WENDEL: Wendel launches the sale of approximately 9% of Bureau Veritas’ share capital

Wendel launches the sale of approximately 9%
of Bureau Veritas’ share capital

• Wendel will remain Bureau Veritas’ largest and controlling shareholder and reiterates its full confidence in Bureau Veritas’ strategy
• The transaction aims at allowing asset reallocation for Wendel, in line with its strategic roadmap
• The transaction will be carried out by way of an accelerated bookbuilding process to institutional investors
• As part of the transaction, the Lac1 fund, managed by Bpifrance, on behalf of French and international investors, has committed to purchase approximately 4% of Bureau Veritas’ share capital
• In line with its recently announced capital return objective, Bureau Veritas has also committed to participate in the accelerated bookbuilding process in order to purchase about 0.8% of its share capital
• Upon completion of the transaction, Bpifrance, as representative of the Lac1 fund, will obtain the right to nominate one director at the Board of directors of Bureau Veritas
• The transaction is expected to provide Wendel with around 1.1 billion euros in cash

Wendel, owning c.35.4% of Bureau Veritas’ (the "Company”) share capital and c.51.6% of its voting rights, announces its intention to sell c.9% of Bureau Veritas’ share capital (the "Shares”) by way of an accelerated bookbuilding to institutional investors (the "Offering”).

As part of the Offering, the Lac1 fund, managed by Bpifrance, has committed to purchase c.4% of Bureau Veritas’ share capital. In that context, pursuant to a governance agreement entered into between Bureau Veritas and Bpifrance, Bpifrance will be granted the right to propose one director for nomination at the Board of Directors of Bureau Veritas, and Wendel will vote in favor of this appointment. The number of directors at the Board of directors of Bureau Veritas is to remain at 12 and Wendel will retain 4 directors, in line with the current situation.

Bureau Veritas has also committed to acquire c.0.8% of its share capital as part of the announced transaction. This buyback is fully consistent with the capital return objective announced by the Company at its March 20 Capital Market Day (the "CMD”) and allows the immediate completion of half of its objective at favorable terms.

By investing through the Lac1 fund, Bpifrance will offer a long-term backing to Bureau Veritas’ strategy as recently presented at the CMD and their investment stands as an endorsement of the Company’s management, positioning and business model excellence.

Post completion of the announced transaction, Wendel will remain Bureau Veritas’ largest and controlling shareholder, with about 26% of the share capital and 41% of the voting rights. This transaction is fully consistent with the strategy of Wendel which is to be more active on portfolio rotation and to develop a sizeable third-party asset management business in private markets.

Final terms of the Offering will be determined following the completion of the bookbuilding process, which will begin immediately. The Lac1 fund, managed by Bpifrance, and the Company will purchase their respective stakes in the Company in the bookbuilding process at the price resulting from the bookbuilding process, it being specified that both orders will not participate in the determination of such price and will be served in full.

Wendel has entered into a lock-up commitment relating to its remaining Bureau Veritas shares, which will end after a period of 180 calendar days from the settlement date of the Offering, subject to certain customary exceptions or waiver by the Sole Bookrunner. Separately, relating to its newly acquired shares, the Lac1 fund, managed by Bpifrance, has also committed to a 180-calendar day lock-up starting from the settlement of the Offering, subject to certain customary exceptions or waiver by Bureau Veritas.

Wendel plans to use the proceeds from this transaction to finance its general corporate purposes.

Laurent Mignon, CEO of Wendel, commented:

"This partial monetization of our stake in Bureau Veritas, is in line with our strategy of portfolio active management, as detailed during our Capital Markets Day back in December 2023. It also gives us additional headroom to deploy our value creation strategy. Also, I am delighted to welcome alongside us Bpifrance, a strong French institutional investor, as one of the new largest shareholders of Bureau Veritas and a member of the Company’s Board of directors. As we remain fully confident in the Bureau Veritas’ prospects, that we support since 1995, we will continue to actively support Bureau Veritas management team to pursue its value accretive strategy described during its Capital Markets Day held on March 20^th, 2024.”

The Offering will be led by Goldman Sachs Bank Europe SE acting as Sole Bookrunner.

Goldman Sachs Bank Europe SE and Zaoui & Co acted as Financial Advisor to the Seller in the context of this transaction.

This press release does not constitute or form a part of any offer to subscribe nor a solicitation to buy or subscribe any financial instrument of Bureau Veritas or Wendel, and the Offering of the Shares do not constitute, in any circumstances, a public offering (other than to qualified investors) in any country, including France.

Important notice

The information contained in this press release is for background purposes only and does not purport to be full or complete.

No reliance may be placed by any person for any purpose on the information contained in this press release or its accuracy, fairness or completeness.

No action has been taken by Wendel, the Company, Goldman Sachs Bank Europe SE (the "Managers”) or any of their respective affiliates that would permit an offering of the Shares or possession or distribution of this press release or any offering or publicity material relating to the Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this press release comes are required by Wendel, the Company and the Managers to inform themselves about, and to observe, any such restrictions.

Copies of this press release are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from the United States or any other jurisdiction in which such mailing would be illegal, or to publications with a general circulation in those jurisdictions, and persons receiving this press release (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from the United States or any other jurisdiction in which such mailing would be illegal or to publications with a general circulation in those jurisdictions.

This press release is not for release, publication or distribution, directly or indirectly in or into the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such distribution would be prohibited by applicable law.

The distribution of this press release may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein come should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

European Economic Area

The information contained herein does not constitute an offer of securities to the public in any member state of the European Economic Area (the "EEA”) (each a "Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Member State. This document is only addressed to and is only directed at persons in Member States who are "qualified investors” ("Qualified Investors”) within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (such Regulation, together with any applicable implementing measures in the relevant home Member State under such Regulation, the "Prospectus Regulation”). The information contained herein must not be acted on or relied upon in any Member State by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is only available to, and any invitation, offer or agreement to purchase, subscribe or otherwise acquire the same will be engaged in only with, Qualified Investors. For the purpose of this paragraph, the expression "offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable the investor to decide to purchase or subscribe for the securities.

United Kingdom

The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only addressed to and directed at persons in the United Kingdom who are "qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended, as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 (the "U.K. Prospectus Regulation”). In addition, this document is being distributed to, and is only directed at, qualified investors (i) who have professional experience in matters relating to investments falling within the definition of "investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order”), (ii) who fall within Article 49(2)(a) to (d) of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons, together with "qualified investors” within the meaning of Article 2(e) of the U.K. Prospectus Regulation, being referred to as "relevant persons”). This announcement and the information contained herein must not be acted on or relied upon in the United Kingdom, by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the same will be engaged in only with, relevant persons.

MIFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Shares has led to the conclusion that: (i) the target market for the Shares is eligible counterparties and professional clients, each as defined in Directive 2014/65/EU, as amended ("MiFID II”); and (ii) all channels for distribution of the Shares to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Shares (a "distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Shares (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

UK MiFIR product governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Shares has led to the conclusion that: (i) the target market for the Shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS”), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA ("UK MiFIR”); and (ii) all channels for distribution of the Shares to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Shares (a "distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Shares (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

France

The Shares have not been and will not be offered or sold or cause to be offered or sold, directly or indirectly, to the public in France other than to qualified investors. Any offer or sale of the Shares and distribution of any offering material relating to the Shares have been and will be made in France only to qualified investors (investisseurs qualifiés), as defined in Article 2 (e) of the Prospectus Regulation, in accordance with Article L. 411-2, 1° of the French Monetary and Financial Code (Code monétaire et financier).

United States

These materials are not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The issuer of the securities does not intend to register any part of the offering in the United States or to conduct a public offering of the securities in the United States.

Australia, Canada, Japan and South Africa

The Shares may not and will not be offered, sold or purchase in Australia, Canada, Japan or South Africa. The information contained in this press release does not constitute an offer of securities for sale in Australia, Canada, Japan or South Africa.

The distribution of this press release in certain countries may constitute a breach of applicable law.

The Managers are acting exclusively for Wendel and no one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than Wendelfor providing the protections afforded to their respective clients, nor for providing advice in relation to Wendel, the contents of this press release or any transaction, arrangement or other matter referred to herein.

None of the Managers or any of their respective affiliates, directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this press release (or whether any information has been omitted from it) or any other information relating to Wendel, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this press release or its contents or otherwise arising in connection therewith.

The Managers and any of their respective affiliates acting as an investor for its own account or the account of its clients may take up the Shares and in that capacity may retain, purchase or sell for their own account the Shares or any other securities of the Company or related investments, and may offer or sell the Shares or other investments otherwise than in connection with the Offering. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. In addition, each of the Managers and their respective affiliates may perform services for, or solicit business from, Wendel or members of Wendel’s group, may make markets in the securities of such persons and/or have a position or effect transactions in such securities (including without limitation asset swaps or derivative transactions relating to such securities).

Agenda

Thursday April 25, 2024

Q1 2024 Trading update - Publication of NAV as of March 31, 2024 (post-market release)

Thursday May 16, 2024

Annual General Meeting

Wednesday July 31, 2024

H1 2024 results - Publication of NAV as of June 30, 2024, and condensed Half-Year consolidated financial statements (post-market release)

Thursday October 24, 2024

Q3 2024 Trading update - Publication of NAV as of September 30, 2024 (post-market release)

Thursday December 5, 2024

2024 Investor Day

About Wendel

 Wendel is one of Europe’s leading listed investment firms. The Group invests in Europe and North America in companies which are leaders in their field, such as ACAMS, Bureau Veritas, Crisis Prevention Institute, IHS Towers, Scalian, Stahl and Tarkett. Wendel often plays an active role as a controlling or significant shareholder in its portfolio companies. Wendel seeks to implement long-term development strategies, which involve boosting growth and margins of companies so as to enhance their leading market positions. With Wendel Growth, Wendel also invests via funds or directly in innovative, high-growth companies. In 2023, Wendel initiated a strategic shift into third-party asset management of private assets, alongside its historical principal investment activities.

Wendel is listed on Eurolist by Euronext Paris.

Standard & Poor’s ratings: Long-term: BBB, stable outlook – Short-term: A-2 since January 25, 2019

Moody’s ratings: Long-term: Baa2, stable outlook – Short-term: P-2 since September 5, 2018

Wendel is the Founding Sponsor of Centre Pompidou-Metz. In recognition of its long-term patronage of the arts, Wendel received the distinction of "Grand Mécène de la Culture” in 2012.

For more information: wendelgroup.com

Follow us on LinkedIn @Wendel 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW. THESE MATERIALS ARE NOT AN OFFER FOR SALE OF SECURITIES IN THE UNITED STATES. SECURITIES MAY NOT BE SOLD IN THE UNITED STATES ABSENT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED.  THE ISSUER OF THE SECURITIES DOES NOT INTEND TO REGISTER ANY PART OF THE OFFERING IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES. THIS PRESS RELEASE IS FOR INFORMATION PURPOSE ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND THE OFFER OF THE SHARES (AS DEFINED BELOW) DOES NOT CONSTITUTE AN OFFERING (OTHER THAN TO QUALIFIED INVESTORS) IN ANY JURISDICTION, INCLUDING FRANCE.

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