Ssimplified public tender offer on ST Dupont shares for EUR 0.14 per ST Dupont share, followed by a squeeze-out
Press release – Paris, October 21, 2021
ST Dupont (the “Society“) announces that D and D International BV (“D and D“or the”Offering“), its controlling shareholder holding 79.71% of its capital and 88.44% of its voting rights1, informed the Company today of its intention to file with the French Markets Authority (the “AMF“) a simplified public tender offer covering all the shares of ST Dupont SA (Euronext Paris: DPT) not yet held by the Offeror, for a price per share of 0.14 euro (the”Offer“).
The Offer will be filed as part of the Offeror’s decision to diversify the Company’s commercial activities, coupled with an expansion of its distribution network. All of this will require additional capital and development time, and the risks involved mean that listing is not an appropriate or desirable framework to achieve the above objective. It should be noted that the Company is not in a position to finance the investment required to achieve the above objectives through its current balance sheet, and therefore additional investment in the Company is required in order to achieve this plan. It is also specified that the Company’s equity has become less than half of its share capital and that the Company is currently considering all possible options, including a capital reduction, in order to restore its equity.
The Offeror has indicated its intention to file the Offer within 15 days of this announcement.
The Offer price will represent a premium of 57.7% compared to the closing price of October 20, 2021, 53.0% compared to the volume-weighted average of the Company’s share prices for the 20 sessions. market before this date and 53.4% ââcompared to the volume weighted average. price of the Company’s shares for the 60 trading days preceding this date.
The Offeror has indicated that the Offer will not be subject to any regulatory or other condition precedent.
The Offeror has also indicated its intention to implement a squeeze-out following the Offer if the legal and regulatory conditions are met.
In this context, the Company has recognized the intention of the Offeror. In accordance with Articles 261-1 I, 1 Â° and II of the AMF General Regulations, a meeting of the Company’s supervisory board will be called in order to create an ad hoc committee, composed of a majority of independent members. The ad hoc committee will be responsible in particular for proposing the appointment of an independent expert, who will report on the financial conditions of the Offer (including the squeeze-out).
In accordance with current stock market regulations, the independent expert will issue his final report within at least 20 trading days following the filing of the Offer.
The ad hoc committee will supervise the work of the independent expert and make recommendations to the supervisory board with a view to issuing its reasoned opinion (opinion pattern) on the Offer.
The Company’s supervisory board will then be convened in order to issue a reasoned opinion, in view of the conclusion of the independent expert’s report, on the Offer and its consequences for the Company, its shareholders and its employees. In accordance with the AMF’s general regulations, the reasoned opinion of the Supervisory Board will be mentioned in the note in response to be drawn up by the Company.
At the Company’s request, listing was suspended on October 21, 2021. The Company announced that it had requested Euronext Paris to resume listing (ISIN code FR0000054199 – DPT) at the opening of the market on October 25, 2021.
The Company will keep its shareholders informed of the main developments of the Offer and will proceed to other notifications in accordance with the regulations in force.
About ST Dupont :
ST Dupont SA is a French company specializing in the manufacture, marketing and sale of luxury products. 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.
This press release is not and can in no way be construed as an offer to purchase securities. The Offer will only be made in accordance with the Offer documentation which will contain all of the terms and conditions of the Offer. The Offer documentation will be reviewed by the AMF and the Offer will only be opened after authorization from the AMF. Any decision regarding the Offer should only be taken on the basis of the information contained in this Offer documentation.
This press release is for informational purposes only. This press release does not constitute a prospectus within the meaning of Regulation 2017/1129 of the European Parliament and of the Council of June 14, 2017 relating to 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 distribution of this press release, the Offer and its acceptance may be subject to specific regulations or restrictions in certain jurisdictions. Therefore, persons in possession of this press release should inform themselves of any applicable local regulations and comply with them. ST Dupont excludes all liability to any person or entity, whatever the consequence, or in connection with any violation of these restrictions by any person.
In accordance with Commission Implementing Regulation (EU) 2016/1055 of June 29, 2016, establishing implementing technical standards for the technical means to publish inside information in an appropriate manner and to delay the release of inside information in accordance with to Regulation (EU) No 596/2014 of the European Parliament and of the Council, this press release may contain inside information and was distributed to the distributor authorized by ST Dupont on October 21, 2021.
Forward-looking statements :
This press release contains forward-looking statements that 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 linked to a historical fact or factual situation. This information includes, but is not limited to: information regarding the plans, objectives, prospects and intentions of the Company, including financial or other information based on assessments or estimates regarding the future performance of the Company, future events , strategy, positioning, resources, capacities 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 which could cause actual results to differ materially from those expressed or implied by these forward-looking statements.
Except as required by laws or regulations, the Company does not undertake to modify or revise the statements contained herein to reflect events or circumstances unforeseen or which would occur after the date of this publication or to reflect any change in the expectations, events, conditions or circumstances upon which such statements are based.
Investor relations: [email protected]
1 Based on a share capital composed of 524,279,556 shares representing 945,087,036 theoretical voting rights as of September 30, 2021 in accordance with article 223-11 of the AMF general regulations.
Simplified public tender offer on ST Dupont shares for EUR 0.14 per ST Dupont share, followed by a squeeze-out