Grasse, 14 November 2024 - Robertet, a world leader in natural ingredients for fragrances and flavors, sees its shareholder base reshaped with a strengthening of Maubert SA's position, and a stabilization of its capital structure through the entry of the Fonds Stratégique de Participations and Peugeot Invest. This evolution follows the announcement today by dsm-firmenich regarding the initiation of an accelerated book-building process aimed at selling shares representing circa 5% of Robertet's capital to institutional investors.
Subject to the success of this accelerated book-building process:
- the Fonds Stratégique de Participations and Peugeot Invest have committed to acquiring a total of 102,000 investment certificates (representing 4.5% of the capital) and up to 229,076 shares (representing approximately 10.0% of the capital) from dsm-firmenich, each for half;
- Maubert SA, the holding company which controls Robertet, has committed to acquiring 15,007 investment certificates (representing 0.7% of the capital) from dsm-firmenich.
The Maubert family fully supports the entry of the Fonds Stratégique de Participations and Peugeot Invest into the share capital. If these acquisitions are completed, Maubert SA, the Fonds Stratégique de Participations, and Peugeot Invest have agreed:
- to grant the Fonds Stratégique de Participations and Peugeot Invest the ability to reconstitute ordinary shares from their investment certificates, starting in 2030, by exchanging some of these investment certificates for voting right certificates held by Maubert SA. The latter will have the alternative option to acquire in cash the investment certificates presented for exchange by the Fonds Stratégique de Participations and Peugeot Invest up to approximately 1% of the capital each.[1]
- to conclude a shareholder agreement constituting a concerted action (action de concert) towards Robertet, under the condition precedent of obtaining an exemption from the Financial Markets Authority from the obligation to file a public offer. This agreement would include the following key stipulations:
(i) representation of the Fonds Stratégique de Participations and Peugeot Invest on Robertet's board of directors as independents, with one seat each, alongside a majority of directors appointed by Maubert SA;
(ii) the commitment of the Fonds Stratégique de Participations and Peugeot Invest to waive the acquisition of part of their double voting rights after the statutory period of 5 years, in order to preserve, as needed, the majority of voting rights of Maubert SA, without however reducing their individual participations below 5% of the voting rights; and
(iii) no other constraints would be imposed on the exercise by each party of its voting rights.
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About the Robertet Group
Robertet SA was founded in Grasse in 1850 and is the world leader in natural products. Based in France and majority family-owned since its creation, the Robertet Group is still controlled by the Maubert family and is the only fragrance, flavor and natural ingredient company that is fully integrated throughout the entire creative process, from source to final fragrance or flavor. Today, the Robertet Group is represented in more than 50 countries, has more than 2,400 employees worldwide and offers its customers a range of over 1,700 natural materials and bespoke products created in one of its 15 global creation centers. In 2023, the Robertet Group recorded total net sales exceeding €720 million.
www.robertet.com
[1]An ordinary share corresponds to the combination of an investment certificate and a voting right certificate.
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