Financial Promotion) Order 2005, as adapted (the “Order”) or (ii) who abatement aural Article 49(2)(A) to (D) of the Order, and (iii) to whom it may contrarily accurately be communicated. This advertisement is not an activity of balance or investments for auction nor a address of an activity to buy balance or investments in any administration area such activity or address would be unlawful. No activity has been taken that would admittance an alms of the balance or control or administration of this advertisement in any administration area activity for that purpose is required. Bodies into whose control this advertisement comes are appropriate to acquaint themselves about and to beam any such restrictions.
United States of America
The balance referred to herein accept not been and will not be registered beneath the U.S. Balance Act of 1933, as adapted (the “Securities Act”), and may not be offered or awash in the United States of America absent allotment thereunder or pursuant to an accessible absolution therefrom. No accessible alms of the balance will be fabricated in the United States of America.
Canada, Australia, Japan and added jurisdictions
This columnist absolution is not to be published, transmitted or distributed, anon or indirectly, in Australia, Canada or Japan or in any added administration in which it would be actionable to do so.
In affiliation with any alms of the shares, Goldman Sachs and any of its affiliates acting as an broker for their own annual may booty up as a proprietary position any shares and in that accommodation may retain, acquirement or advertise for their own annual such shares. In addition, they may access into costs arrange and swaps with investors in affiliation with which they may from time to time acquire, authority or actuate of shares. They do not intend to acknowledge the admeasurement of any such advance or affairs contrarily than in accordance with any acknowledged or authoritative obligation to do so.
Goldman Sachs is acting on account of Wendel and no one abroad in affiliation with any alms of the shares and will not be amenable to any added being for accouterment the protections afforded to any of its audience or for accouterment admonition in affiliation to any alms of the shares.
2018 Broker Day / Advertisement of NAV and trading amend (pre-market release).
2018 Full-Year After-effects / Advertisement of NAV as of December 31, 2018 (pre-market release).
2019 Annual General Meeting / Advertisement of NAV as of March 31, 2019 and Q1 trading amend (pre-market release).
Wendel is one of Europe’s arch listed advance firms. The Group invests in Europe, North America and Africa in companies which are leaders in their field, such as Agency Veritas, Saint-Gobain, Cromology, Stahl, IHS, Constantia Flexibles and Allied Universal. Wendel plays an alive role as a authoritative or advance actor in these companies. We apparatus abiding development strategies, which absorb advocacy advance and margins of companies so as to enhance their arch bazaar positions. Through Oranje-Nassau Développement, which brings calm opportunities for advance in growth, about-face and innovation, Wendel is additionally a actor of Nippon Oil Pump in Japan, PlaYce and Tsebo in Africa.
Wendel is listed on Eurolist by Euronext Paris.
Standard & Poor’s ratings: Long-term: BBB-, abiding angle – Short-term: A-3 back July 7, 2014
Moody’s ratings: Long-term: Baa2, abiding angle – Short-term: P-2 back September 5, 2018
Wendel is the Founding Sponsor of Centre Pompidou-Metz. In acceptance of its abiding advocacy of the arts, Wendel accustomed the acumen of “Grand Mécène de la Culture” in 2012.
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