Commitments of contribution to the Public Supply in favour of Claudius France
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Increase in the price of the Public Offering contemplated
Lyon, France, June 12, 2017 Cegid Group was informed that the company Claudius France, the majority shareholder of Cegid Group, concluded June 9, 2017, with four shareholders of Cegid Group (i.e. KIRAO, AMPLEGEST, HMG and Financial TIEPOLO), commitments for contributions to the public offer as Claudius France has announced the may 18, 2017 intention of making (the” Offer “). Under these commitments contribution, these shareholders are committed to bring to the Offer all shares that they hold (and, if applicable, any action they might come to acquire in the future), provided that the Offer filed at a price per share equal to 86,25€.
At the date hereof, KIRAO, AMPLEGEST, HMG and Financial TIEPOLO respectively hold 95.837, 45.937, 128.042 and 196.000 shares of Cegid Group, representing a total of 5,04 % of the share capital and 5.03 % of the voting rights of Cegid Group. Commitments intake provide that the contribution of the shares in the Offer must take place no later than the first business day following the date of opening of the Offer.
Having regard to the conclusion of these commitments intake, Claudius France has stated that it intends to increase the price at which it intends to submit the Offer to 86,25 euro per share (compared to 85,00 euros per share as announced on 18 may 2017, an increase of 1.47 %) and 68,25 € good acquisition of action-refundable (” BAAR “) (against 67,00 euros as announced on 18 may 2017, an increase of 1.87 %). The price of 86,25 euro per share would represent a premium of 15% over the closing price of the share of the may 18, 2017 (the last day of trading prior to the announcement of the Offer). Moreover, the price of 68,25 € by AFB would represent a premium of 101 % compared to the closing price of the AFB 1 October 3 2016 (the date of the last transaction on the AFB 1 on the regulated market of Euronext Paris) and a premium of 66 % relative to the closing price of the BAAR 2 march 2, 2017 (the date of the last transaction on the BAAR 2 on the regulated market of Euronext Paris).1
At the date hereof, Claudius France holds, alone and in concert with Claudius Finance, 90,66 % of the capital and 90,33 % of the voting rights of Cegid Group, as well as all (except one) of the AFB 1 in circulation and 93,05 % of AFB 2 in circulation. After the implementation of the commitments of contribution, Claudius France would, alone and in concert with Claudius Finance, 95,70 % of the capital and 95,36 % of the voting rights of Cegid Group. To the extent that, following the Offer, the shareholders other than Claudius France (and its affiliates) would not represent more than 5 % of the capital or of the voting rights of Cegid Group, Claudius France require the implementation of a squeeze-out procedure, under the same terms as the Offer, in respect of all of the capital securities not held by it, in accordance with the applicable regulations.
It is recalled that the filing of the Offers is conditioned by the favourable opinion of the board of directors of Cegid Group on it, especially on the basis of a fairness opinion to the Cabinet Farthouat Finance (appointed as independent expert). The board of directors of Cegid Group meeting on 20 June 2017, in order to consider the report of the independent expert and to issue a reasoned opinion on the Offer. The Offer could be filed, in a timely manner, after such notice. Subject to the decision of conformity of the AMF, the Offer could be open from July 6, 2017 July 20, 2017. If applicable, mandatory withdrawal may be made on the 7 August 2017.
Cegid Group has requested Euronext Paris to suspend the trading price of the securities Cegid Group during the morning of Monday, 12 June 2017, in order to allow investors to have full knowledge of this press release.
Calendar
The calendar of the dates of publications and events is available at the following address :
http://investisseurs.cegid.com/Communiques/Communiques-financiers
1 refer to press release Cegid Group may 18, 2017 (available on the website of Cegid Group (www.cegid.com)), especially for the premium resulting from the price originally announced to 85,00 euros per share and 67,00 euros per BAAR
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