Simplified tender offer on S.T. Dupont's shares for EUR 0.14 per
S.T. Dupont share, followed by a mandatory squeeze-out
Simplified tender offer
on S.T. Dupont's shares for EUR 0.14
per S.T. Dupont share, followed by a mandatory
squeeze-out
Press release – Paris, October 21, 2021
S.T. Dupont (the "Company")
announces that D and D International B.V. ("D and
D" or the "Offeror"), its controlling
shareholder holding 79.71% of its share capital and 88.44% of its
voting rights1, has informed the Company today of its intention to
file with the French market authority (the "AMF")
a simplified tender offer for the entirety of the shares of S.T.
Dupont SA (Euronext Paris: DPT) not already held by the Offeror,
for a per share price of EUR 0.14 (the
"Offer").
The Offer will be filed in the context of the
Offeror's decision to diversify the business activities of the
Company, coupled with an expansion of its retail network. All of
this will require additional capital and development time, and the
risks involved mean that the listing is not a suitable or desirable
framework for achieving the above objective. It should be noted
that the Company is not able to finance the investment required to
deliver the above objectives through its current balance sheet, and
therefore additional investment into the Company is required in
order to deliver this plan. It should also be noted that the
Company's net equity has become less than half of its share capital
and the Company currently contemplates all possible options,
including a share capital reduction, in order to restore its net
equity.
The Offeror indicated its intention to file the
Offer within 15 days following this announcement.
The Offer price will represent a premium of
57.7% over the closing share price on 20 October 2021, 53.0% to the
volume weighted average price of the Company's shares for the 20
trading days prior to such date, and 53.4% to the volume weighted
average price of the Company's shares for the 60 trading days prior
to such date.
The Offeror indicated that the Offer would not
be subject to any regulatory or other condition precedent.
The Offeror also indicated its intention to
implement a mandatory squeeze-out following the Offer if the legal
and regulatory conditions are satisfied.
In this context, the Company acknowledged the
Offeror's intention. In accordance with articles 261-1 I, 1° and II
of the general regulation of the AMF, a meeting of the supervisory
board of the Company will be held in order to create an ad hoc
committee, comprised of a majority of independent members. The ad
hoc committee will notably be in charge of proposing the
appointment of an independent appraiser, which will issue a report
on the financial terms of the Offer (including the mandatory
squeeze-out).
In accordance with applicable stock market
regulations, the independent appraiser will issue its final report
within no less than 20 trading days following the filing of the
Offer.
The ad hoc committee will supervise the work of
the independent expert and will make recommendations to the
supervisory board in view of issuing its reasoned opinion (avis
motivé) on the Offer.
The supervisory board of the Company will then
be convened in order to issue a reasoned opinion, in light of the
conclusion of the report of the independent appraiser, on the Offer
and its consequences for the Company, its shareholders and its
employees. In accordance with the general regulation of the AMF,
the supervisory board's reasoned opinion will be mentioned in the
response document to be prepared by the Company.
At the Company's request, trading was suspended
on 21 October 2021. The Company announced that it has requested
from Euronext Paris that the trading resume (code ISIN FR0000054199
- DPT) at market opening on 25 October 2021.
The Company will keep its shareholders informed
of the main developments of the Offer and will make further
notifications in accordance with applicable regulations.
About S.T. Dupont :
S.T. Dupont SA is a France-based company engaged
in the manufacture, marketing and sale of luxury goods. The Company
offers a range of products including lighters, writing instruments,
leather goods, ready to wear, belts, and other accessories. The
Company distributes its products worldwide, and the majority of its
products are sold in Europe and Asia.
Disclaimer :
This press release is not and cannot in any way
be construed as an offering to buy any securities. The Offer will
be made only pursuant to the Offer documentation which will contain
the full terms and conditions of the Offer. The Offer documentation
will be subject to review by the AMF and the Offer will only be
opened once the AMF has granted its clearance. Any decision in
respect of the Offer should be made only on the basis of the
information contained in such Offer documentation.
This press release is of a purely informative
nature. This press release does not constitute a prospectus within
the meaning of Regulation 2017/1129 of the European Parliament and
of the Council of 14 June 2017 on the prospectus to be published
when securities are offered to the public or admitted to trading on
a regulated market, and repealing the Prospectus Directive
2003/71/EC. The dissemination of this press release, the Offer and
its acceptance may be subject to specific regulations or
restrictions in certain jurisdictions. Consequently, persons in
possession of this press release shall inquire about potential
applicable local regulations and comply with them. S.T. Dupont
excludes all liability to any person or entity, however arising,
from or in relation to any breach of any such restrictions by any
person.
Pursuant to the Commission implementing
regulation (EU) 2016/1055 of 29 June 2016, laying down implementing
technical standards with regard to the technical means for
appropriate public disclosure of inside information and for
delaying the public disclosure of inside information in accordance
with Regulation (EU) No 596/2014 of the European Parliament and of
the Council, this press release may contain inside information and
has been released to S.T. Dupont's authorized broadcaster on 21
October 2021.
Forward-looking statements :
This press release contains forward-looking
statements which are subject to risks and uncertainties, including,
but not limited to, statements announcing or referring to future
events, trends, plans or objectives, based on certain assumptions
as well as statements not directly relating to a historical fact or
factual situation. Such information includes, but is not limited
to: information regarding the Company’s plans, objectives,
prospects and intentions, including financial or other information
based on assessments or estimates regarding the Company’s future
performance, future events, strategy, positioning, resources,
capabilities or expectations. These forward-looking statements are
based on reasonable assumptions made as of the date hereof and are
subject to known and unknown risks and uncertainties that could
cause actual results to materially differ from those expressed or
implied by such forward-looking statements.
Except as required by laws or regulations, the
Company does not undertake to amend or revise any of the statements
contained herein to reflect events or circumstances that are
unforeseen or that would occur after the date of this publication
or to reflect any change in the expectations, events, conditions or
circumstances on which such statements are based.
Contacts:
Investor relations: invest@st-dupont.com
1 On the basis of a share capital composed of
524,279,556 shares representing 945,087,036 theoretical voting
rights as at 30 September 2021 in accordance with article 223-11 of
the general regulation of the AMF.
- Simplified tender offer on S.T. Dupont's shares for EUR 0.14
per S.T. Dupont share, followed by a mandatory squeeze-out
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