Reopening of the friendly OPA for
Paris La Défense, August 4, 2022
Reopening friendly Offer Ooff for Albioma actions
- KKR will be hold 83.44% of Afrom lbioma Capital city Next the cocompletion of the first offer period
- The Offer will be to be reopened of 8 August to 9 September on the same terms, to know a price of 50 euros per share and 29.10 shares per Albioma BSAAR, for allow shareholders who have not yet tendered their securities do this.
Results of the Offer firm July 27lily
Albioma and KKR announced on August 1, 2022 the provisional results of the friendly public offer for all Albioma shares (“the Offer”) published by the Autorité des marchés financiers (“AMF”), following from the end of the first period of the Offer on July 27, 2022.
At the end of the first offer period, KKR will hold 27,049,985 shares representing 83.44% of Albioma’s capital and 83.44% of the voting rights, and 551,205 warrants (BSAAR) representing 99.95% of all outstanding BSAARs1.
Settlement for the first offering period will take place on August 11, 2022.
Reopening of the To offer
In accordance with the general regulations of the AMF, the Public Offer will be reopened from August 8 to September 9 under the same conditions as the first offer period, namely a price of 50 euros per Albioma share and 29.10 euros per BSAAR. This price reflects in particular:
- a premium of 51.6% compared to the last undisturbed closing price of Albioma shares on March 7, 2022, before market rumours;
- a 46.6% premium to the three-month volume-weighted average price.
Shareholders and holders of Albioma BSAARs who wish to tender their shares to the reopened Offer must choose to sell their shares and/or BSAARs:
- Either on the market, in which case the related transaction costs (including brokerage fees and VAT) will remain at their expense, and settlement-delivery will take place as orders are executed, two (2 ) trading days after each execution;
- Either via the centralized procedure supervised by Euronext Paris, in which case the transaction costs (brokerage costs and applicable VAT) borne by the shareholders and BSAAR holders will be borne by the initiator within the limit of 0.2% excluding tax of the amount of the order, within the additional limit of 75 euros per request (including tax). Settlement-delivery will then take place at the end of the centralized procedure.
If KKR were to hold at least 90% of Albioma’s share capital and voting rights following the Offer, it intends to request the implementation of a squeeze-out procedure.
A toll-free number has also been set up to answer any questions from individual Albioma shareholders about the Offer during the opening period: 0805 08 15 87 (when calling from France).
DF King Ltd acts as information agent for individual shareholders of Albioma (contact: Mr. David Chase Lopes, Managing Director, EMEA).
The Offer Document, the Response Document and the results of the Offer, published on August 1, 2022, by the AMF are available on the websites of Albioma (www.albioma.com) and of the AMF ( https://www.amf-france.org/fr).
This press release does not constitute an offer to purchase shares.
This release has been prepared for informational purposes only. It does not constitute an offer to the public. The distribution of this press release, the to offer and its acceptance may be subject to specific regulations or restrictions in certain countries. The to offer is not intended for those who are subject to such restrictions, either directly or indirectly, and is not likely to be the subject of any acceptance in a country where the to offer would be subject to such restrictions. This press release is not intended for distribution in these countries. Accordingly, persons in possession of this authorization are advised to inform themselves of any applicable local restrictions and to comply with them.
The initiator and Albioma accepts no responsibility for any potential violation of these restrictions.
It is intended that the offering will be made in the United States of America pursuant to Section 14(e) and Regulation 14E of the US Securities Exchange Act of 1934, as amended (the “US Exchange Act”) ), and subject to the exceptions provided by Rule 14d-1(d) of the US Exchange Act.
This press release contains beforelook at the statements. These can be identified by the use of terms such as “prospects”, “believe”, “believe”, “expect”, “potential”, “continue”, “may”, “should”, ” seek”, “around”, “predict”, “intend”, “will”, “plan”, “estimate”, “anticipate”, the negative use of these terms, other comparable terms or statements that do not relate strictly to actual proven facts, including but not limited to statements relating to: the proposed transaction; the operation of the acquired company after completion of the transaction; growth opportunities and other synergies resulting from the transaction; and the expected time to complete the proposed transaction. Fforward-looking statements are based on KKR’s beliefs, assumptions and expectations, taking into account all information currently available to it. These beliefs, assumptions and expectations may change Next numerous events or factors, not all of which are known to or within the control of KKR. In the event of a change, KKR’s business, financial condition, liquidity and results of operations may differ materially from those expressed in the forward-looking statements. The following factors, among others, could impact actual results against the forward-looking statements: the inability to realize the expected benefits of the proposed transaction within the anticipated period; unforeseen liabilities, integration costs and other additional costs related to the proposed transaction and timing; the availability and cost of financing for the proposed transaction; changes in at Albioma Activities; any delay or difficulty in obtaining the required authorization; inability to complete the transaction; the ability of the acquired company to maintain commercial relations after the contemplated transaction; inability to harvest advantages or effect changes in the business strategies of KKR or the acquired company, including the ability to execute anticipated synergies, strategic partnerships or other transactions; the availability, methods and allocation of capital; the availability of qualified personnel and the costs of recruiting and retaining Phone personal; and increased competition.
All forward-looking statements speak only as of the date of this press release. KRR expressly disclaims any obligation or undertaking to update any forward-looking statements to reflect circumstances or events occurring after the date such statements were made, unless required by applicable law or regulation. Past performance makesare not anticipate future results. This press rease does not constitute an offer to sell or an invitation to an offer to buy actions in any jurisdiction.
|An independent producer of renewable energies, Albioma is committed to the energy transition through biomass, photovoltaics and geothermal energy.
The Group is present overseas, in mainland France, Mauritius, Brazil and Turkey.
For 30 years, it has developed a unique partnership with the sugar industry to produce renewable energy from bagasse, the fibrous residue of sugar cane.
Albioma is also the leading producer of photovoltaic energy in Overseas France, where it builds and operates innovative projects with storage, as well as in mainland France.
In 2021, the Group acquired its first geothermal power plant in Turkey. This activity will develop in 2022 with the acquisition of a second GEPP in the same region.
+33 (0)1 47 76 67 00
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Aurelia de Lapeyrouse
+33 (0)6 21 06 40 33
|Albioma is listed on Euronext Paris compartment B, and eligible for SRD, PEA and PEAPME. It is part of the SBF 120 and the CAC Mid 60.
The Group is also part of the Gaïa-Index, an index of socially responsible ETIs.
|KKR is a leading global investment firm providing alternative asset management solutions as well as capital markets and insurance solutions. KKR aims to generate attractive returns on investment by following a patient and disciplined investment approach, employing world-class people and supporting the growth of its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer pension, life insurance and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For more information about KKR & Co. Inc. (NYSE:KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.||Meday
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1 Taking into account the 25,868,599 shares and 431,771 BSAARs tendered to the Offer, as well as the securities tendered in kind to Kyoto Topco by Bpifrance and certain employees and corporate officers of Albioma. These figures exclude Albioma’s treasury shares (0.45% of capital) and performance shares subject to a holding period that may be covered by liquidity contracts (0.63% of capital).
Reopening of the friendly takeover bid for Albioma shares