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GL events M&A Activity 2024
1368_iss_2024-01-31_c6c81c10-bcdb-48c8-a016-e1a25d9bb4c8.pdf
M&A Activity
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CONCLUSION OF AN AGREEMENT ORGANISING (I) SOFINA'S SALE OF A PERCENTAGE OF ITS SHAREHOLDING IN GL EVENTS TO TRÉVISE PARTICIPATIONS, AND (II) THE DIVESTMENT OF SOFINA'S STAKE IN POLYGONE
GL EVENTS (FR0000066672, GLO), the integrated event industry group, announces the conclusion of an agreement with a view to organising the sale by Sofina of 8% of GL events' shares and Sofina's divestment of its stake in Polygone's capital.
On 31 January 2024, Sofina, Trévise Participations and Le Grand Rey concluded agreements organising:
- (i) the off-market sale of 2,398,623 GL events shares held by Sofina, representing 8% of the share capital of GL events, to Trévise Participations (the "Block Sale"), for a price per share of €18.40;
- (ii) the sale of all 221,076 shares of Polygone, the GL events' controlling holding company, held by Sofina, to Le Grand Rey and Trévise Participations, with said shares representing 20.96% of Polygone's share capital.
Upon completion of the Block Sale, Trévise Participations will hold 8% of GL events' share capital, while Sofina's holdings will be reduced from 15.9% to 7.9% of GL events' share capital.
After the transaction has been completed, Polygone's ownership structure would be as follows: Mr. Olivier Ginon, Le Grand Rey and La Ferme d'Anna1 (with a 51.56% stake2 ), (ii) Trévise Participations (20%), (iii) Aquasourca (10%), (iv) Ovalto (7.02%), (v) Crédit Agricole subsidiaries (6.08%) and (vi) Matmut (5.33%). On that basis, Mr. Olivier Ginon will continue to hold, through the companies he controls, 56.77% of the share capital and 67.35% of the voting rights of GL events and will not cross, directly or indirectly, any of the shareholding thresholds of GL events in connection with the transaction.
The concert party agreement between Sofina and Olivier Ginon will be terminated and Olivier Ginon and the companies he controls will not act in concert with Trévise Participations. The main provisions of the shareholders' agreement to be concluded between Trévise Participations and Olivier Ginon will be disclosed in accordance with applicable regulations.
This transaction is in line with Trévise Participations' goal of supporting GL events' development while providing Sofina with an opportunity to partially divest its position, after which Sofina will retain a 7.9% stake in GL events.
Pursuant to the above, Sofina's representatives on the Boards of Directors of Polygone and GL events will be replaced by two members appointed on the proposal of Trévise Participations.
1 Le Grand Rey and La Ferme d'Anna are controlled by Mr. Olivier Ginon
2 Versus the current shareholding in Polygone's capital of 50.60%.
The transaction described above, which will have no effect on the control exercised by Olivier Ginon over GL events, is not subject to any preconditions and is to be completed prior to 6 February 2024.
Olivier Ginon, Chairman and CEO of GL events and Polygone, commented:
"I wish to thank Sofina for having supported the Group's development with patience and professionalism since September 2012. At the same time, I welcome the arrival of Trévise Participations as a new long-term shareholder in Polygone and GL events. These changes will allow us to pursue with confidence our objectives of sustainable development and strengthening the Group's international market positions. Together with all our shareholders, we will face many exciting challenges in the years ahead, as we continue to chart a course for growth and value creation for GL events, an industry leader in the world of events. "
Harold Boël, CEO of SOFINA, stated:
"Sofina is proud and delighted in the role it has played in supporting GL events' growth and development, particularly in international markets. The road we have travelled is impressive, as is the professionalism and determination of our teams, and their resilience in difficult times. "
ABOUT SOFINA
Sofina is a Belgian investment company listed on Euronext Brussels. Sofina's mission is to partner with leading entrepreneurs and families, backing them with patient capital and supportive advice to foster sustainable growth of their businesses. Relationships and alignment are at the heart of our mission. Sofina has investments in Europe, Asia and the United States in various sectors, with a particular focus on consumer goods and services, digital transformation, education as well as healthcare and sustainable supply chains. For more information, please visit www.sofinagroup.com
ABOUT TREVISE PARTICIPATIONS
Trévise Participations is an investment management entity run by a family office responsible for financing the philanthropic projects of its majority shareholder.
Its investment philosophy is to provide long-term support for entrepreneurial projects with strong growth or transformation potential and a positive social impact. We apply an atypical approach reflecting a commitment to balancing sustainable financial success with social responsibility.
ABOUT GL EVENTS
About GL events: The Group is a world-class provider of integrated solutions and services for events operating across the three main market segments: conventions, conferences, congresses; cultural, sports and political events; trade shows / B2B and B2C exhibitions and consumer fairs. GL events' activities are organised into three major business divisions. GL events Live provides a complete range of services for corporate, institutional and sports events, and offers turnkey solutions from consulting and design to staging the event itself. GL
events Exhibitions manages and coordinates the Group's portfolio of more than 200 proprietary trade fairs covering a wide range of sectors: food industry, culture, textiles, manufacturing… GL events Venues manages a network of 57 venues (convention and exhibition centres, concert halls and multi-purpose facilities) in France and international destinations.
Present on five continents with operations in more than 20 countries, GL events has 5,500 employees. GL events is listed on Euronext Paris, Compartment B (mid-caps).
INVESTOR RELATIONS MEDIA RELATIONS
GL events Sylvain Bechet Tel.: +33 (0)4 72 31 54 20 [email protected]
FTI Consulting Julien Durovray Tel: +33 (0)6 25 04 57 73 [email protected]
ISIN FR0000066672 - BLOOMBERG GLO FP - REFINITIV GLTN.PA - FTSE 581 LEI 9695002PXZMQNBPY2P44