Regulatory News:
Eurazeo (Paris:RF) announces the success of the sale, through Legendre Holding 19, of 23.1 million shares of Edenred S.A. ("Edenred"), representing approximately 10.2% of the share capital of Edenred, at a price of 26.13 euros per share, for a total amount of 603 million euros, by means of an accelerated placement with institutional investors (the "Transaction").
Upon completion of the Transaction, Eurazeo will have sold its entire stake in Edenred.
Patrick Sayer, Chairman of the Executive Board of Eurazeo, said: "We are very proud to have contributed to the creation of Edenred in 2010, by encouraging the split between Accor's service and hospitality businesses. Edenred was subsequently able to confirm and strengthen its position as a world leader in prepaid corporate services, driven by this new momentum."
Virginie Morgon, Eurazeo's Chief Investment Officer added: "The Group has demonstrated solid growth fundamentals on which Jacques Stern, Edenred's CEO, and the management team can rely in order to successfully implement the new strategic step, aiming at 'Inventing 2016'. We wish all the best to Edenred."
Since its investment in Accor with Colony Capital in May 2008, Eurazeo has supported and accelerated the transformation of Edenred, which is now an independent company and a world leader in prepaid corporate services. During the last three years, Edenred has implemented new solutions, developed new markets while increasing its existing market share, and shifted towards digitalization, which now underlies more than 50% of its issue volume.
Edenred's strong growth potential and the quality of its management, which has led to a successful transformation of the Group and revealed its unique profile to the market – combining growth, cash-flow generation and yield – has resulted in a remarkable stock market outperformance by the Group since its listing.
Jacques Stern stated that: "The support of stable reference shareholders, sharing our views, has been decisive in Edenred's creation and growth. Having set up the conditions for sustainable and strong growth, we can now be confident in the implementation of the next step of our strategic plan."
Over the period, Eurazeo realized a multiple of 2 times its initial investment, for a capital gain of approximately 360 million euros, recording a solid performance.
Eurazeo's net proceeds from the sale are approximately 295 million euros, after taxes, costs relating to the Transaction, and reimbursement of the debt allocated to Edenred.
With this Transaction – and only a few days after a partial sale of Rexel shares – Eurazeo once again demonstrates its ability to dispose of its assets on the best possible terms, and position itself to capture future investment opportunities.
The placement was managed by Citigroup as Lead Manager-Bookrunner. Rothschild & Cie has served as financial counsel to Eurazeo for Transaction.
***
No communication and no information in respect of the sale by Eurazeo of Edenred shares may be distributed to the public in any jurisdiction where a registration or approval is required.No steps have been or will be taken in any jurisdiction where such steps would be required. The offer or sale of the Edenred shares by Eurazeo may be subject to specific legal or regulatory restrictions in certain jurisdictions.Eurazeo, its shareholders and their affiliates take no responsibility for any violation of any such restrictions by any person.
This announcement is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of November 4, 2003, as implemented in each member State of the European Economic Area (the "Prospectus Directive").
This announcement does not, and shall not, in any circumstances constitute a public offering, nor an offer to sell or to subscribe, nor a solicitation to offer to purchase or to subscribe securities in any jurisdiction.
The offer and sale of the Edenred shares by Eurazeo in France will be carried out through a private placement to qualified investors, in accordance with article L.411-2 of the French Financial and Monetary Code and other applicable laws and regulations.There will be no public offering in France.
With respect to the member States of the European Economic Area, other than France, which have implemented the Prospectus Directive (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of the Edenred shares sold by Eurazeo requiring a publication of a prospectus in any relevant member State.As a consequence, the Edenred shares may only be offered or sold in any Relevant Member State pursuant to an exemption under the Prospectus Directive.
In the United Kingdom, this press release is directed only at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"), and (ii) "high net worth entities", "unincorporated associations" and other persons to whom it may otherwise be lawfully communicated under Article 49(2)(a) to (d) of the Financial Promotion Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States.Securities may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or exempt from registration.The shares of Edenred have not been and are not being registered under the Securities Act and neither Eurazeo, its shareholders or their affiliates intend to register any portion of the proposed offering in the United States or to conduct a public offering of securities in the United States.
Any investment decision to buy shares in Edenred must be made solely on the basis of publicly available information regarding Edenred.Such information is not the responsibility of Eurazeo, Rothschild or Citigroup Global Markets Limited and has not been independently verified by Eurazeo, Rothschild or Citigroup Global Markets Limited.
Citigroup Global Markets Limited is authorised and regulated by the Financial Services Authority.Details about the extent of Citigroup Global Markets Limited's authorisation and regulation by the FSA are available on request.
Citigroup Global Markets Limited is acting for Legendre Holding 19 and no one else in connection with the placing and will not be responsible to anyone other than Legendre Holding 19 for providing the protections afforded to clients of Citigroup Global Markets Limited nor for providing advice in connection with the placing.
This press release may not be published, forwarded or distributed in the United States, Canada, Australia or Japan.
***
About Eurazeo
With a diversified portfolio of nearly 4 billion euros in assets, Eurazeo is one of the leading listed investment companies in Europe. Its mission is to identify, accelerate and enhance the transformation potential of companies in which it invests. Its solid family shareholder base, its lack of debt and its flexible investment horizon enable Eurazeo to support its companies over the long term. Eurazeo is the majority or leading shareholder in Accor, ANF Immobilier, APCOA, Elis, Europcar, Foncia, Moncler and Rexel.
Eurazeo's shares are listed on the Paris Euronext Eurolist.
ISIN:
FR0000121121 - Bloomberg: RF FP - Reuters: EURA.PA
| Eurazeo financial calendar | Â | March 20, 2013 | Â | 2012 results | |
| May 6, 2013 | Â | 1st Quarter 2013 revenues | |||
| Â | Â | August 28, 2013 | Â | 1st Half 2013 results | |
For more information, please visit Eurazeo's Internet site: www.eurazeo.com
Not to be distributed directly or indirectly in the United States, Canada, Australia or Japan.
Contacts:
Eurazeo contacts:
Investor
Relations:
Caroline Cohen, Tel: + 33 (0)1 44 15 16 76
ccohen@eurazeo.com
or
Corporate
& Financial Communications:
Sandra Cadiou,Tel: + 33
(0)1 44 15 80 26
scadiou@eurazeo.com
or
Press
contacts:
Havas Worldwide Paris :
Charles Fleming, Tel :
+33 (0)1 58 47 94 40 - +33 (0)6 14 45 05 22
charles.fleming@havasww.com
