BOUYGUES (EPA:EN) Press release of 4 October 2011 announcing formalities for gaining access to the Offer Document stamped by the AMF

Transparency directive : regulatory news

04/10/2011 17:55

Bouygues press release

                           SHARE REPURCHASE TENDER OFFER

                                   presented by

BNP Paribas                       Crédit Agricole                   HSBC France
                           Corporate and Investment Bank

    Rothschild & Cie Banque                                 Société Générale

                 Terms of the Offer: 30 euros per Bouygues share
                      Duration of the Offer: 22 calendar days

This press release is published pursuant to Articles 231-27 1 and 2 of the AMF
(Autorité des Marchés Financiers) General Regulation.

The AMF, pursuant to Article L.621-8 of the French Monetary and Financial Code
and to Article 231-23 of the AMF General Regulation, and in application of its
statement of compliance on the tender offer of 4 October 2011, has applied its
stamp No.11-447, dated 4 October 2011, to the offer document filed by Bouygues
("Bouygues" or the "Company").

Implementation of the share repurchase tender offer by Bouygues for 41,666,666
of its own shares (the "Offer") is subject to an Extraordinary General Meeting
of Bouygues shareholders, to be held on 10 October 2011, passing a resolution
to reduce the share capital by a maximum nominal amount of 41,666,666 euros by
a share repurchase tender offer for a maximum of 41 ,666,666 shares with a par
value of 1 euro.

The Bouygues offer document, stamped by the AMF, is available on the websites
of the AMF (www.amffrance.org) and of Bouygues (www.bouygues.com), and may be
obtained free of charge from:

-   Bouygues: 32 avenue Hoche, 75008 Paris, France
-   BNP Paribas: 4 rue d'Antin, 75002 Paris, France
-   Crédit Agricole Corporate and Investment Bank: 9 quai du Président Paul
    Doumer, 92920 Paris La Défense, France
-   HSBC France: 103 avenue des Champs Elysées, 75008 Paris, France
-   Rothschild & Cie Banque: 23 Bis avenue de Messine, 75008 Paris, France
-   Société Générale: CORI/M&A/FRA, 75886 Paris Cedex 18, France
Legal, financial, accounting and other information concerning Bouygues will be
made available to the public by the same means in accordance with Article
231-28 of the AMF General Regulation, no later than the day before the opening
of the share repurchase tender offer.

Having approved the repurchase in principle on 30 August 2011, the Board of
Directors of Bouygues, a Société Anonyme (public limited company) with share
capital of 356,307,709 euros, registered office 32 avenue Hoche, 75008 Paris,
France, registration number 572 015 246 RCS Paris, decided at its meeting of
20 September 2011 to repurchase Bouygues shares from the Company's shareholders
via a tender offer with a view to their cancellation, pursuant to Articles
L.225-204 and L.225-207 of the French Commercial Code. The Company's shares are
admitted to trading on Euronext Paris (Compartment A), ISIN code FR0000120503.

This Offer is being conducted in accordance with Title III of Book II, and in
particular with Articles 233-1 5 et seq, of the AMF General Regulation, subject
to an Extraordinary General Meeting of Bouygues shareholders, to be held on
10 October 2011, passing a resolution to reduce the share capital by a maximum
nominal amount of 41,666,666 euros by a share repurchase tender offer for a
maximum of 41,666,666 shares with a par value of 1 euro.

The Offer, at a price of 30 euros per Bouygues share, relates to a maximum of
41,666,666 shares.

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

1. Reasons for the Offer

In response to the recent massive fall in its share price amid heavy trading
volumes resulting from unfavourable market conditions since August 2011,
Bouygues is proposing to offer a liquidity opportunity to those shareholders
who wish to take it, offering them a 29% premium to the average share price for
the month preceding the announcement of the Offer on 31 August 2011 and a 30%
premium to the closing price on 30 August 2011 (the day before the Offer was
announced).

The Offer protects the interests of those shareholders who wish to continue to
support Bouygues in the longer term. It would have a strongly accretive effect
on earnings per share (approximately 11% on EPS(1), assuming a 100% take-up of
the Offer).

The Bouygues group has a solid balance sheet and a prudent financial management
policy. Assuming a 100% take-up of the shares within the scope of the Offer,
the proforma net debt of the Bouygues group on 31 December 2010 would be
3.7 billion euros, compared with proforma shareholders' equity of 9.3 billion
euros as of the same date. The proforma ratio of net debt to EBITDA as of
31 December 2010 would therefore be 1.1x. Consequently, the Company's financial
structure would be preserved.

Moreover, the proposal does not affect the development prospects of the
Bouygues group because, according to the Company's projections, its cash flow
is sufficient to cover changes in working capital needs and capital
expenditure.

2. Intentions of Bouygues for the next twelve months

Business strategy and orientation

Bouygues intends to continue with its current business strategy, while
remaining alert to opportunities and to changes required by the global economic
context.

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

Implementing the Offer will not lead to any change in the corporate and
management bodies of Bouygues. No impact on employment is anticipated.

(1) 2011 earnings per share calculated 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 Offer

Legal status of the Company

The Company does not envisage making changes to its by-laws as a result of the
Offer, except for those required to reflect the consequences of implementing
the Offer.

Intentions regarding the listing of the Company's shares after the Offer

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

Payment of dividends

Implementation of the Offer will not affect the Company's dividend policy,
which will continue to be pragmatic, based on the Group's results, prospects
and environment.

Synergies, financial gains and merger prospects

This being a share repurchase tender offer by Bouygues, the Offer is not part
of a planned merger with other companies. As a result, it will not lead to any
synergies or financial gains.

3. Terms of the Offer

Subject to an Extraordinary General Meeting of Bouygues passing the related
resolution, the Offer concerns a maximum of 41,666,666 shares of the Company
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 repurchased at
a price of 30 euros per share.

The Company will announce on 10 October 2011 at the end of the Extraordinary
General Meeting whether or not the aforementioned resolution has been passed. A
financial notice to this effect will also be published in the daily newspaper
Les Echos on 14 October 2011 and posted on the Company's website
(http://www.bouygues.com).

4. Key metrics for assessing the Offer price

The table below summarises the valuations derived from the valuation criteria
adopted, and the premiums implied by the Offer price:

                              Price per share(EUR) Premium implied by the Offer
                                                     price (EUR30.0 per share)

Share price on 30 August 2011      EUR23.09                    +30%
1-month average share price        EUR23.20                    +29%
3-month average share price        EUR26.56                    +13%
6-month average share price        EUR29.54                     +2%
12-month average share price       EUR31.04                     -3%
12-month low                       EUR20.88                    +44%
12-month high                      EUR35.05                    -14%
Intrinsic sum-of-the-parts    EUR28.4 to EUR34.6            +6% to -13%
Market sum-of-the-parts       EUR27.2 to EUR31.0            +10% to -3%

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

SCDM, a company controlled by Martin and Olivier Bouygues, which at the date
the Offer was filed held 66,374,020 shares representing 18.63% of the Company's
share capital and 27.53% of its voting rights, has announced that it will not
be tendering 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

Having completed our work, we report that the Offer price of 30 euros per
Bouygues share gives rise to the following premiums and discounts relative to
the values derived from the valuation methods we judged to be appropriate:

Comparative summary of valuations per Bouygues share as prepared by Ricol
Lasteyrie and the presenting banks

                                      EUR       Premium/(discount)
                                                     at EUR30
Ricol, Lasteyrie                  low   high       low     high

Principal methods applied
Share price                      23.1   29.6     29.9%     1.4%
DCF sum-of-the-parts             32.4   35.2     (7.3%)  (14.7%)
Market sum-of-the-parts          25.9   31.0     15.8%    (3.3%)
Illustrative methods applied
Overall DCF                      31.9   34.6     (5.8%)  (13.2%)
Transactions in Bouygues shares  27.2   32.8     10.3%    (8.5%)

                                     EUR        Premium/(discount)
                                                     at EUR30
Presenting banks                  low   high       low     high

Valuation criteria applied
Share price                      23.1   26.6     29.9%    12.8%
DCF sum-of-the-parts             28.5   34.7      5.3%   (13.5%)
Market sum-of-the-parts          27.3   31.1      9.9%    (3.5%)

6.2 Certification of fairness of the Offer price

Our report was prepared in the context of a share repurchase tender offer, for
which the Company repurchasing its shares appointed us as independent appraiser
under Article 261-3 of the AMF General Regulation.

SCDM, a company controlled by Martin and Olivier Bouygues, has given an
undertaking to the Company not to tender its shares to the Offer.

Having completed our work, we report that the Offer price of 30 euros per
Bouygues share represents:

- a premium of 30% to the spot price on 30 August 2011, the day before the
  Offer was announced, and premiums of between 1% and 13% to 6-month and
  3-month weighted average prices;

- a range of discounts from 7% to 15% to the intrinsic values obtained by
  discounting cash flows based on 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 range from a discount of 3% to a premium of 16% to market values obtained
  by applying multiples of companies in comparable sectors.

Given that this is an offer by the Company to repurchase its own shares, the
fairness of the Offer price has to be assessed in light of the situation of the
shareholders, whether or not they tender their shares to the Offer. In the
particular case, the Offer relates to a maximum of 41.6 million shares, i.e.
11.7% of the share capital; if the Offer is oversubscribed, each tendering
shareholder will have his application scaled down in proportion to the number
of shares held by him, in which case no shareholder will be able to tender all
his shares to the Offer.

In this context, the price must represent a balance between a short-term market
value and an intrinsic value that takes into account a longer-term view and
reflects the upside potential of the share.

In the particular case, the Offer price of 30 euros provides a premium to
market values (share price and analogous approaches) that gives an incentive
for interested shareholders to sell their shares, while providing a reasonable
discount relative to the intrinsic values of the Company (DCF analyses) to
ensure that the offer by the Company to repurchase its own shares is in the
interests of nontendering shareholders.

In this context and on these bases, in our opinion the price of 30 euros is
fair to the shareholders of Bouygues from a financial perspective, in the
context of an optional Offer to all shareholders.

                                Signed in Paris,
                              On 20 September 2011

Jean-François Sablier                                     Sonia Bonnet-Bernard"

7. Reasoned opinion of the Board of Directors of Bouygues

At its meeting of 20 September 2011, attended by all the Board members except
Patricia Barbizet, Mrs Francis Bouygues and Hervé Le Bouc, who were represented
by proxy, the Board of Directors gave the following reasoned opinion on the
Offer:

"The Board of Directors of Bouygues met on 20 September, 2011 to give, in
particular, its opinion on the Company 's plan to file a share repurchase
tender offer (the "Offer ") relating to a maximum of 41,666,666 Bouygues shares
representing 11.7% of the share capital and a minimum of 8.7% of the total
voting rights. The Chairman described to the Board the main terms of the
Offer.

1. The Board of Directors of Bouygues considered the draft offer document due
to be filed that day with the Autorité des Marchés Financiers (AMF - the French
financial markets authority), which includes the valuations proposed by the
banks Rothschild & Cie Banque, BNP Paribas, Crédit Agricole CIB, HSBC France
and Société Générale. In this connection, the Board noted that the Offer
would be an opportunity for interested shareholders to sell shares at a price
offering the following premiums to recent share prices:

30% to the closing price on 30 August 2011 (the day before the Offer was
  announced);
29% to the average price (weighted by volumes) for the month preceding the
  announcement of the Offer.

The Board also noted that the transaction would have an accretive effect on
earnings per share for non-tendering shareholders, in proportions dependent on
the take-up rate (approximately 11% based on a take-up rate of 100%).

The firm of Ricol Lasteyrie, represented by Sonia Bonnet-Bernard, acting as
independent appraiser retained by the Company, on the conditions stipulated in
Article 261-3 of the AMF General Regulation, to produce a report on the
financial terms of the Offer, has concluded that the Offer price was fair for
both tendering and non-tendering shareholders, which the Board noted.

2. The Board of Directors also noted that it was not expected that implementing
the Offer would have an impact on employment, or on the Bouygues group's
strategy or dividend policy. In addition, it was established that the Company's
financial structure would be preserved even with a 100% take-up rate, in which
case the Group 's proforma net debt as at 31 December 2010 would be 3.7 billion
euros, compared with proforma shareholders' equity of 9.3 billion euros as of
the same date. The proforma ratio of net debt to EBITDA would be 1.1x as at
31 December 2010.

3. The Board members were reminded of the undertaking by SCDM - the holding
company controlled by Martin and Olivier Bouygues which owns 18.6% of the share
capital of Bouygues - not to tender its Bouygues shares to the Offer, and the
members took this into account in giving the present opinion.

4. After discussion, the Board of Directors, having noted in particular the
work of the independent appraiser concluding that the Offer price was fair for
all Bouygues shareholders, decided unanimously, including all members present
or represented, that it was in the interests of Bouygues, its shareholders and
its employees to implement the Offer ".

8. Contacts

Press contact:                   Investor and analyst 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 may not be published, transmitted or distributed, directly
or indirectly, in the territory of the United States, Canada, Japan or
Australia. This press release does not constitute an offer of securities or a
solicitation to purchase securities in the United States or in any country
other than in France.
Disseminating, publishing or distributing this press release in some countries
may constitute a violation of current laws or regulations. In consequence,
persons physically present in such countries in which this press release is
disseminated, published or distributed must take advice and comply with such
laws and regulations.

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BOUYGUES (EPA:EN) Press release of 4 October 2011 announcing formalities for gaining access to the Offer Document stamped by the AMF

Transparency directive : regulatory news

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