PARIS--(BUSINESS WIRE)--Regulatory News:
On 20 December 2019
Horizon Parent Holdings S.à r.l, controlling shareholder of Verallia (ISIN FR0013447729 – Euronext Paris), itself indirectly controlled by an investment fund managed by affiliates of Apollo Global Management (« Apollo »), announces the completion of a « margin loan » financing.
In order to facilitate the implementation of this financing, (i) Horizon Parent Holdings S.à r.l has contributed 100% of its participation in the share capital of Verallia to a newly-formed wholly-owned subsidiary, Horizon Investment Holdings S.à r.l and (ii) Horizon Investment Holdings S.à.r.l has granted a pledge on part of the Verallia shares it owns to the benefit of the lending banks.
Immediately before the completion of this operation, Horizon Parent Holdings S.à.r.l bought back the whole participation of Bpifrance Participations in its share capital, for a consideration in kind paid with a number of Verallia shares calculated by transparency on the basis of the number of shares of Horizon Parent Holdings S.à r.l held by Bpifrance Participations. Horizon Parent Holdings S.à r.l is now fully owned by Apollo.
Following this transaction:
- Horizon Investment Holdings S.à r.l crossed the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 1/3 and 50% of the share capital and voting rights of Verallia and consequently, the French financial markets authority (Autorité des Marchés Financiers (“AMF”)) granted on 17 December 2019 a waiver to the obligation to file a mandatory tender offer on the entire share capital of Verallia on the basis of articles 234-8 and 234-9, 7° of the AMF General Regulation;
- Bpifrance Participations now holds 100% of its shareholding in Verallia directly (i.e. 7.48% of the share capital and voting rights of Verallia following this transaction); and
- the lock-up undertakings provided in the underwriting agreement entered into with the banks’ syndicate in connection with the initial public offering (and described in section 7.4.2 of the securities note (note d’opération) approved by the AMF on 20 September 2019) have been taken over by Horizon Investment Holdings S.à.r.l and Bpifrance Participations. Horizon Investment Holdings is bound by such provisions, as will be the beneficiaries of the above mentioned share pledge in case of enforcement of this security.
- the shareholders agreement between Apollo and Bpifrance Participations with respect to Horizon Parent Holdings S.à r.l has been terminated and a new non-concerting shareholders agreement was entered into between Bpifrance Participations and Horizon Investment Holdings S.à r.l with respect to their shareholding in Verallia. The shareholders agreement provides an undertaking from Horizon Investment Holdings S.à r.l to propose the appointment of a director designated by Bpifrance Participations to the board of directors of Verallia.
The implementation of this transaction has no impact on Verallia and in particular on its dividend policy.