London (UK) - March 6, 2017 - During the simplified tender offer, open from 2 to 15 February 2017, targeting the shares of Valtech SE [Euronext Paris: FR0011505163 - LTE], the first independent European agency in digital and technology marketing, the offeror, SiegCo, acquired at a unit price of € 12.50 per share, 690,123 Valtech shares on the market.
At the close of the Offer, the Offeror held, together with its majority shareholder, the company Verlinvest, 25,647,541 Valtech shares, representing 96.38% of the share capital and voting rights of the company. SiegCo thus met all the requirements to implement the procedure for compulsory transfer to an existing shareholder under Article 75 of Valtech's Statutes.
Consequently, Valtech issued and circulated on February 17, 2017, at SiegCo's request, a Remainder Sale Notice, which is available on Valtech's website (read here). The compulsory transfer procedure has been open since 20 February 2017. It is recalled that the compulsory transfer, like other provisions of Valtech's statutes, is subject to English law and to the jurisdiction of the High Court.
Valtech's shares will be delisted from the regulated market of Euronext Paris on March 8, 2017.
PRINCIPAL TERMS OF THE COMPULSORY TRANSFER
Until 9 March 2017 inclusive, the holders of Valtech shares who have not tendered their shares to the offer can sell them to SiegCo in the context of the compulsory transfer, under conditions equivalent to those of the simplified tender offer, at the cost of € 12.50 per Valtech share. To initiate this compulsory transfer, holders of bearer shares should ASK their FINANCIAL intermediary to send to Oddo & Cie, acting as presenting bank for the simplified tender offer, a compensation note for their remaining shares. Holders of registered Valtech shares must make this request directly to Société Générale Securities Services.
Beyond this date, in accordance with Article 75 of Valtech's Statutes and the Remainder Sale Notice, shareholders who have not transferred their shares pursuant to the sale notice will be deemed to have irrevocably appointed Oddo & Cie as agent for accepting the sale notice, to sign all documents necessary to transfer shares and generally to do whatever is required by this notice. The compensation price of the shares transferred in this connection will be equivalent to that of the simplified tender offer, i.e. € 12.50 per Valtech share.
Consequently, at the end of this compulsory transfer procedure, SiegCo will hold, jointly with Verlinvest, 100% of Valtech's share capital, in accordance with Article 75 of the company's Statutes.
CALENDAR OF MANDATORY TRANSFER
|February 17, 2017||Remainder Sale Notice issued by Valtech to the remaining shareholders on close of the offer, in accordance with Article 75 of the Statutes|
|March 8, 2017||Delisting of Valtech shares from the Euronext Paris regulated market|
|Until March 9, 2017||Acceptance of compensation at the price of € 12.50 offered by SiegCo for the transfer of Valtech shares held by the shareholders|
|March 9, 2017 (closing)||Closing of the ISIN code by Euroclear France|
|From March 10, 2017||Compensation by Oddo & Cie for the Valtech shares that have not been tendered by the minority shareholders in accordance with the Remainder Sale Notice|
PROVISION OF DOCUMENTS FOR THE MANDATORY TRANSFER
The Remainder Sale Notice, specifying the terms of implementation of the mandatory transfer procedure to an existing shareholder under Article 75 of Valtech's Statutes, is available on Valtech's website (www.valtech.com) and can be obtained free of charge from Valtech (46 Colebrook Row, London N1, UK).
This press release has been prepared for information purposes only. It does not constitute an offer to the public and is not intended for distribution in countries other than France. The distribution of this communication may, in some countries, be subject to specific regulations. As a result, persons in possession of this press release are required to inform themselves about any applicable local restrictions and comply with them.
Valtech S.E. [Euronext Paris: FR0011505163 - LTE] is a digital marketing agency, pioneer in technology with a presence in 13 countries Argentina, Australia, Canada, Denmark, France, Germany, India, Netherlands, Singapore, Sweden, Switzerland, United Kingdom and United States) and approximately 1,900 employees. As a "digital full service" player, Valtech knows how to add value to its customers at all stages of a digital project: strategy consulting, design, graphic design, development and optimization of business-critical digital platforms. Thanks to its recognized commitment to innovation and agility, Valtech helps brands to develop and grow their business with web technologies while optimizing time to market and return on investment (ROI).
Mr Sebastian Lombardo
ACTUS – Nicolas Bouchez
+33 1 53 67 36 74