• KKR will hold 83.44% of Albioma’s capital following the completion of the first offer period
• The Offer will be reopened from 8 August to 9 September on the same terms, namely a price of 50 euros per share and 29.10 shares per Albioma BSAAR, in order to allow shareholders who have not yet tendered their securities to do so.
Results of the Offer closed on 27 July
Albioma and KKR announced on 1 August 2022 the provisional results of the friendly tender offer for all Albioma securities (“the Offer”) published by the Autorité des marchés financiers (“AMF”), after the completion of the first period of the Offer on 27 July 2022.
Following the completion of the first offer period, KKR will hold 27,049,985 shares representing 83.44% of Albioma’s capital and 83.44% of voting rights, and 551,205 warrants (BSAAR) amounting to 99.95% of all outstanding BSAARs1.
The settlement-delivery of the first offer period will take place on 11 August 2022.
Reopening of the Offer
In compliance with the AMF’s general regulations, the Tender Offer will be reopened from 8 August to 9 September on the same terms as the first offer period, namely a price of 50 euros per Albioma share and 29.10 euros per BSAAR. This price reflects in particular:
– a premium of 51.6% compared to the last undisturbed closing price of Albioma shares on 7 March 2022, before market rumours;
– a premium of 46.6% compared to the volume-weighted three-month average share price.
Shareholders and Albioma BSAAR bearers who would like to tender their securities to the reopened Offer must choose to transfer their shares and/or BSAAR:
– Either on the market, in which case related transaction costs (including brokerage fees and VAT) will remain their responsibility, and the settlement-delivery will be made progressively as the orders are executed, two (2) trading days after each execution;
– Or via the centralised procedure overseen by Euronext Paris, in which case the transaction fees (brokerage fees and applicable VAT) incurred by shareholders and bearers of BSAARs will be covered by the offeror to a maximum of 0.2% (excluding tax) of the order value, within the further limit of 75 euros per application (inclusive of all taxes). The settlement-delivery will then take place following completion of the centralised procedure.
If KKR comes to hold at least 90% of Albioma’s share capital and voting rights at the completion of the Offer, it intends to request the implementation of a mandatory squeezeout procedure.
A toll-free number has also been put in place to answer any questions that individual Albioma shareholders may have about the Offer during the opening period: 0805 08 1587 (when dialling from within France).
D.F. King Ltd is acting as information agent for individual Albioma shareholders (contact: Mr. David Chase Lopes, Managing Director, EMEA). The Offer Document, the Response Document and the results of the Offer, published on 1 August 2022, by the AMF are available on the websites of Albioma (www.albioma.com) and of the AMF (https://www.amf-france.org/en).
An independent renewable energy producer, Albioma is committed to the energy transition thanks to biomass, photovoltaics and geothermal energy.
Albioma operates in Overseas France, mainland France, Mauritius, Brazil and Turkey.
For 30 years, it has developed a unique partnership with the sugar industry to produce renewable energy from bagasse, the fibrous residue of sugar cane.
Albioma is also the leading producer of photovoltaic energy in Overseas France, where the company builds and operates innovative projects with storage, as well as in mainland France.
In 2021, the Group acquired its first geothermal energy power plant in Turkey. This activity will develop in 2022 with the acquisition of a second GEPP in the same region.
Albioma shares are listed on EURONEXT PARIS (sub B) and eligible for the deferred settlement service (SRD) and PEA-PME plans. It is also a part of the SBF 120 and the CAC Mid 60.
The Group is also included in the Gaïa-Index, an index for socially responsible midcaps.
KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries.