Signature of the Agreement relating to the contribution of Cegelec and to the related
exclusive negotiations on August 31, 2009 in relation to the contribution of Cegelec in
exchange for an equity holding in VINCI1.
Following the completion of the consultation process of VINCI’s and Cegelec’s employee
representative bodies, Qatari Diar and VINCI have signed today a binding agreement
pursuant to which Qatari Diar commits to transferring 100% of the share capital of Cegelec to
VINCI in exchange for an equity holding in VINCI.
The agreement confirms the main principles of the transaction that were previously
announced on August 31, 2009. Upon completion of the transaction, Qatari Diar would
become VINCI’s largest shareholder after the Group’s employee savings funds.
This transaction is based upon an exchange ratio of 31.5 million VINCI shares for 100% of
Cegelec. The VINCI shares delivered in exchange for the acquisition of Cegelec will be a
combination of new shares (issued pursuant to authorisation granted by the extraordinary
shareholders’ meeting) and treasury shares. The contemplated proportion is two thirds of new
shares and one third of treasury shares.
The transaction is deemed to have an economical effect as of July 1st, 2009. Therefore,
Cegelec will not proceed to any dividend distribution for the FY 2009 before the completion
of the contribution, and Qatari Diar will receive, for each Vinci share received in
consideration of the contribution, an amount equal to the interim dividend paid by VINCI in
December 2009 and to any further dividend that would be paid by VINCI before the
completion of the contribution.
Conditions Precedent and Calendar
The completion of the transaction and its calendar remain, in particular, subject to clearance
by the competent antitrust authorities in the EU and in other third countries.
In addition, independent appraisers (commissaires aux apports) have been appointed in order
to opine on the valuation of the contributed Cegelec securities and on the exchange parity.
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