BOUYGUES (EPA:EN) Bouygues announces a proposed share repurchase tender offer

Transparency directive : regulatory news

31/08/2011 07:00

Paris, 31 August 2011

Bouygues press release

Bouygues announces a proposed share repu rchase tender offer

EUR1.25 billion offer covering 11.7% of the share capital(1)
Repurchase price of EUR30, a premium of 30% to the closing share price of 30
  August 2011
Significant financial leeway preserved
SCDM will not tender its shares to the offer
Estimated accretive impact of 11% on EPS(2)

About the offer

The Bouygues Board of Directors, having met on 30 August 2011, is announcing a
proposed share repurchase tender offer of a total amount of EUR1 .25 billion
covering a maximum of 11.7% of the company's share capital at a price of EUR30
per share. The repurchased shares will be cancelled.

The price of EUR30 per share represents a premium of 30% to the closing share
price of 30 August 2011 and a premium of 29% to the one-month average share
price. It has been set on the basis of a multicriteria analysis, details of
which will be provided in the offer document. The Bouygues Board of Directors
has appointed Ricol Lasteyrie as independent appraiser to certify whether the
financial terms of the offer are equitable for all shareholders. This
certification will be submitted to the next meeting of the Bouygues Board of
Directors, which will be required to issue a reasoned opinion on the offer. The
certification will also be included in the offer document.

Reasons for the offer

In response to the recent massive fall in its share price amid heavy trading
volumes, Bouygues is proposing a liquidity opportunity to those shareholders who
wish to take it, offering them a premium of 29% to the one-month average share
price.
The offer also protects the interests of those shareholders who wish to continue
to support the Group in the longer term. It is expected to have a strongly
accretive impact on earnings per share (approximately 11% on EPS2, assuming a
100% take-up of the tender offer).

(1)Based on the number of shares at 30 August 2011

(2)2011 earnings per share is computed on the basis of the FactSet consensus for
net profit attributable to the Group after deducting the full-year effect of the
after-tax financial costs associated with the repurchase offer. The number of
shares used in this EPS calculation assumes a 100% take-up for this offer

Bouygues has a market capitalisation of EUR8.4 billion (at the 30 August 2011
closing share price), as compared with consolidated shareholders' equity
attributable to the Group of EUR9 billion as of 30 June 2011, and reduced net
debt by EUR2.4 billion during the 2009 and 2010 financial years. The Bouygues
group enjoys a very strong balance sheet and has a very prudent financial
management policy.

In the event of a 100% take-up of the tender offer, the Group's proforma net
debt as of 31 December 2010 would be EUR3.7 billion, compared with proforma
shareholders' equity of EUR9.3 billion as of the same date. The proforma net
debt/EBITDA ratio would therefore be 1.1x as of 31 December 2010. Consequently,
the company's financial structure would be preserved.

SCDM, which held 18.1% of Bouygues' share capital as of 30 June 2011, has
indicated that it does not intend to tender its shares to the offer.

The Supervisory Boards of the Bouygues group employee share ownership funds,
which held 19.8% of the company's share capital as of 30 June 2011, will meet
shortly to decide whether or not they will tender their shares to the offer.

The offer will be submitted for approval by an Extraordinary General Meeting,
scheduled for 10 October 2011. It will also be subject to a state of compliance
from the Autorité des Marchés Financiers (AMF), the French financial markets
regulator. As an indication, the offer period would be expected to run from 11
to 31 October 2011.

At the Board meeting, Martin Bouygues stated: "This proposal benefits all of our
shareholders. It is good financial management, and does not alter our industrial
strategy. I am confident in the outlook for the Bouygues group, which will
continue to prioritise profitable growth over the long term."

Press contact:
+33 (0)1 44 20 12 01 -                 +33 (0)1 44 20 10 79 -
presse@bouygues.com                    investors@bouygues.com
Investors & analysts contact:

                               www.bouygues.com

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