Management Reports • Oct 10, 2013
Management Reports
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Special Report of the Board of Directors pursuant to Article 602-1 of the company Code
The 2,256,450 shares which are the subject of the Contribution in Kind are registered shares, without nominal value, and are recorded in the shareholders' register under the numbers 1,600,001 to 1,793,200, 2,020,901 to 3,120,000, 3,509,601 to 4,450,450 and 4,489,801 to 4,512,900. The shares will be transferred with all rights attached thereto, including the right to any dividend relating to the financial year 2013 and subsequent financial years.
The proposal to the General Meeting is, in consideration of the Contribution in Kind, to issue 12,222,222 new shares of the Company, which will be subscribed by AvH at a subscription price of €45 per share. The new shares will be issued at their accounting par value, namely €1.63264 per share. They will benefit from the same rights and be subject to the same obligations as the existing shares. They will carry a right to any dividend relating to the financial year 2013 and subsequent financial years. They will be issued in the form of registered shares, and will represent 48.28% of the Company's authorised share capital and voting rights.
If the operation that is the subject of this report is approved by the General Meeting, and if the conditions precedent referred to below are met, the authorised share capital will be increased by an amount of €19,954,510.99, from €21,374,971.43 to €41,329,482.42. The difference between the total subscription price (€550,000,000) and the amount of the capital increase (namely €530,045,489.01) will be accounted for as an "issue premium" which, like the authorised share capital, constitutes the security given to third parties, and can only be reduced pursuant to a regular decision of the General Meeting taken in accordance with the provisions of the company Code that apply to the modification of the articles of association.
In order for a valid decision to be made on the capital increase, it must receive three quarters of the votes of those attending or represented at the General Meeting.
(ii) the Bel20 index has not fallen, at the date of the day preceding the completion of the capital increase, by 25% or more, from its closing value at 19 September 2013 (namely 2,841.30 points), the absence of such fall being assessed on the basis of the closing value at the said date.
Note: (1) that in the event that the condition precedent referred to in (i) above is met, the capital increase will be completed on a date to be agreed between the Company, AvH and Vinci SA (but at the latest within five business days of the communication of the Approvals in accordance with (i) above), provided that on that date the condition precedent referred to in (ii) has also been met; and (2) that if each and every one of the conditions precedent referred to in (i) and (ii) above has not been met, so that the capital increase has not been completed by 30 March 2014 at the latest, this decision will automatically be null and void and will cease to have any effect.
This agreement, as published on 19 September 2013, provides that:
Completion of these two operations is subject to conditions precedent, and in particular (i) approval of the capital increase by the Extraordinary General Meeting; and (ii) authorisation of the operation by the European Commission.
Following these two operations, CFE will be DEME's sole shareholder, while AvH will have a stake of 60.39% in the Company.
Following these operations and the threshold of 30% having been exceeded, AvH will launch a mandatory takeover bid for the Company's shares owned by the public, at a price of €45 per share.
The Company will be able to develop major synergies both between its contracting and dredging activities and in the area of concessions, and will obtain the full benefit of DEME's international commercial network.
7. The capital increase will cover the payment for the Contribution in Kind and will strengthen the Company's equity capital by an amount of €550,000,000.
8. The Company has determined the value of the Contribution by using the method of market multiples applied to EBITDA (Earnings before interest, taxes, depreciation and amortization) on the basis of the 2013 and 2014 business plans. It is common practice to use this method to value businesses active in this business sector.
The valuation used by the Board of Directors is the average of the valuations based on EBITDA for the financial years 2013 and 2014 (the EBITDA margin relating to these two financial years being in line with the performance achieved during the financial years 2010, 2011 and 2012) to which a multiple of 5 has been applied, less DEME's estimated average debt at the end of those financial years. Using this approach, the Contribution is valued at €695,500,000. Valuations based on higher multiples have not been taken into account.
The Board of Directors has also valued the Contribution in Kind on the basis of the discounted cash flow method applied to the aforementioned business plan for the financial years 2013 and 2014, the Company's investment plans, and the long-term projections underpinned by the macroeconomic prospects for the sector. The weighted average cost of capital (WACC) is 8.9%. This discounted cash flow method resulted in a valuation of €840 million.
The Board of Directors has adopted the lower valuation, of €695,500,000.
9. The Board of Directors notes that the value for the contribution agreed between AvH and Vinci in the context of their publicly announced agreement, namely €550,000,000, is lower than the lowest valuation adopted by the Board of Directors, namely €695,500,000.
The Contribution in Kind as valued by AvH and Vinci is therefore not overvalued.
The auditor's report confirms this.
10. The Company has valued its non-DEME activities using the same multiples method, but taking the specific nature of its businesses into account. The value of the real estate portfolio has been determined on the basis of the value of the net assets (stock of projects net of financial debt) increased by a yield in accordance with market practice and with the performance expected by the Company for this activity in its business plan (on the basis of an IRR post-tax of 10%). This leads to a valuation of €36 million.
This valuation of the businesses based simultaneously on an average of multiples used for the contracting activity and for the related « holding » (i.e. 3 for 2013 and 2,15 for 2014) and on the resulting average valuations for the financial years 2013 and 2014, as well as on a specific valuation of the real estate portfolio referred to above, gives an amount of €45 million.
By combining the valuation of the Contribution in Kind and that of CFE's own activities, the Board of Directors has been able to arrive at an exchange ratio as follows:
or 12,296,647 new shares for 13,092,260 existing shares.
On the basis of the valuations adopted by the Board of Directors, the payment in new shares determined by agreement between AvH and Vinci in the context of their publicly announced agreement, namely 12,222,222 new shares for 13,092,260 existing shares, is slightly more favourable for the existing shares than the payment in new shares that would result from the valuation adopted by the Board of Directors, which would involve the issuance of 12,296,647 new shares for 13,092,260 existing shares.
11. With regard to the dividend, the Board of Directors has obtained AvH's assurance that 100% of DEME's dividend relating to the financial year 2013 will be allotted to CFE, which means that the new shares to be issued to pay for the Contribution in Kind will be entitled to the whole of the 2013 dividend, the decision as to the distribution of which will be a matter for the Ordinary General Meeting.
12. The fairness opinion issued on 2 October 2013 by ING Belgique (Appendix 1) contains the following conclusion: "based upon and subject to the foregoing, it is our opinion that, as at the date of the Opinion, the Transaction, as such as well as proposed within the framework of the Envisaged Operation (as the latter is described in any publicly available information), is fair, from a financial point of view, for CFE and for its minority shareholders (excluding VINCI)".
13. The Auditor's Report prepared pursuant to Article 602 of the company Code is attached in Appendix 2.
This report's conclusions are as follows:
"The contribution in kind of €550 million by way of a capital increase of the company Compagnie d'Entreprises CFE SA involves the contribution by Ackermans & van Haaren NV of its stake (2,256,450 shares) in the company D.E.M.E. NV.
The operation has been audited in accordance with the standards laid down by the Institute of Company Auditors with regard to contributions in kind. The Company's Board of Directors is responsible for the valuation of the contributed assets, as well as for determining the number of shares to be issued in consideration of the contribution in kind.
Having completed our auditing work, we are of the opinion that:
The payment for the contribution in kind consists of 12,222,222 shares of the company Compagnie d'Entreprises CFE SA, without nominal value.
Finally, we should point out that in accordance with the standards laid down by the Institute of Company Auditors, our mission does not require us to issue an opinion on the legitimate and fair nature of the operation, on the value of the contribution or on the compensation to be allotted in exchange."
* * * This report was adopted by the Board of Directors on 3 October 2013.
For the Board of Directors of CFE
Its CGO, represented by Philippe Delaunois, Renaud Bentegeat permanent representative, Chairman of the Chief Executive Officer Board of Directors
Attachments:
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