Opening of the simplified tender offer for the shares of Société
Marseillaise du Tunnel Prado Carénage (SMTPC)
Vélizy-Villacoublay and Nanterre, 13 April
2022
06:00 pm
Press release
Opening of the simplified tender offer
for the shares of
Société Marseillaise du Tunnel Prado
Carénage (SMTPC)
- Opening of the
simplified tender offer (the "Offer"): from 14
April 2022 to 6 May 2022 (included)
- Offer at a price
of € 27.001 per SMTPC share. The independent expert has determined
that the Offer price is fair
- VINCI
Concessions and Eiffage do not intend to (i) file a tender offer
for SMTPC within 12 months nor (ii) file a tender offer at a price
higher than € 27.00 per share (reduced by any distributions) within
the following 24 months, i.e. until 12 April 2025
- Intention to
transfer the listing of SMTPC shares to Euronext Growth
- VINCI
Concessions and Eiffage will bear a portion of the brokerage fees
under certain conditions
The shareholders of Société Marseillaise du
Tunnel Prado Carénage (Euronext Paris: SMTPC) may tend their shares
to the simplified tender offer initiated by VINCI Concessions and
Eiffage, at a price of € 27.00 2 per share from 14 April 2022 to 6
May 2022 (included). The Offer is conducted under the simplified
procedure and therefore will not be reopened following the
publication by the French Autorité des marchés financiers (the
"AMF") of the result of the Offer.
The Offer
which result from VINCI Concessions
and Eiffage acting in
concert has been declared
compliant by the AMF
Following the signature on 8 December 2021 of
the agreements pursuant to which VINCI Concessions and Eiffage3
took control in concert of SMTPC, VINCI Concessions and Eiffage (as
co-initiators) filed on 15 December 2021 a draft tender offer with
the AMF.
The AMF declared the Offer compliant on 12 April
2022, and on the same day approved the offer document of the
co-initiators and SMTPC's document in response, respectively under
numbers 22-101 and 22-102. The document presenting information
relating in particular to the legal, financial and accounting
characteristics of VINCI Concessions and Eiffage was filed with the
AMF on 12 April 2022 and published on 13 April 2022 in accordance
with article 231-28 of the AMF general regulations.
The acquisition of SMTPC shares by the
co-initiators will be financed through their own resources and the
shares acquired will be allocated between VINCI Concessions and
Eiffage so that, at the end of the Offer, each of their group hold,
to the extent possible, the same number of SMTPC shares.
BM&A
acting as independent expert
determined that the Offer price is
fair
The firm BM&A, appointed as independent
expert, has determined in its report and its addenda, that the
Offer price proposed by the co-initiators is fair.
Offer unanimously recommended by
the board of
directors of
SMTPC
On the basis of the work of the independent
expert mentioned above and the recommendations of the offer
committee, the board of directors of SMTPC unanimously issued and
confirmed a favorable opinion on the Offer, and considered that the
Offer is in the interest of SMTPC, its minority shareholders and
its employees, and recommended that shareholders tender their
shares to the Offer.
The
co-initiators will not request the
implementation of a squeeze-out procedure
after completion of
the Offer and do not intend to
file an offer within the next 12 months nor to file an offer within
the next 24 months at a price higher than the
Offer price (reduced
by any distribution)
The co-initiators 4 will not request from the
AMF at the end of the offer, the implementation of a squeeze-out
procedure.
Furthermore, VINCI Concessions and Eiffage5 (i)
do not intend to file a tender offer for the shares of SMTPC within
12 months following the decision of compliance of the Offer and
(ii) do not intend to file a tender offer for the shares of SMTPC
at a price per share higher than the price of € 27.00 (reduced by
the amount per share of any distribution made since the decision of
compliance of the Offer) within 24 months following the expiration
of such first 12-month period; this 24-month period will therefore
expire on 12 April 2025.
Transfer of SMTPC shares to Euronext
Growth
The co-initiators (together with the other
members of the Concert) intend to request the transfer of the
listing of the SMTPC shares to the multilateral trading facility of
Euronext Growth Paris, as soon as possible after completion the
Offer and will take all measures to this effect (and in particular
will vote in favour of such transfer at the general meeting
convened in that respect). In case of transfer, the governance of
SMTPC would be modified as described in the Offer document. The
transfer of listing remains subject to the decision of the general
meeting of shareholders which will be convened in accordance with
applicable laws and the prior approval of the market operator
Euronext Paris S.A.
Brokerage fees
The co-initiators will bear the brokerage fees
paid by the transferring shareholders who are registered in their
account on the day preceding the opening of the Offer and whose
shares have been tendered to the Offer under the Euronext
semi-centralized procedure, up to a limit of 0.3% of the purchase
price (excluding taxes) of the shares tendered to the Offer, with a
cap of €150 (including VAT) per file.
Information relating to the
availability of the Offer
documentation
All the terms and conditions of the Offer are
available in the offer document prepared by VINCI Concessions and
Eiffage and SMTPC’s document in response.
The offer document prepared by VINCI Concessions
and Eiffage, as well as the document presenting information
relating in particular to the legal, financial and accounting
characteristics of VINCI Concessions and Eiffage, are available on
the websites of the AMF (www.amf-france.org) and of VINCI
(www.vinci.com) and Eiffage (www.eiffage.com) and may be obtained
free of charge from VINCI Concessions (1973, Boulevard de la
Défense, 92000 Nanterre), Eiffage (3/7, place de l'Europe, 78140
Vélizy-Villacoublay) and Portzamparc (BNP PARIBAS) (16, rue de
Hanovre, 75002 Paris).
The document in response prepared by SMTPC, as
well as the document presenting information relating in particular
to the legal, financial and accounting characteristics of SMTPC are
available on the websites of the AMF (www.amf-france.org) and SMTPC
(www.tunnelsprado.com) and may be obtained free of charge from
SMTPC (3, avenue Arthur Scott, 13010 Marseille).
EIFFAGE CONTACT
Investors contactXavier
OmbrédanneTel. : + 33 (0)1 71 59 10
56xavier.ombredanne@eiffage.com |
Press contactSophie
MairéTel. : + 33 (0)1 71 59 10 62sophie.maire@eiffage.com |
|
|
VINCI CONTACT
Investors
relations Press
contactGrégoire
Thibault Stéphanie
MalekTel: +33 (0)1 57 98 63
84 Tel. : +33 (0)1
57 98 62
88investor.relations@vinci.com media.relations@vinci.com
IMPORTANT INFORMATION
This press release is disseminated for
information purposes only and does not constitute an offer to
purchase, or a solicitation of an offer to sell, any securities of
SMTPC.
The offer will be made only in accordance with
the offer documentation, which contains the full terms and
conditions of the offer. Any decision regarding the offer must be
based solely on the information contained in the offer
documentation.
The distribution of this press release, the
offer and acceptance thereof may be subject to specific regulations
or restrictions in certain countries. This press release must not
be published, broadcast or distributed, directly or indirectly, in
any country in which the distribution of this information is
subject to legal restrictions. The tender offer is not directed to
any person subject to such restrictions, directly or indirectly,
and may not be accepted from any jurisdiction where the offer would
be subject to such restrictions. Therefore, persons located in
countries where this press release is published, broadcasted or
distributed must inform themselves about and comply with such
restrictions. The co-initiators disclaim any responsibility for any
violation of such restrictions.
1 Any distribution of dividends, interim
dividends, reserves, share premium or any other distribution (in
cash or in kind) decided by SMTPC, the date of detachment of which
would occur, or any reduction of capital carried out, before the
closing of the Offer, will give rise to a reduction, on a euro for
euro basis, of the price of the Offer per share.2 Any distribution
of dividends, interim dividends, reserves, share premium or any
other distribution (in cash or in kind) decided by SMTPC, the date
of detachment of which would occur, or any reduction of capital
carried out, before the closing of the Offer, will give rise to a
reduction, on a euro for euro basis, of the price of the Offer per
share.3 Together with their respective affiliates, shareholders of
SMTPC and acting together in concert with respect to SMTPC (the
"Concert").4 together with the other members of
the Concert5 together with the other members of the Concert
- Santon - Press release - start offering period_WEIL_98576153_1
(2)
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