30.05.2005 07:30:00 CET
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- Company to be converted into a partnership by shares (société en commandite par actions)
- Equity to be increased through new share issues in order to invest in the ownership of leased equipment.
Founded in 1898 and listed on the Paris stock exchange since 1906, the TOUAX Group is continuing its global development in the operational leasing of standardized mobile equipment (shipping containers, modular buildings, river barges and freight railcars), both for its own account and on behalf of investors.
The businesses in which TOUAX operates are highly capital-intensive and require significant investment. In order to fund the sustained growth in its activity (almost E100 million invested in 2004), TOUAX has been successful in associating investors in equipment in its development.
The Group intends to expand its capital base in order to invest in the ownership of leased equipment, as a complement to the management of equipment on behalf of third parties. It plans to do this by issuing new capital in the stock markets.
In order to reconcile the interests of the Group with those of the major shareholder (the Colonna Walewski family), the Board of Directors of the company has decided to propose to the extraordinary general meeting convened for June 30th, 2005, that TOUAX be converted into a partnership by shares (société en commandite par actions), that new articles of association be adopted and that the company be authorized to carry out capital increases. "Société Holding de Gestion et de Location" and "Société Holding de Gestion et de Participation", simplified joint-stock companies represented by Messrs Raphaël Colonna Walewski and Fabrice Colonna Walewski respectively, have expressly agreed to act in the capacity of general partners of TOUAX in its new form. The partnership by shares guarantees shareholders a stable and highly responsible management which is able to implement a long-term strategy and sustainable growth. It also allows a clear separation between management and supervisory powers.
The future issuances capital will finance the acquisition of owned leased equipment which will generate increased profitability for the Group compared to managing equipment. This will therefore be positive for the shareholder. The strategy of investing in owned equipment, with the intention of maintaining ownership of 25% of assets under management, will be implemented after the change of status. It is a value-creating plan in which the TOUAX Group wishes to involve all of its shareholders by maintaining pre-emptive subscription rights in its forthcoming capital increases.
In accordance with stock-market regulations, a plan for a public offer in respect of the shares not held by the Colonna Walewski family, at a price of E20.80 per share, will be filed with the Autorité des Marchés Financiers in advance of the EGM, which will be held on June 30, 2005, in order to decide in particular on the change of the company's legal status. The price and terms of this offer remain subject to approval by the Autorité des Marchés Financiers.
The management's plan does not involve a compulsory buyout. On the contrary, it seeks to enable the company to call for further capital in order to increase the Group's market capitalization, invest in owned assets alongside third-party investors, provide improved liquidity, enhance the value of the stock and pursue a policy of regular and increasing dividends.
TOUAX is listed in Paris on EURONEXT - Eurolist Compartment C (ISIN code FR0000033003) and is part of the Next Prime quality segment of EURONEXT.
Contacts: TOUAX
Fabrice WALEWSKI / Raphaël WALEWSKI
Co-Chairmen
touax@touax.com
Tel.: 01 46 96 18 00
Tel.: 01 53 67 35 77
ACTUS FINANCE
Nicole ROFFÉ - Analyst/Investor Relations
nroffe@actus.fr
Sébastien BERRET
- Press Relations
sberret@actus.fr