• Issue of circa €750 million of bonds exchangeable into Bureau Veritas shares at a premium of 25% above the reference share price
• Wendel reiterates its full confidence in Bureau Veritas’ strategy
Wendel (the “Issuer”), owning 35.5% of Bureau Veritas’ share capital and 51.7% of its voting rights, announces its intention to issue a bond exchangeable for Bureau Veritas shares (the “Shares”).
Confident in the upside potential of Bureau Veritas’ share price, Wendel wants to maintain a significant exposure to Bureau Veritas and has decided to issue a circa €750 million bond exchangeable into Shares (the “Bonds”) as an efficient funding source.
Following the issuance of the Bonds, Wendel will retain control of Bureau Veritas and will continue to work closely with the management team on its strategy. Should the Bonds be fully exchanged at maturity, Wendel will retain a stake of approximately 30.6% in Bureau Veritas’ share capital and approximately 46.1% of its voting rights. This level of ownership will enable Wendel to remain a significant shareholder of Bureau Veritas.
The Bonds will have a maturity of 3 years, except in case of early redemption, exchange or purchase and cancellation. The Bonds are expected to carry a coupon of between 2.125% and 2.875% per annum, payable annually in arrear on March 27 of each year, commencing on March 27, 2024. The Bonds will be issued at an issue price of 100% of their principal amount and, unless previously redeemed, exchanged, or purchased and cancelled, will be redeemed at their principal amount on March 27, 2026 (the “Maturity Date”). The initial exchange price is expected to be set at a premium of 25% above the reference share price, which will be equal to the Volume Weighted Average Price (“VWAP”) of the Shares on Euronext Paris between opening of trading on March 22, 2023 (the “Launch Date”) and pricing on the same day.
The Bonds will be offered only by way of an offering to qualified investors only, as defined in article 2(e) of Regulation 2017/1129, as amended (the “Prospectus Regulation”), pursuant to Article L.411-2, 1° of the French Monetary and Financial Code (Code monétaire et financier) in France and outside of France (excluding the United States of America, Canada (with the exception of the province of Ontario), Australia, South Africa and Japan), without an offer to the public (other than to qualified investors) in any country (including France).
The definitive terms and conditions of the Bonds (the “Terms and Conditions”) will be determined following the completion of the bookbuilding process. Settlement and delivery of the Bonds is expected to take place on March 27, 2023 (the “Issue Date”).
Wendel plans to use the proceeds from this transaction to finance its general corporate purposes and for diversification of its funding sources.
Wendel has agreed to a lock-up from pricing of the Bonds until 90 days after the Issue Date, subject to certain exceptions.
Laurent Mignon, CEO of Wendel, commented:
“With the issuance of this exchangeable bond, Wendel is seizing the currently attractive financing opportunities in the equity-linked market to optimize funding sources and to implement an active portfolio management. Last week, we announced our intention to invest c.€2 billion of equity within two years, while optimizing Wendel's financial flexibility. This transaction enables us to retain further upside potential in Bureau Veritas’ share price as we remain confident on the company’s prospects. Wendel intends to continue its active support of the Bureau Veritas management team to pursue value creation.”
Key characteristics of the Bonds
The Bonds offering will be led by Goldman Sachs Bank Europe SE and BNP Paribas acting as Joint Bookrunners. Goldman Sachs Bank Europe SE is the Sole Global Coordinator of the transaction. Crédit Agricole CIB is acting as a Co-Manager.
