Major Shareholding Notification • Mar 4, 2011
Major Shareholding Notification
Open in ViewerOpens in native device viewer
Communiqué
Not for distribution, directly or indirectly, in the United States, Canada, Australia or Japan.
Kohlberg Kravis Roberts & Co. (together with its affiliates, "KKR") and Wendel have announced the successful completion of the joint sale of 40 million shares of Legrand, representing approximately 15.2% of Legrand's share capital, at a price of 28.75 euros per share.
In this context Wendel sold approximately 21.8 million shares or 8.3% of Legrand's share capital for a global amount of € 627 million and a capital gain of around € 430 million.
Following this transaction, Wendel holds approximately 11.1% of the share capital of Legrand and approximately 17.8% of its voting rights.
To reflect the decrease in their shareholding after this sale of shares, KKR and Wendel intend to reduce their respective representation on the board of directors of Legrand from three to two directors each.
Certain agreements between KKR and Wendel relating to their interests in Legrand's share capital will expire on April 6, 2011. KKR and Wendel intend to enter into a new shareholders' agreement to achieve continued cooperation with respect to management of their shareholding and certain governance matters.
After Legrand announced its very good 2010 annual results, with a return to a sustainable growth, an outstanding profitability and a very sound balance sheet structure, Wendel reiterates its confidence in the development of Legrand in the future and in the soundness and quality of its business model. Legrand has indeed proved over the last years its ability to generate through the crisis a level of profitability and cash generation that are among the highest in the sector. Wendel strongly supports the company's strategy to continue to grow through innovation and acquisitions.
No communication and no information in respect of the sale by KKR and Wendel of Legrand shares may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction where such steps would be required. The offer or sale of the Legrand shares by KKR and Wendel may be subject to specific legal or regulatory restrictions in certain jurisdictions. KKR and Wendel take no responsibility for any violation of any such restrictions by any person.
This announcement is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament ant the Council of November 4, 2003, as implemented in each member State of the European Economic Area, the "Prospectus Directive".
This announcement does not, and shall not, in any circumstances constitute a public offering, nor an offer to sell or to subscribe, nor a solicitation to offer to purchase or to subscribe securities in any jurisdiction.
The offer and sale of the Legrand shares by KKR and Wendel in France has been carried out through a private placement to qualified investors, in accordance with article L.411-2 of the French Financial and Monetary Code and other applicable laws and regulations. There will be no public offering in France.
With respect to the member States of the European Economic Area, other than France, which have implemented the Prospectus Directive (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of the Legrand shares sold by KKR and Wendel requiring a publication of a prospectus in any relevant member State. As a consequence, the Legrand shares may only be offered or sold in any Relevant Member State pursuant to an exemption under the Prospectus Directive.
In the United Kingdom, this press release is directed only at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"), and (ii) "high net worth entities", "unincorporated associations" and other persons to whom it may otherwise be lawfully communicated under Article 49(2)(a) to (d) of the Financial Promotion Order.
This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or exempt from registration. The shares of Legrand have not been and are not being registered under the Securities Act, and neither KKR nor Wendel intend to register any portion of the shares in the proposed offering in the United States or to conduct a public offering of securities in the United States.
This press release may not be published, forwarded or distributed in the United States, Canada, Australia or Japan.
Any investment decision to buy shares in Legrand must be made solely on the basis of publicly available information regarding Legrand. Such information is not the responsibility of Deutsche Bank AG, Nomura International plc, J.P. Morgan Securities Ltd. or KKR and Wendel and has not been independently verified by Deutsche Bank AG, Nomura International plc, J.P. Morgan Securities Ltd. or KKR and Wendel.
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and authorised and subject to limited by the Financial Services Authority. Nomura International plc is authorised and regulated by the Financial Services Authority and is a member of the London Stock Exchange. J.P. Morgan Securities Ltd. Is authorised and regulated by the Financial Services Authority. Details about the extent of the authorisation and regulation by the FSA of each of Deutsche Bank AG, Nomura International plc and J.P. Morgan Securities Ltd. are available on request. Deutsche Bank AG, Nomura International plc and J.P. Morgan Securities Ltd. are acting for KKR and Wendel and no one else in connection with the sale of Legrand shares and will not be responsible to anyone other than KKR and Wendel for providing the protections afforded to clients of Deutsche Bank AG, Nomura International plc and J.P. Morgan Securities Ltd. nor for providing advice in connection with the sale of Legrand shares.
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, Oranje-Nassau and Stahl. Wendel plays an active role as industrial shareholder. It implements long-term development strategies, which involve boosting growth and margins of companies so as to enhance their leading market positions.
Wendel's consolidated 2009 sales totaled €4.9 billion. Wendel is listed on Eurolist by Euronext Paris. Standard & Poor's rating: Long term BB-, stable outlook - Short term B since July 19, 2009.
Wendel is the founding sponsor of the Centre Pompidou-Metz, which has welcomed over 600,000 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
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.