Following the discussions announced on
The final agreements would be entered into after the information and consultation process with the employee representative bodies of
Upon completion of these agreements,
acting in concert, will gain control of the Company and will jointly determine the decisions regarding the Company, among the Company's governance bodies, in accordance with the shareholders' agreement described below;
as a consequence, will file, as soon as possible, a draft tender offer, under the mandatory simplified procedure, with the French Autorite des Marches Financiers ('AMF'), which will be followed by a squeeze-out if the conditions for implementation are met. These transactions would also reduce or exempt the Company from the regulatory and administrative constraints related to the listing of the Company's shares on the regulated market of Euronext Paris by implementing a squeeze-out or, alternatively, by transferring the listing of the Company's shares to Euronext Growth; and * will hold an equal stake in the Company's share capital after the contemplated tender offer.
The main other features of the contemplated tender offer, which could be filed in the last four months of 2021, would be as follows:
the purchase price would be equal to
for the twelve months following the conformity decision of the potential tender offer,
The main features of the shareholders' agreement (the 'Shareholders' Agreement') that would be entered into between the parties would be as follows:
Term: the Shareholders' Agreement would be entered for a term equal to the duration of the Prado Carenage tunnel concession managed by the Company, increased by three years (subject to usual exceptions);
Composition of the board of directors as long as the Company is listed on Euronext Paris: unchanged;
Composition of the board of directors as from the transfer on Euronext Growth: each of the parties to the Shareholders' Agreement could propose the appointment of a number of directors proportional to its stake in the Company's share capital4; they could also jointly propose the appointment of up to two additional directors, at least one of whom would be independent;
Majority: certain important decisions of the board of directors would be adopted by a two-thirds majority (with the positive vote from at least one representative of
Obligation to consult: an obligation by the parties to consult one another prior to the meetings of the board of directors and the general meeting of the Company, in order to reach, to the fullest extent possible, a common position regarding the proposed decisions;
Transfer restrictions (excluding transfer to affiliates): the Shareholders' Agreement would provide for restrictions to the transfer of shares in the Company by the parties as well as a right of first refusal and a drag along right in certain cases.
In the event of the completion of these agreements,
Notes
1 Dividend proposed to the SMTPC General Meeting to be held on
2 This price represents a premium of 30.3% over the closing trading price on
3 On the basis of SMTPC's share capital consisting of 5,837,500 shares representing the same number of theoretical voting rights in accordance with the provisions of article 223-11 of the French Reglement
4 None if the shareholding is lower or equal to 10% of the Company's share capital, 1 director if it is between 10% (excluded) and 20% (included) of the Company's share capital, 2 directors if it is between 20% (excluded) and 30% (included) of the Company's share capital, 3 directors if it is between 30% (excluded) and 40% (included) of the Company's share capital, 4 directors if the shareholding exceeds 40% of the Company's share capital.
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About VINCI
VINCI is a global player in concessions, construction and energy businesses, employing more than 217,000 people in some 100 countries. We design, finance, build and operate infrastructure and facilities that help improve daily life and mobility for all. Because we believe in all-round performance, we are committed to operating in an environmentally, socially responsible and ethical manner. And because our projects are in the public interest, we consider that reaching out to all our stakeholders and engaging in dialogue with them is essential in the conduct of our business activities. Based on that approach, VINCI's ambition is to create long-term value for its customers, shareholders, employees, partners and society in general. www.vinci.com
About
Contact:
VINCI
Investor
Tel: +33 (0)1 47 16 45 07
E: gregoire.thibault@vinci.com
Tel: +33 (0)1 47 16 33 46
E: alexandra.bournazel@vinci.com
Press
Service de presse VINCI
Tel: +33 (0)1 47 16 31 82
E: media.relations@vinci.com
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