BOUYGUES (EPA:EN) Press release of 20 September 2011 relating to the filing of the draft offer document

Transparency directive : regulatory news

20/09/2011 22:38

FILING BY BOUYGUES OF A DRAFT PUBLIC BUYBACK OFFER OF ITS OWN SHARES

                                 Presented by

BNP Paribas                    Crédit Agricole                HSBC France
                         Corporate and Investment Bank

Rothschild & Cie Banque                                    Société Générale

                 Terms of the Offer: EUR30 per Bouygues share
    Maximum number to be purchased in connection with the offer : 41,666,666
                               Bouygues shares
         Duration of the Offer : [21] calendar days ([16] trading days)

This press release, prepared by Bouygues, is published pursuant to the
provisions of Articles 231-16 and 231-17 of the General Regulation of the
Autorité des marchés financiers (French Financial Markets Authority, or "AMF")

THE BUYBACK OFFER AND DRAFT OFFER DOCUMENT REMAIN SUBJECT TO EXAMINATION BY THE
                                       AMF.

                                IMPORTANT NOTICE

Pursuant to the provisions of Articles 231-32 of the General Regulation of the
AMF and 225-153 and R 225-154 of the French Commercial Code, the Offer shall be
open after the publication by Bouygues of a press release, indicating that the
resolution relating to the reduction of the share capital through a public
buyback offer has been validly adopted by the Extraordinary General Meeting of
Bouygues Shareholders convened on 10 October 2011, and after the publication by
Bouygues of a purchase notice in a journal of legal notices and in BALO (the
French Official Journal of Legal Notices).

The draft offer document is available on the websites of AMF
(www.amf-france.org) and of Bouygues (www.bouygues.com), and may be obtained
free of charge from :
- Bouygues: 32, avenue Hoche - 75008 Paris
- BNP Paribas: 4, rue d'Antin - 75002 Paris
- Crédit Agricole Corporate and Investment Bank : 9 quai du Président Paul
  Doumer - 92920 Puteaux
- HSBC France: 103, avenue des Champs Elysées - 75008 Paris
- Rothschild & Cie Banque: 23 Bis, avenue de Messine - 75008 Paris
- Société Générale: CORI/M&A/FRA - 75886 Paris Cedex 18

After having approved the principle of the transaction on 30 August 2011, the
Board of Directors of Bouygues, a French société anonyme with a share capital
of EUR3 56,307,709, the registered office of which is located at 32, avenue
Hoche - 75008 Paris, France and which is registered under number 572 015 246 on
the Paris Trade & Companies Register (hereinafter "Bouygues" or the "Company"),
decided at its meeting held on 20 September 2011 to implement a public buyback
offer over the shares of the Company (hereinafter the "Offer") in view of their
cancellation, pursuant to Articles L.225-204 and L.225-207 of the French
Commercial Code. The Company's shares are listed on Euronext Paris
(Compartment A) under ISIN code FR0000120503.

This Offer is implemented pursuant to the provisions of Title III of Book II and
more specifically pursuant to Article 233-1(5) et seq. of the General Regulation
of the AMF, subject to the approval by the Extraordinary General Meeting of
Bouygues shareholders convened on 10 October 2011, of the resolution relating to
the reduction of the share capital for a maximal amount of EUR41,666,666 through
a public buyback offer concerning a maximum of 41,666,666 shares each having a
par value of EUR1.

A maximum of 41,666,666 shares may be repurchased through the Offer which is
made at the price of EUR30 per Bouygues share.

Pursuant to the provisions of Article 231-13 of the General Regulation of the
AMF, among the presenting banks acting on behalf of Bouygues, only BNP Paribas,
Crédit Agricole Corporate and Investment Bank, HSBC France and Société
Générale shall guarantee the content and the irrevocable nature of the
undertakings of the Company in connection with the Offer.

1. Grounds for the Offer

In response to the recent massive fall in its share price amid heavy trading
volumes resulting from unfavourable market conditions experienced since August
2011, Bouygues is offering a liquidity opportunity to those shareholders who
wish to take it allowing them to obtain a 29% premium to the one-month average
share price prior to the announcement of the Offer and a 30% premium over the
closing price of 30 August 2011 (market day preceding the announce of the
Offer).

The Offer also protects the interests of shareholders who wish to remain
invested in Bouygues on a longer term basis, as it is expected to have a
strongly accretive impact on earnings per share (approximately 11% on EPS(1)
assuming 100% of the targeted shares being actually repurchased).

The group has a solid balance sheet structure and follows a prudent financial
management policy. In the event of a 100% of the targeted shares being actually
repurchased, Bouygues' 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.

(1) 2011 earnings per share calculated on the FactSet consensus basis of net
income attributable to the group, lowered by the impact of the post-tax
financial costs incurred in connection with the transaction on a full year
basis.

Furthermore, the contemplated transaction does not affect the development
perspectives of the Bouygues Group insofar as its self-financing capacity covers
the fluctuations in its working capital requirement as well as its investments,
according to the Company's forecasts.

    2. Intentions of the Company for the next twelve months

Business strategy and orientation

Bouygues intends to pursue its activities in accordance with its current
strategy, while closely monitoring opportunities and changes required by the
global economic context.

Composition of the corporate and management bodies after the Offer - impact on
employment

There will be no changes in the composition of the corporate and management
bodies of Bouygues as a result of the implementation of the Offer. There will be
no consequence on the employment situation.

Articles of Association of the Company

The Company does not intend to amend its Articles of Association further to the
Offer, with the exception of any changes required in order to reflect the
consequences of the implementation of the Offer.

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

The Company does not intend to request the delisting of Bouygues shares from
Euronext Paris after the Offer.

Distribution of dividends

The implementation of the Offer will not affect the dividends' policy of the
Company, which will be continued in a pragmatic manner.

Synergies, financial gains and prospect of a merger

As this is a public buyback offer, the Offer is not part of a plan to merge
Bouygues with other companies. Consequently, no synergies or financial gains
will be made.

3. Terms of the Offer

Subject to approval by the Extraordinary General Meeting of Bouygues
shareholders of the resolution mentioned above, a maximum of 41,666,666 shares
may be repurchased with a view to their subsequent cancellation, pursuant to
Articles L. 225-204 and L. 225-207 of the French Commercial Code. The shares
would be bought at a price of EUR30 per share.

The Company will announce on 10 October 2011 after its Extraordinary General
Meeting, whether the above mention resolution has been approved or not. A
financial notice will also be published for this respect in the daily newspaper
Les Echos on 12 October 2011 and will be posted on the Company's website
(http://www.bouygues.com).

4. Main criteria regarding the evaluation of the Offer price

The following table summarizes the valorizations exteriorized by the selected
evaluation criteria together with the premium inducted by the Offer price.

                                                      Premium inducted by the
                               Price per share (EUR)  Offer price (EUR30.0 per
                                                              share)
Share price on 30 august
2011                                EUR 23.09                 +30%

Average share price 1
month                               EUR 23.20                 +29%

Average share price 3
months                              EUR 26.56                 +13%

Average share price 6
months                              EUR 29.54                  +2%

Average share price 12
months                              EUR 31.04                  -3%

Lowest share price over the
last 12 months                      EUR 20.88                 +44%

Highest share price over the
last 12 months                      EUR 35.05                 -14%

Intrinsic " Sum-of-the-
parts "                        EUR 28.4 - EUR 34.6         +6% - -13%

Market " Sum-of-the-
parts "                        EUR 27.2 - EUR 31.0         +10% - -3%

5. Agreements likely to have a significant impact on the Offer

SCDM, a company controlled by Messrs. Martin and Olivier Bouygues, which
currently holds 66,374,020 shares of the Company representing 18.63% of
Bouygues' share capital and 27.53% of its voting rights, announced that it will
not tender any of its shares to the Offer.

6. Conclusions of the work of the independent appraiser, Ricol Lasteyrie

"6. Summary of our work

6.1 Values applied

With the completion of our work, the price offered in the context of the Offer,
i.e., 30 euros per Bouygues share, comprises the following premiums and
discounts relating to the values resulting from the valuation methods we deemed
relevant:

Comparative summary of the results of Ricol Lasteyrie and presenting banks -
Value per Bouygues

                                              Premium/(discount)
Ricol, Lasteyrie                 EUR              at 30 EUR
                            low      high        low     high

Principal methods applied
Share price                23.1      29.6      29.9%     1.4%
Sum of DCF shares          32.4      35.2      (7.3%)  (14.7%)
Sum of market shares       25.9      31.0      15.8%    (3.3%)
Other methods applied
Global DCF                 31.9      34.6      (5.8%)  (13.2%)
Transactions involving
Bouygues shares            27.2      32.8      10.3%    (8.5%)

                                              Premium/(discount)
Presenting banks                 EUR              at 30 EUR
                            low      high        low     high

Valuation criteria applied
Stock price                23.1      26.6      29.9%    12.8%
Sum of DCF shares          28.5      34.7       5.3%   (13.5%)
Sum of market shares       27.3      31.1       9.9%    (3.5%)

6.2 Certification of fairness of the offered price

Our report was prepared in the context of a public share buyback offer, for
which the Company purchasing its shares has appointed us independent appraiser
pursuant to Article 261-3 of the AMF General Regulations.

SCDM, the company controlled by Messrs. Martin and Olivier Bouygues, informed
the Company of its commitment not to contribute its shares to the Offer.

Upon completion of our work, we noted that the price of 30 euros per Bouygues
share offered in the context of this Offer comprises:

- a 30% premium over the spot price as of 30 August 2011, just prior to the
  announcement of the transaction and premiums of 1% to 13% over the 6-month and
  3-month weighted average share prices;

- a discount gap of 7% to 15% on the intrinsic values resulting from updating
  the cash flows from the Company 's most recent business plans at a spot market
  rate as of 31 August 2011 and at a 3-month market rate;

- a discount and premium gap of -3% to 16% on the market values resulting from
  the application of multiples of comparable companies by business line.

Regarding a Company buy-back offer of its own shares, the fairness of the
offered price must be assessed with regard to the shareholders' situation,
whether or not they contribute their shares to the Offer. In this specific case,
the Offer targets a maximum of 41.6 million shares, i.e., 11.7% of the share
capital; in the event that the number of shares contributed by shareholders
exceeds the number of shares covered, a mechanism of reduction will be applied
to each vendor shareholder pro rata the number of shares he holds, with no
shareholder then being able to contribute all their shares to the Offer.

Within this framework, the price must represent a balance between, on the one
hand, a shortterm market value and, on the other hand, an intrinsic value,
assuming a longer-term view and reflecting the share 's appreciation potential.

In this specific case, the price of 30 euros proposed as part of this deal
offers a premium over market values (share price and analogical approaches),
justifying the interest in selling by those shareholders who so wish, and a
reasonable discount from the Company 's intrinsic values (DCF analyses),
justifying the interest, by shareholders who continue to hold company equities,
in the company 's buyback of its own shares.

Within this context and on these bases, we are of the opinion that the price of
30 euros is fair to Bouygues' shareholders from a financial point of view, in
the context of a voluntary Offer for all shareholders.

                                Done at Paris,
                              20 September 2011

               Jean-François Sablier     Sonia Bonnet-Bernard"

7. Reasoned opinion of the Board of directors of Bouygues

The Board of directors of Bouygues held on 20 September 2011 issued the
following reasoned opinion: " The board of directors of Bouygues has been
convened on 20 September 2011 to resolve upon the filing by the Company of a
public buyback offer (the " Offer ") over a maximum of 41,666,666 of its own
shares, representing 11.7% of the share capital and at least 8.7% of the voting
rights. The Chairman of the Board has presented the main conditions of the
Offer.

1. The Board of Directors of Bouygues has reviewed the draft offer document
which is expected to be filed today with the Autorité des marchés financiers
and which contains the valuation work conducted by Rothschild & Cie Banque, BNP
Paribas, Crédit Agricole CIB, HSBC France and Société Générale. In this
respect, the Board of Directors considered that this Offer is an opportunity for
the shareholders of Bouygues wishing to sale shares to do so at a price offering
them the following premiums:

    30% compared to the closing share price of 30 August 2011(market day
     preceding the announcement of the Offer).
    29% compared to the one-month weighted average share price prior to the
     announcement of the Offer.

The Board also acknowledged that the contemplated transaction will have an
accretive impact on earnings per share, in proportion with the Offer take-up,
for the shareholders who choose not to tender their shares (approximately 11%,
assuming a 100% of the targeted shares being actually repurchased).
Ricol Lasteyrie, represented by Ms. Sonia Bonnet-Bernard, acting as independent
appraiser appointed by the company pursuant to provisions of article 261-3 of
the General Regulation of the Autorité des marchés financiers in order to
deliver a fairness opinion on the financial terms of the Offer, concluded that
the price of the Offer was fair for all shareholders whether they would choose
to tender their shares or not, which was acknowledged by the Board.

2. The Board of Directors further noticed that the implementation of the Offer
will have no impact on the employment policy; similarly the implementation of
the Offer will neither affect the strategy of the Bouygues Group, nor the
dividends' policy of the Company. Moreover, it is acknowledged that the Offer
will have no general impact on Bouygues financial situation even in the event of
100% of the targeted shares being actually repurchased; in such case, the Group
's proforma net debt as of 31 December 2010 would amount to EUR3.7 billion,
compared to 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.

3. The undertaking by SCDM - the company controlled by Messrs. Martin and
Olivier Bouygues which currently holds 18.6% of Bouygues' share capital - not to
tender its shares to the Offer has been taken into consideration by the
Directors for issuing this reasoned opinion.

4. After further discussions, all members of the Board of Directors, present or
represented, on the basis of, inter alia, the report of the independent
appraiser which concluded that the price of the Offer was fair for all Bouygues'
shareholders, unanimously decided that the implementation of the Offer was in
the interest of Bouygues, its shareholders and its employees.

8. Contacts

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

                   www.bouygues.com

This press release must not be published, transmitted or distributed, directly
or indirectly, on the territory of the United States, Canada, Japan or
Australia. This press release does not constitute an offer of securities or any
request to purchase securities in the United States or in any country other than
France.
The dissemination, publication or distribution of this press release in certain
countries may constitute a violation of current laws and regulations.
Consequently, those physically present in these countries and in which this
press release is disseminated, published or distributed must inform themselves
of, and conform to, these laws and regulations.

BOUYGUES's latest news

22/03/2024 13:06

BOUYGUES (EPA:EN) Press release of 20 September 2011 relating to the filing of the draft offer document

Transparency directive : regulatory news

BOUYGUES's latest news

Other stories