FIMALAC: Press release relating to the filing of a simplified tender offer for 1 700 000 shares

15.03.2016 13:27:00 CET

FREE TRANSLATION FROM FRENCH - FOR INFORMATION PURPOSES ONLY

This announcement is not an offer of securities nor any form of solicitation in the United States or in any other jurisdiction. The offer described below may only be commenced following approval by the French Autorité des marchés financiers

PRESS RELEASE RELATING TO
THE FILING OF A SIMPLIFIED TENDER OFFER FOR 1 700 000 SHARES


IN THE CONTEXT OF THE SHARE BUY-BACK PROGRAM OF THE COMPANY
AUTHORISED BY THE SHAREHOLDERS' COMBINED GENERAL MEETING DATED 10 JUNE 2015

Presented by

Offer Price:
101 euros per Fimalac share

Offer Term:
20 trading days

This press release relating to the filing by Fimalac, on 15 March 2016, of a contemplated simplified tender offer on its own shares with the Autorité des marchés financiers (the French financial markets authority, the « AMF »), was prepared and disseminated in accordance with the provisions of articles 231-16 III and 231-17 of the AMF's general regulations. THIS OFFER AND THIS DRAFT OFFER DOCUMENT REMAIN SUBJECT TO THE REVIEW OF THE AMF.

This draft offer document is available on the Internet website of Fimalac (www.fimalac.com) and of the AMF (www.amf-france.org), and can be obtained free of charge from:

In accordance with the provisions of article 231-28 of the AMF's general regulations, information on Fimalac's legal, financial, and accounts characteristics, among others, will be made available to the public in the same manner as mentioned above, no later than on the day preceding the opening of the simplified tender offer.

1.      PRESENTATION OF THE OFFER
             
The board of directors of F. Marc de Lacharrière (Fimalac), a French société anonyme, with a share capital of 118,448,000.00 euros, having its registered office at 97, rue de Lille, 75007 Paris, and registered with the Trade and Companies Registry of Paris under number 542 044 136 (« Fimalac » or the « Company »), decided, in accordance with the authorisation to trade in its own shares conferred on it by the sixth resolution of the shareholders' combined general meeting on 10 June 2015, pursuant to article L. 225-209 of the French Commercial Code, to offer to the shareholders of Fimalac to buy-back their shares, in a maximum aggregate amount of 6.32% of the share capital, representing a maximum number of 1,700,000 shares, in the context of the share buy-back program approved by the shareholder's meeting, in the form of a simplified tender offer (the « Offer »).  This Offer is implemented in accordance with the provisions of Book II, Title III of and in particular the provisions of articles 233-1 6° et seq. of the AMF's general regulations.

The price of the Offer is 101 euros per share of the Company. This price takes into account the decision of the board of directors to submit to the shareholders' combined general meeting on 15 June 2016, the distribution of a dividend of 2.10 euros per share.

The offer is made for a maximum of 1,700,000 shares, representing, as of 29 February 2016, 6.32% of the share capital and 6.28% of the voting rights of the Company, based on an aggregate number of 26,920,000 shares and 27,081,249 theoretical voting rights calculated in accordance with article 223-11 of the AMF's general regulation, it being specified that as of 29 February 2016, the Company held directly 252,236 of its shares (including 42,165 shares held under a liquidity agreement), representing 0.94% of the share capital. The shares purchased in the context of the Offer are intended for cancellation.

Fimalac shares are admitted to trading on the Compartiment A of the regulated market of Euronext Paris (« Euronext Paris ») under ISIN code FR0000037947.

The Offer will be made pursuant to the simplified procedure in accordance with the provisions of articles 233-1 et seq. of the AMF's general regulations and will remain open for a duration of twenty (20) trading days. The Offer is presented by Société Générale, BNP Paribas, Crédit Agricole Corporate and Investment Bank and Crédit Industriel et Commercial (the « Presenting Institutions »). Only Société Générale, in accordance with the provisions of article 231-13 of the AMF's general regulation, guarantees the content and irrevocable nature of the undertakings made by the Company in connection with the Offer.

2.         REASONS OF THE OFFER AND INTENTIONS OF THE COMPANY


2.1       Reasons of the Offer

This Offer represents, given the lasting low liquidity affecting the shares, an opportunity for all shareholders, other than those having already expressed their intention not to tender their shares in the Offer (see section 2.3 below), to realize all or part of their investment, depending on their strategy vis-à-vis the Company and the prevailing market price.

It is specified that the Company has not received any commitment from shareholders to tender their shares in the Offer. In addition, the Company and its majority shareholder are committed to the listing of Fimalac shares and have no intention, within the next 12 months, to request the delisting of the shares from Euronext Paris or to undertake a squeeze-out of Fimalac shares. As a consequence, shareholders who do not wish to participate in the Offer will be able to continue supporting the Company in the pursuit of its development.

For the Company, the Offer also represents a good investment of its cash, with little volatility in the context of the recent developments on the financial markets.

The Offer fulfils the wish of Fimalac to provide an exceptional liquidity to its minority shareholders and to distribute an important part of the capital gains realized in 2015.

The Offer, being made in cash only, provides for Fimalac shareholders the opportunity of a partial immediate liquidity in their shares for an attractive price. Pursuant to the Offer, the Company offers the shareholders a 24.7% premium to Fimalac's closing price on 14 March 2016, the last trading day preceding the announcement of the transaction, and premiums of 26.0% and 28.6% compared to the one-month and three-month weighted average share prices preceding this date, respectively.

The Company intends to cancel the shares purchased in the context of the Offer, in accordance with the terms of the share buy-back program authorized by the shareholders' combined general meeting on 10 June 2015. The Company having cancelled 1,910,000 shares representing 6.63% of the share capital, on 5 April 2015, the Company will cancel a maximum aggregate number of shares representing 3.37% of the share capital immediately following the Offer. The balance of the shares purchased in the context of the Offer will be cancelled as from April 2017, in accordance with the rules governing the cancellation of treasury shares.

2.2    Company's intention for the next twelve months

Strategy

Fimalac intends to continue its activity according to the current strategy. The Offer will have no impact on its industrial, commercial and financial strategy. Fimalac will remain a diversified holding company, operating in the financial services, luxury hotels and leisure activities, digital, entertainment and real estate sectors.

Composition of the governing and management bodies after the Offer

The Offer will not result in any changes within the existing governing and management bodies of Fimalac.

Employment matters

The Offer will have no impact on employment matters of Fimalac.

Legal status of the Company

No change to the by-laws of the Company are expected following the Offer, with the exception of any changes required to reflect the cancellation of the shares purchased in the context of the Offer in the provisions relating to the share capital (article 6 of the by-laws).

Intention concerning the listing of the Company's shares following the Offer

The Offer will have no impact on the listing of Fimalac shares on Euronext Paris. The Company and its majority shareholder are committed to the listing of Fimalac shares and have no intention to request the delisting of the shares of Euronext Paris or to undertake a squeeze-out of Fimalac shares.

Dividend distribution policy

The Offer will not change the dividend distribution policy of Fimalac and the board of directors of the Company decided, during its meeting on 14 March 2016, to submit to the shareholders' combined general meeting to be held on 15 June 2016 the distribution of a dividend of 2.10 euros per share. The price of the Offer takes into account such dividend distribution proposal.

Treasury shares

As of 29 February 2016, the Company held 252,236 treasury shares (including 42,165 shares held under a liquidity agreement), representing 0.94% of the share capital.

The performance of the liquidity agreement was suspended on 14 March 2016 after close of markets at the request of the Company and will not resume until the end of the Offer period.

If the number of shares tendered to the Offer is lower than the maximum number of 1,700,000 shares that the Company commits to purchase in the context of the Offer, the Company intends to continue to implement its share buy-back program by acquiring Fimalac shares on the market, subject to market conditions.

Mandatory squeeze-out and delisting from Euronext Paris

In the context of the offer by Fimalac to buy-back its shares, the Offer will not cause, as a consequence, the completion of any delisting procedure of Fimalac shares from Euronext Paris. The Company and its majority shareholder are committed to the listing of Fimalac shares and have no intention to request the delisting of the shares of Euronext Paris or to undertake a squeeze-out of Fimalac shares.

Synergies, economic gains and merger plans

The Offer is not part of any merger process with other companies.

2.3    Intentions of the Company's shareholders
             
Intention of Groupe Marc de Lacharrière and the persons acting in concert with it

Groupe Marc de Lacharrière, a French société anonymewith a share capital of 30,932,736 euros, having its registered office at 11 bis, rue Casimir Périer, 75007 Paris, and registered with the Trade and Companies Registry of Paris under number 331 604 983, holds 86.11% of the share capital and 85.60% of the theoretical voting rights of the Company as of 29 February 2016, and is its main shareholder.

Groupe Marc de Lacharrière, wholly-owned by Mr. Marc Ladreit de Lacharrière and its family expressed its intention not to tender its shares in the Offer, representing 86.11% of the share capital and 85.60% of the theoretical voting rights of the Company as of 29 February 2016.

Fondation Culture & Diversité, MM. Marc Ladreit de Lacharrière, Jérémie Ladreit de Lacharrière and Mrs. Eléonore Ladreit de Lacharrière, Bérangère Ladreit de Lacharrière and Clarisse Ladreit de Lacharrière, acting in concert with Groupe Marc de Lacharrière, have also expressed their intention not to tender the shares they own in the capital of Fimalac to the Offer, representing together 0.91% of the share capital and of the theoretical voting rights of the Company as of 29 February 2016.

Intention of the members of the board of directors

The members of the board of directors of Fimalac have each expressed their intention not to tender their Fimalac shares to the Offer.

2.4       Agreements likely to have a material impact on the assessment of the Offer or its outcome

To the knowledge of the Company, no agreement is likely to have a material impact on the Offer.

3.      TERMS OF THE OFFER
             
In the context of such Offer which shall be carried out under the simplified procedure governed by articles 233-1 et seq. of the AMF's general regulations, the Company irrevocably undertakes to acquire from Fimalac's shareholders, within its share buy-back program authorized by its shareholders' combined general meeting dated 10 June 2015, a maximum number of 1,700,000 shares for a price of 101 euro per share for a 20 trading days period.

This price takes into account the decision of the board of directors to submit to the shareholders' combined general meeting on 15 June 2016, the distribution of a dividend of 2.10 euros per share.

4.      REDUCTION MECHANISM IN THE CONTEXT OF THE OFFER
             
If the number of shares tendered to the Offer exceeds the maximum number of 1,700,000 shares that the Company irrevocably offers to acquire, the rules of reduction specific to the simplified tender offer set forth by article 233-5 of the AMF's general regulations will be applicable and, for each shareholder responding to the Offer, a reduction to its request will be applied in proportion to the number of shares tendered to the Offer, subject to rounding.

The shares that will not be accepted in the context of the Offer due to this proportional reduction mechanism will be returned to their holders, subject to rounding.

5.      INDICATIVE TIMETABLE OF THE OFFER

Prior to the opening of the Offer, the AMF will publish a notice announcing the opening and the timetable (avis d'ouverture et de calendrier), and Euronext Paris will publish a notice announcing the terms and timetable of the Offer.

An indicative timetable is proposed below:

6.      SUMMARY OF THE ELEMENTS OF ASSESSMENT OF THE OFFER PRICE

The valuation assessment of the Offer Price of 101 euros per Fimalac share (the "Offer Price") has been prepared, on behalf of the Company, by the Presenting Banks, using publicly available information and written or oral information provided by the Company. This information was considered to be realistic and reasonable, and has not been independently verified by the Presenting Banks.

It should be noted that the Offer Price reflects the decision of the Board of Directors to submit to the vote at the Shareholders' General Meeting on 15 June 2016, the distribution of a dividend of 2.10 euros per Fimalac share.

The assessment of the Offer Price has been conducted using a multi-criteria approach based on valuation methodologies commonly used and appropriate for the proposed transaction, while taking into account the specificities of Fimalac, a listed financial holding with several subsidiaries and several listed and unlisted equity interests, as shown in the following chart:

Offer price valuation items overview

Summary of Fimalac valuation - Net asset value

1. Based on a share capital of 26,920,000 shares, excluding 252,236 treasury shares, resulting in a total of 26,667,764 shares

        
For valuation purposes, the Presenting Banks have analyzed the average discount to net asset value retained by equity research analysts for several listed financial holding companies.

The holding discount observed on financial holding companies which have:

• A free-float above 45% (e.g. Eurazeo, Groupe Bruxelles Lambert, Wendel Group, ...) is on average between 15% and 25%
   
• A free-float below 35% (e.g. Compagnie Lebon, Foncière, Financière et de Participations (FFP), Bolloré Group, ...) and a family reference shareholder, like Fimalac (which is controlled by Marc Ladreit of Lacharrière (87.0%) and has free-float of c.12.0%, excluding treasury shares), is on average between 25% and 40%

             
             
The Presenting Banks have retained for the holding discount a range between 15% and 20%, with a central value of 17.5%.

Premium implied by the Offer Price according to different Fimalac reference share price

Value per share implied by Fimalac's net asset value

7.      CONCLUSIONS OF THE INDEPENDENT EXPERT'S REPORT

Finexsi, represented by Olivier Peronnet, was appointed as independent expert by the Board of Directors on 12 February 2016, pursuant to Articles 261-1 I et seq. of the AMF's general regulations, in order to assess the fairness of the offered price and the conditions of the Offer.
The summary of the valuation exercise conducted by the independent expert and his assessment of the fairness of the offered price are included in his report, published on March 14, 2016, and are reproduced below:

"Summary of our valuation

Our work suggests that the price offered in the Offer, of €101 per share (cum dividend), gives the following premiums or discounts relative to the values established under the various valuation approaches we considered as relevant:

Assessment of the equitable nature of the Offer price

The current voluntary Offer is open to Fimalac shareholders, it being noted that the controlling shareholder has indicated that it does not intend to tender its shares in the Offer.

It aims to acquire shares in the Company with a view to their cancellation (up to a maximum of 1,700,000 shares), in identical proportion for each shareholder who does tender their shares in the Offer. It will not result in any change in the control of Fimalac, and will have no impact on the operational management of the group or its strategic direction.

We would note that the price of €101 (cum dividend) under the Offer represents, relative to relevant criteria:

• A premium to the share price of between 24.5% (12-month volume-weighted average price) and 48.4% (24-month volume-weighted average price) based on average prices to 14 March 2016 ;
   
• A premium of 6.2% relative to the lower bound of estimated net asset value and a discount of 3.3% relative to the upper bound of net asset value, including a holding company discount in both cases.

The Offer price therefore appears slightly higher than the average of a valuation based on net asset value.

The Offer therefore gives shareholders access to liquidity for a part of their shareholdings, at a price higher than the market price, without significant consequences for the Fimalac Group other than a reduction in its cash holdings equivalent to the share purchases made.

On this basis we are of the view that the Offer price of €101 per share (cum dividend) is financially fair for Fimalac shareholders.

Moreover, to the best of our knowledge, there is no related agreement in place liable to affect the financially equitable treatment of shareholders.

Paris, 14 March 2016

Finexsi Expert & Conseil Financier"

8.      REASONED OPINION OF THE BOARD OF DIRECTORS

The board of directors of Fimalac was held on 14 March 2016, under the chairmanship of Mr. Marc Ladreit de Lacharrière, Chairman of the board of directors, to review the Offer and issue a reasoned opinion on the interest and the consequences of the Offer for the Company, its shareholders and its employees.

Mr. Marc Ladreit de Lacharrière, Mr. Jérémie Ladreit de Lacharrière, Mr. Philippe Lagayette, Mr. Bernard de Lattre, Mr. Thierry Moulonguet, Mr. Bernard Pierre, Mr. Jean-Charles Naouri, Mr. Thomas Piquemal, Mr. Etienne Pflimlin, Groupe Marc de Lacharrière, board member, represented by Mrs. Eléonore Ladreit de Lacharrière and Mr. Pierre Blayau were present or represented. Mr. Pascal Castres Saint-Martin and Mrs. Clarisse Ladreit de Lacharrière were absent and excused.

The reasoned opinion of the board of directors issued on 14 March 2016 is fully reproduced below:

"The board of directors, having examined the draft offer document relating to the Offer, the valuation work undertaken by the Presenting Institutions and the draft report of Finexsi appointed as independent expert find that:

• the independent expert has concluded to the fairness of the price of the Offer for the shareholders of the Company;
   
• the Offer provides an opportunity for the shareholders of the Company who wish to sell all or part of their shares at a price with an attractive premium;
   
• the Offer will not impact the Company's strategy, its financial capacities or its dividend distribution policy, nor have any consequences on employment;
   
• Groupe Marc de Lacharrière, majority shareholder of the Company and Fondation Culture & Diversité, Mr. Marc Ladreit de Lacharrière, Mr. Jérémie Ladreit de Lacharrière and Mrs. Eléonore Ladreit de Lacharrière, Mrs. Bérangère Ladreit de Lacharrière and Mrs. Clarisse Ladreit de Lacharrière, acting in concert with Groupe Marc de Lacharrière, have expressed their intention not to tender their shares in the Offer.

In the light of the above, the board of directors determines, unanimously by the members present or represented, that the Offer is in the best interest of the Company and its shareholders and does not have any consequences on its employees.

Based on the foregoing, ad after discussing the matter, the board of directors, unanimously by the members present or represented:

• decides, by virtue of the authorisation to trade in its own shares conferred on it by the sixth resolution of the shareholders' combined general meeting on 10 June 2015, pursuant to article L.225-209 of the French Commercial Code, to offer the shareholders of the Company to buy their shares, within the limit of a maximum number of 1,700,000 shares of the Company, in the context of the share buy-back program approved by the shareholder's meeting, through a simplified tender offer;
   
• approves the contemplated Offer on a maximum number of 1,700,000 shares of the Company for a price of 101 euros per share in accordance with the terms and conditions described above;
   
• recommends that the shareholders tender their shares to the Offer; and
   
• as may be necessary, approves the terms of the draft offer document to be filed with the AMF for its review and authorises the Chairman and Chief Executive Officer to finalize and execute it, as well as any other document necessary in the context of the Offer, in particular the document "Other Information" relating to the legal, financial and accountings characteristics of the Company, referred to in the AMF's general regulations, and, more generally, do anything useful and necessary for the purpose of the completion of the Offer and, in particular, draft and issue any press release relating to the Offer.

The members present or represented state that they do not intend to tender their shares in the Offer."

9.      CONTACTS

Communication and Investor Relations:
Robert GIMENEZ, +33 1 47 53 61 73
Jacques TOUPAS, + 33 1 47 53 61 73

COMOPASANG