Share Issue/Capital Change • Sep 21, 2010
Share Issue/Capital Change
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21 September 2010
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 announce the successful completion of the joint sale of 23.7 million shares of Legrand, representing 9% of Legrand's share capital, at a price of 23.95 euros per share.
In the context of this transaction Wendel sold 5.5% of Legrand's share for a global amount of $\epsilon$ 346.1 million and a capital gain of around €230 million.
Following this transaction, Wendel holds approximately 19.4% of the share capital of Legrand and approximately 27.8% of its voting rights.
Wendel reiterates its confidence in the quality and the robustness of Legrand's business model which has been strengthened even during the economic turmoil. While having both heavily improved its profitability during the last two years and pursued uninterrupted efforts in R&D spending, Legrand has reentered the path of the organic growth during the first half of 2010 and reengaged a selective external growth process with the acquisition of Inform (Turkey) and Indo Switchgear (India).
No communication and no information in respect of the sale of Legrand shares in the transaction described above (the "Transaction") 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 in the context of the Transaction may be subject to specific legal or regulatory restrictions in certain jurisdictions. No responsibility is taken 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 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 is 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 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 there is no intention 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, London Branch, Nomura International plc or the sellers and has not been independently verified by Deutsche Bank AG, London Branch, Nomura International plc or the sellers.
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 requlated by the Financial Services Authority and is a member of the London Stock Exchange. Details about the extent of Deutsche Bank AG's and Nomura International plc's authorisation and regulation by the FSA are available on reguest. Deutsche Bank AG and Nomura International plc are acting for the sellers and no one else in connection with the Offering and will not be responsible to anyone other than the sellers for providing the protections afforded to clients of Deutsche Bank or Nomura International plc nor for providing advice in connection with the Offering.
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, Stallergenes, Oranje-Nassau 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. Wendel's consolidated 2009 sales totalled €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, 2010.
Centre $\sum$ Wendel is the founding sponsor of the Centre Pompidou-Metz, which was attended by nearly 400,000 visitors Pompidou-Metz since its opening in May 2010.
Anne-Lise Bapst: +33 (0)1 42 85 63 24 [email protected] Christèle Lion: +33 (0)1 42 85 91 27 [email protected]
Laurent Marie: +33 (0)1 42 85 91 31 [email protected] Olivier Allot: +33 (0)1 42 85 63 73 [email protected]
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