AGM Information • May 30, 2011
AGM Information
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Wendel's Combined Shareholders' Meeting was held on 30 May 2011 under the chairmanship of Ernest-Antoine Seillière, Chairman of the Supervisory Board.
Quorum was established at 69.9% of shares, i.e 34,213,748 shares and 57,608,487 voting shares
During the session, Frédéric Lemoine and Bernard Gautier, Chairman and Member of the Executive Board respectively, presented Wendel's results and achievements in 2010, a year marked by the return of growth. All of the Group's companies exceeded their 2010 targets, rebounding with organic growth and acquisitions, half of which were in high-growth regions.
In 2010, Wendel continued the active management of its financial structure to which it has been committed for the last two years: extending debt maturities, including increasing the Group's hedges against rising interest rates, and transferring bank debt to bond debt.
Overall, gross debt was reduced by €951 million in 2010, for a total reduction of €3.2 billion since the beginning of 2009, following the repayment of all bank debt without margin calls announced today by Frédéric Lemoine. As such, Wendel has no debt maturing before 2013.
Reminding shareholders of the Group's strategy for the future, Frédéric Lemoine highlighted that the five levers for value creation were all in operation, underlining Wendel's return to investment through the acquisition of Parcours Group in 2010. Jérôme Martin, Chairman of Parcours, took the floor to present the activities of this independent specialist in operational vehicle leasing in France and its growth outlook.
The 17 draft resolutions subjected to a shareholders' vote were adopted.
This meeting notably approved changes to the Supervisory Board, with the appointment of two new directors: Mr. Gérard Buffière, as an independent member, and Mr. Humbert de Wendel. Thanks to their professional experience, they will both contribute to strengthening the Supervisory Board's industry and managerial expertise.
The meeting also approved the dividend proposed for 2010 of €1.25 per share, a 25% increase compared to 2009. The dividend will be detached on 2 June 2011 and paid out on 7 June 2011.
| No. | Resolutions pertaining to the Ordinary Meeting | Outcome | % "For" |
|---|---|---|---|
| 1 | Approval of the 2010 parent company financial statements | Adopted | 99.22 |
| 2 | Approval of the 2010 consolidated financial statements | Adopted | 99.32 |
| 3 | Net income allocation, dividend approval and payment | Adopted | 99.55 |
| 4 | Approval of agreements described in Articles L. 225-38 et seq. and L. 225-86 et seq. of the French Commercial Code |
Adopted | 90.41 |
| 5 | Renewal of the appointment of Didier Cherpitel as a member of the Supervisory Board |
Adopted | 93.15 |
| 6 | Appointment of Humbert de Wendel as a member of the Supervisory Board | Adopted | 94.83 |
| 7 | Appointment of Gérard Buffière as a member of the Supervisory Board | Adopted | 99.48 |
| 8 | Authorization granted to the Executive Board to trade in the Company's shares: maximum purchase price of €150 |
Adopted | 98.48 |
| No. | Resolutions pertaining to the Extraordinary Meeting | Outcome | % "For" |
|---|---|---|---|
| 9 | Delegation of power to the Executive Board to increase share capital through the issue of shares or securities giving access to the capital of the Company or its subsidiaries, with preferential subscription rights, for a maximum par value of €200 million, it being specified that the maximum aggregate par value of capital increases that may be carried out is set at €1,000 million |
Adopted | 86.37 |
| 10 | Delegation of power to the Executive Board to increase share capital through the issue, without preferential subscription rights but with the possibility of granting a priority period for shareholders, of shares or securities giving access to the capital of the Company or its subsidiaries, for a maximum par value of €100 million, this amount being included in the maximum aggregate principal amount set in the ninth resolution |
Adopted | 83.76 |
| 11 | Delegation of power to the Executive Board to increase the number of shares to be issued in the event of excess demand, by up to 15% of the initial issue, up to the maximum aggregate principal amount set in the ninth resolution |
Adopted | 85.33 |
| 12 | Delegation of power to the Executive Board to issue shares or securities giving access to the capital up to a maximum of 10% of share capital, in consideration for contributions in kind made up of shares and up to the maximum aggregate principal amount set in the ninth resolution |
Adopted | 88.02 |
| 13 | Delegation of power to the Executive Board to increase share capital through the capitalization of reserves, profits or premiums of €1,000 million, this amount being included in the maximum aggregate principal amount set in the ninth resolution |
Adopted | 99.40 |
| 14 | Authorization granted to the Executive Board to reduce share capital through the cancellation of shares, up to a maximum of 10% of the capital per 24-month period |
Adopted | 99.29 |
| 15 | Delegation of power to the Executive Board to increase share capital through the issue of shares or securities giving access to the capital, reserved for members of the Group savings plan, up to a maximum par value of €250,000 |
Adopted | 94.55 |
| 16 | Authorization granted to the Executive Board to grant purchase type and/or subscription-type stock options to corporate officers and employees, up to a maximum of 0.8% of the Company's share capital at the date the options are granted |
Adopted | 88.70 |
| 17 | Powers for legal formalities | Adopted | 99.43 |
At 19 May 2011, Wendel's net asset value came to €109.3 per share (details in Appendix 1), double the figure of €55 reported at 31 May 2010. The discount to NAV was 23.6% at 19 May 2011.
The calculation methodology was detailed on 31 August 2009 and remains unchanged. Moreover it conforms to the recommendations of European Venture Capital Association.
Since March 2011, Wendel has sold the remainder of its puts on its stake in Saint-Gobain. The proceeds from the sale, which totalled €169 million, were used to definitively repay the remaining €729 million in debt without margin call. The balance was contributed from Wendel's cash reserves.
Wendel now holds 89.8 million shares in Saint-Gobain, for a stake of 16.9%. As announced on 23 March 2011, Wendel proceeded to sell in May 2011 3.1 million shares received under the 2009 dividend, for a total of €144 million.
As such, mainly in light of the transactions described above, the repayment of €430 million in debt with margin calls, the payment of the acquisition of Parcours and the issue of a €300 million bond maturing in April 2018, total cash now amounts to more than €1.2 billion, including €1.1 billion in available cash.
The improved results generated by non-listed companies, combined with an improvement in market comparable multiples, has enabled Wendel's non-listed subsidiaries, Deutsch, Materis and Stahl, to reach more than €1 billion in value, thereby reinforcing Wendel's target of a value of between €1.5 billion and €2.5 billion by the end of 2013.
Wendel is one of Europe's leading listed investment firms. The Group invests in France and abroad, in companies that are leaders in their businesses: Bureau Veritas, Legrand, Saint-Gobain, Materis, Deutsch and Stahl. Wendel plays an active role as industry shareholder. It implements long-term development strategies, which involve boosting growth and margins of companies so as to enhance their leading market positions.
Through Oranje-Nassau Développement, which gathers growth, diversification and innovative investment opportunities, Wendel is also invested in VGG in the Netherlands, Helikos in Germany and Parcours in France. Wendel is listed on Eurolist by Euronext Paris.
Standard & Poor's rating: Long term BB-, stable outlook – Short term B since 19 July 2010.
Wendel is the Founding Sponsor of the Centre Pompidou-Metz, which has hosted nearly 800,000 visitors since its opening in May 2010.
Anne-Lise Bapst: + 33 (0) 1 42 85 63 24 Laurent Marie: +33 (0)1 42 85 91 31 [email protected] [email protected] Christèle Lion: + 33 (0) 1 42 85 91 27 Olivier Allot: +33 (0)1 42 85 63 73 [email protected] [email protected]
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