Bouygues: Press release regarding Colas
BOUYGUES PRESS RELEASE REGARDING COLAS
- Bouygues
announces its intention to submit a squeeze-out offer, with a view
to delisting Colas, at a price of €175 per
share
- The
functions of Chairman and Chief Executive Officer are to
be separated
-
Pascal Grangé is
appointed non-executive Chairman of Colas
-
Pierre Vanstoflegatte is
appointed Chief Executive Officer of Colas
SQUEEZE-OUT OFFER, WITH A VIEW TO DELISTING
COLAS
Following a meeting of the Board of Directors
held on 17 September 2023, Bouygues announces its intention to file
in the next few days with the French Financial Markets Authority
(the « AMF ») a public tender offer followed by a
squeeze-out for the Colas shares it does not hold at a price of 175
euros per share (together the
« Offer »). Upon completion of the
Offer, Colas will be delisted.
This price of 175 euros per Colas share, payable
exclusively in cash, gives rise to the following premium
levels:
- 54.2% on the
Colas share price at close of business on September 15, 2023
- 52.2%, 50.1% and
50.4% on the average Colas share price weighted by volumes over the
last 60, 120 and 240 trading days respectively prior to the offer
announcement.
This Offer is part of a simplification of the
capital structure of Colas and the Bouygues Group. At the date of
this press release, Bouygues held 96.81% of the share capital and
98.04% of the voting rights of Colas1.
Colas is listed in compartment A of Euronext
Paris (code ISIN FR0000121634).
In accordance with applicable regulations, the
completion of the Offer will be subject to the AMF’s compliance
decision (conformité) on the proposed Offer.
The draft offer document detailing the timetable
will be available in the next few days on the Bouygues website
(www.bouygues.com) and the AMF website (www.amf-france.org).
Bouygues chose Portzamparc, a subsidiary of the
BNP Paribas Group, as presenting bank and guarantor. Darrois Villey
Maillot Brochier is acting as legal counsel on the transaction.
CHANGES TO THE GOVERNANCE OF
COLAS
As part of the delisting contemplated by
Bouygues, the Board of Directors of Colas, on the recommendation of
its Selection and Remuneration Committee, has decided to introduce
a separation of the functions of Chairman of the Board of
Directors, on the one hand, and Chief Executive Officer, on the
other hand, to allow the latter to focus on Colas’s operations.
Frédéric Gardès has informed the Board of
Directors of Colas that the consequences for him of the
contemplated delisting of Colas and of the change in the terms and
conditions of the executive management of Colas, did not meet his
personal expectations. Under these circumstances, he has tendered
his resignation from his position as Chairman and Chief Executive
Officer and from his mandate as Director. The Board of Directors of
Colas acknowledged his resignation.
The Board of Directors would like to thank
Frédéric Gardès for the very important transformation work he has
led within the Colas group; it salutes his career within the Group
and his action at the head of Colas since his appointment as Chief
Executive Officer in 2019.
As part of Colas 's new governance structure,
its Board of Directors, on the recommendation of the Selection and
Remuneration Committee, has proceeded with the appointment, with
immediate effect, of:
-
Pascal Grangé as non-executive
Chairman of the Board of Directors; and
-
Pierre Vanstoflegatte as Chief
Executive Officer.
Following the appointment of Pascal Grangé as
non-executive Chairman of the Board of Directors of Colas,
Marie-Luce Godinot becomes
Bouygues’ permanent representative to the Board of Directors and
will chair the Audit Committee of Colas.
Commenting on the contemplated delisting of
Colas and the new governance structure, Bouygues’ Group Chief
Executive Officer, Olivier Roussat, declared: “Colas is a company
recognized worldwide as a benchmark in its businesses, and it will
remain so. The plan to delist Colas demonstrates our intention to
simplify operating and reporting processes. The separation of the
functions of Chairman, on the one hand, and Chief Executive
Officer, on the other hand, is also an opportunity to appoint a
Chief Executive Officer and a non-executive Chairman who are highly
complementary: Pierre Vanstoflegatte is a high-level operational
executive and a recognized expert in the agency business. He will
focus on Colas' operational efficiency and development. Pascal
Grangé will bring to Colas his in-depth knowledge of the Bouygues
Group's businesses.”
Commenting on the departure of Frédéric Gardès
at the meeting of the Board of Directors, Olivier Roussat stated:
“I would like to thank Frédéric Gardès for the work he has done to
transform the company. Together with the management team, he has
succeeded in uniting all his employees to achieve new milestones,
particularly in terms of internationalization and CSR. He can be
proud of what he has achieved over the past 12 years at Colas, and
more broadly during his career with the Bouygues Group since
1994.”
Commenting on the arrival of Pierre
Vanstoflegatte, he added: “I would like to welcome Pierre
Vanstoflegatte to Colas. Pierre is an accomplished professional
whom we know well at Bouygues, with a rich career and strong human
values. He has everything it takes to succeed. I wish him all the
best in his new mission.”
BIOGRAPHIES
Pierre
Vanstoflegatte, 55, is a graduate
of Ecole Polytechnique and Ecole des Mines de Paris; he held the
positions of Chief Operating Officer, then Chairman of Bouygues
Energies & Services from 2019 until his combination with Equans
earlier this year.
Pierre Vanstoflegatte has significantly improved
Bouygues Energies & Services’ performance in recent years,
thanks to his extensive experience in the agency business, acquired
both in France and internationally within Spie and Schindler. In
2022, he led, in an exemplary performance, the detachment project
of Bouygues Energies & Services and its combination with
Equans, a company acquired by Bouygues in October 2022. As Chief
Executive Officer of Colas, his mission will be to pursue the
company’s development and improve cross-functionality with other
Bouygues Group businesses, in particular Bouygues Construction and
Equans.
Pascal Grangé
joined the Bouygues Group in 1986. After a rich experience in the
Bouygues Group, he was appointed Deputy Chief Executive Officer,
Chief Financial Officer of Bouygues in October 2019. He has been
Chief Operating Officer of Bouygues since February 2021. He has
been a member of the Colas’ Board of Directors since February 18,
2020.
Marie-Luce
Godinot, is a graduate of École Polytechnique and
École Nationale Supérieure des Télécommunications. She joined
Bouygues Construction in 2001. After several years within the
Bouygues Group, she was appointed Deputy Chief Executive Officer in
charge of Digital Transformation, Innovation and Sustainable
Development at Bouygues Construction, before becoming Deputy Chief
Executive Officer of the Bouygues Group in charge of Innovation,
Sustainable Development and Information Systems.
Disclaimer
This information has been qualified by Bouygues
SA, prior to its release, as inside information within the meaning
of the regulations in force (Article 7.1 of EU Regulation 596/2014
of April 16, 2014). Person responsible for notification: Didier
Casas, General Secretary.
This press release does not constitute an offer
to purchase or a solicitation of such an offer in any country,
including France. Under French law, the offer can only be made in
accordance with the offer documentation, which must contain the
full terms and conditions of the offer. The offer documentation
must be submitted to the AMF for review, and the offer may not be
opened until the AMF has issued a compliance decision. Any decision
relating to the offer must be based exclusively on the information
contained in the offer documentation.
This press release has been prepared for
information purposes only. The distribution of this press release,
the offer and its acceptance may be subject to specific regulations
or restrictions in certain countries. The offer will not be
addressed to persons subject to such restrictions, either directly
or indirectly, and will not be accepted from any country where the
offer would be subject to such restrictions. Accordingly, persons
into whose possession this press release comes are required to
inform themselves about and to observe any local restrictions that
may apply. The Company declines all responsibility for any breach
of these restrictions by any person whatsoever.
ABOUT BOUYGUES
Bouygues is a diversified services group
operating in over 80 countries with 200,000 employees all working
to make life better every day. Its business activities in
construction (Bouygues Construction, Bouygues Immobilier,
Colas), energies & services (Equans),
media (TF1) and telecoms
(Bouygues Telecom) are able to drive growth since they all satisfy
constantly changing and essential needs.
INVESTORS AND ANALYSTS
CONTACT:
investors@bouygues.com Phone: +33 (0)1 44 20 12 29
PRESS CONTACT:
presse@bouygues.com Tél. : +33 (0)1 44 20 12 01
BOUYGUES SA 32 avenue Hoche 75378 Paris
CEDEX 08 bouygues.com
1
Based on a share
capital of 32,654,499 shares representing 64,486,467 theoretical
voting rights.
- PR Bouygues regardig Colas_EN
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