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.

  1. 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:

  1. 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
     
  2. 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.

  1. 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:

  1. the issuance of an authorization from the European Commission for the Acquisition of the Blocks;
     
  2. 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
     
  3. 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:

  1. 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;
     
  2. 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;
     
  3. 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");
     
  4. 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
     
  5. 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:

  1. the main terms and conditions of the Offer;
     
  2. 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;
     
  3. 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;
     
  4. 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;
     
  5. Direct Énergie's undertaking to manage operations in the normal course of business until the Completion Date;
     
  6. Direct Énergie's undertaking not to tender its treasury shares in the Offer;
     
  7. 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:

  1. 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
     
  2. 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.

  1. 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.

  1. Intentions of the Offeror with respect to maintaining the Company's listing following the Offer
    • Squeeze-out

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.

  • Delisting from Euronext Paris

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.

  1. 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.
     
  • Opinion of the works' council 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.

  • Analysis of 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


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The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Direct Energie via Globenewswire