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    ILD   FR0004035913

ILIAD

(ILD)
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Iliad : Press release relating to the filing of the draft response document...

08/26/2021 | 02:11am EDT

This document is an unofficial English-language translation of the press release relating to the filing of the draft response document (projet de note en réponse) which was filed with the French Autorité des marchés financiers on August, 26, 2020, and which remains subject to its review. In the event of any differences between this unofficial English-language translation and the official French press release, the official French press release shall prevail.

The Offer and the Draft Response Document remain subject to review by the French Autorité des Marchés

Financiers

PRESS RELEASE RELATING TO THE FILING OF THE DRAFT RESPONSE

DOCUMENT PREPARED BY:

IN RESPONSE TO

THE SIMPLIFIED TENDER OFFER FOR THE SHARES OF ILIAD

INITIATED BY:

HOLDCO II

This press release was prepared by Iliad and distributed on August 26, 2021, in accordance with the provisions of Article 231-26 of the French Autorité des Marchés Financiers (the "AMF") General Regulation (the "Press Release").

THIS OFFER, THE DRAFT OFFER DOCUMENT AND THE DRAFT RESPONSE DOCUMENT REMAIN SUBJECT TO REVIEW BY THE AMF

The draft response document (the "Draft Response Document") is available on the website of Iliad (www.iliad.fr/fr) and on the website of the AMF (www.amf-france.org) and may be obtained free of charge at Iliad's registered office located 16 rue de la Ville L'Évêque, 75008 Paris.

The Offer and the Draft Response Document remain subject to review by the AMF

TABLE OF CONTENT

1. OVERVIEW OF THE OFFER

3

1.1.

Background and reasons for the Offer............................................................................................

5

1.2.

Terms of the Offer ..........................................................................................................................

6

1.2.1.

Main terms of the Offer.....................................................................................................................................

6

1.2.2.

Terms and conditions of the Offer..................................................................................................................

6

1.2.3.

Adjustment on the terms of the Offer ............................................................................................................

7

1.2.4.

Number and type of securities included in the Offer...................................................................................

7

1.2.5.

Situation of the beneficiaries of Free Shares ..................................................................................................

8

1.2.6.

Situation of Option holders.............................................................................................................................

11

1.2.7.

Situation of holders of GSP and IGSP Blocked Shares.............................................................................

12

1.2.8.

Intentions regarding the squeeze-out ............................................................................................................

13

1.3.

Procedure for tendering in the Offer ..................................................................................................................

13

1.4.

Indicative timetable of the Offer .........................................................................................................................

14

1.5.

Offer restrictions outside of France....................................................................................................................

16

1.6.

Agreements that may have a significant impact on the assessment or outcome of the Offer.........

17

1.6.1.

Internal reclassification of Shares held by the Founder ..............................................................................

17

1.6.2. Undertakings to tender in the Offer and reinvestment of the historical shareholders and managers 18

1.6.3. Liquidity mechanism..........................................................................................................................................

18

1.6.4. Other agreements of which the Company is aware .....................................................................................

18

2.

REASONED OPINION FROM THE BOARD OF DIRECTORS

18

3.

OPINION OF THE COMPANY'S WORKS' COUNCIL

28

4.

INTENTIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS

28

5.

INTENTIONS OF THE COMPANY WITH REGARD TO TREASURY SHARES

29

6. REPORT OF THE INDEPENDENT EXPERT PURSUANT TO ARTICLE 261-1 OF THE AMF

GENERAL REGULATION

30

7. PROVISION OF COMPANY INFORMATION

30

2

The Offer and the Draft Response Document remain subject to review by the AMF

1. OVERVIEW OF THE OFFER

In accordance with Title III of Book II and more particularly Articles 233-1, 1° et seq. of the General Regulation of the AMF, HoldCo II, a simplified joint stock company (société par actions simplifiée) with a share capital of 68,456, having its registered office located at 16 rue de la Ville L'Évêque, 75008 Paris, and registered with the Paris Trade and Companies Registry under number 844 857 268 (hereinafter, "HoldCo II" or the "Offeror"), controlled by Mr. Xavier Niel through HoldCo1 ("HoldCo"), is making an irrevocable offer to the shareholders of Iliad, a French public limited company (société anonyme) with a board of directors and a share capital of 14,901,666, having its registered office located at 16 rue de la Ville L'Évêque, 75008 Paris, registered with the Paris Trade and Companies Register under number 342 376 332 (the "Company" or "Iliad" and together with its direct or indirect subsidiaries, the "Group") and whose shares are listed on compartment A of the Euronext Paris regulated market under ISIN code FR0004035913, mnemonic "ILD" (the "Shares"), to acquire in cash all of the Shares of the Company (subject to the exceptions below), at a unit price of one hundred eighty-two euros (182) (the "Offer Price"), through a simplified tender offer, the terms of which are described in more detail in the draft offer document prepared by the Offeror and filed with the AMF (the "Draft Offer Document") and below (the "Offer").

As of the date of the Draft Response Document, the majority shareholder of the Company and founder of the Group, Mr. Xavier Niel (the "Founder"), holds, directly and indirectly through the companies he controls2, 44,885,963 Shares and 75,113,789 voting rights of the Company, representing 75.23% of the share capital and 81.65% of the voting rights of the Company3, of which 14,585,283 Shares and voting rights in the Company, representing 24.44% of the share capital and 15.85% of the voting rights of the Company4, are held individually by the Offeror.

The Offer targets all the Shares of the Company not held, directly or indirectly, by the Offeror and the companies controlled by the Founder (other than 5,000 Shares which are intended to be tendered in the Offer by NJJ Market):

    • which are already issued, other than the Excluded Shares (as defined below), subject to the Free Shares in Vesting Period, which have not been issued as of the date of the Draft Response
  1. A simplified joint stock company (société par actions simplifiée) with a share capital of 3,328,613,876, having its registered office located at 16 rue de la Ville L'Évêque, 75008 Paris, and registered with the Paris Trade and Companies Registry under number 811 282 789, whose share capital is entirely owned by Mr. Xavier Niel.
  2. (i) HoldCo, (ii) HoldCo II, (iii) NJJ Market, a simplified joint stock company (société par actions simplifiée) with a share capital of 10,000,000, having its registered office located at 16 rue de la Ville L'Évêque, 75008 Paris, and registered with the Paris Trade and Companies Register under number 521 216 077 ("NJJ Market") and (iv) Rock Investment, a simplified joint stock company (société par actions simplifiée) with a share capital of 246,000,000, having its registered office located at 16 rue de la Ville L'Évêque, 75008 Paris, and registered with the Paris Trade and Companies Register under number 795 278 860 ("Rock Investment").
  3. On the basis of a share capital composed of 59,622,465 shares representing 91,953,487 theoretical voting rights as of June 30, 2021, in accordance with the provisions of Article 223-11 of the AMF's General Regulation.
  4. On the basis of a capital composed of 59,622,465 shares representing 91,953,487 theoretical voting rights as of June 30, 2021, in accordance with the provisions of Article 223-11 of the AMF's General Regulation.

3

The Offer and the Draft Response Document remain subject to review by the AMF

Document, i.e., as of the date of the Draft Response Document, a maximum of 13,575,096 Shares of the Company, and

  • which may be issued or granted before the estimated closing date of the Offer as a result of the exercise of the Options, i.e., to the knowledge of the Offeror and as of the date hereof, a maximum of 107.028 Shares5,

i.e., as of the date of the Draft Response Document and to the knowledge of the Offeror, a maximum number of Shares targeted by the Offer equal to 13,682,124.

It is specified that the Offer does not concern:

  • the Shares held in treasury by the Company, i.e., as of the date hereof, 1,165,259 Shares,
  • the Free Shares in Vesting Period and the Free Shares subject to an Additional Retention Obligation, i.e., as of the date hereof, a maximum of 734,560 Shares. The situation of the beneficiaries of Free Shares in the context of the Offer is described in section 1.2.5 of the Press Release and in section 1.2.5 of the Draft Response Document,
  • the GSP and IGSP Blocked Shares for which the minimum five-yearlock-up period under the GSP or IGSP, as the case may be, does not expire until after the estimated closing date of the Offer, i.e., as of the date hereof, 40,716 Shares. The situation of the beneficiaries of GSP and IGSP Blocked Shares in the context of the Offer is described in section 1.2.7 of the Press Release and in section 1.2.7 of the Draft Response Document,

(together the "Excluded Shares").

As of the date of the Draft Response Document, there are no other equity securities or other financial instruments issued by the Company or rights granted by the Company that may give access, immediately or in the future, to the Company's share capital or voting rights.

The Offer will be carried out under the simplified procedure in accordance with the provisions of Articles 233-1 et seq. of the AMF General Regulation. The duration of the Offer will be twelve (12) trading days.

The Offeror intends to implement a squeeze-out procedure for the Shares not tendered to the Offer, at the end of the Offer, if the required conditions are met, pursuant to Articles L. 433-4, II of the French Monetary and Financial Code and 237-1 et seq. of the AMF General Regulation.

The Offeror has reserved the right, as from the filing of the Draft Offer Document with the AMF, and until the opening of the Offer, to acquire Shares, within the limits set forth in Article 231-38 IV of the AMF General Regulation. As of the date of the Draft Response Document, the Offeror has acquired 3,273,111 Shares on the market at the Offer Price6.

  1. It being specified that since the filing of the Draft Offer Document, as of the date of the Draft Response Document, 57,766 Options have been exercised.
  2. Including 500,000 Shares that were sold by Rock Investment to the Offeror.

4

The Offer and the Draft Response Document remain subject to review by the AMF

Pursuant to the provisions of Article 231-13 of the AMF General Regulation, BNP Paribas, Crédit Agricole Corporate and Investment Bank ("Crédit Agricole CIB") and Société Générale (together the "Presenting Banks"), acting on behalf of the Offeror in their capacity as presenting institutions, have filed the Offer and the Draft Offer Document with the AMF on July 30, 2021.

BNP Paribas, Crédit Agricole CIB and Société Générale, as guarantors, guarantee the content and the irrevocable nature of the undertakings made by the Offeror in the context of the Offer, in accordance with the provisions of Article 231-13 of the AMF General Regulation.

1.1. Background and reasons for the Offer

Inventor of the world's first triple-play box, the Iliad Group, created in the early 1990s, is today a major actor in the European telecommunications industry, distinguished by its innovative, simple and attractive offerings. Parent company of Free in France, Iliad in Italy and Play in Poland, the Group has nearly 15,000 employees serving 42.7 million subscribers and generated revenues of 5.9 billion in 2020. In France, the Group is an integrated fixed and mobile very high-speed operator with more than 20 million individual subscribers (13.4 million mobile subscribers and 6.8 million fixed-line subscribers) at the end of March 2021. On March 23, 2021, the Iliad Group launched its business activity in France under the Free Pro brand. In Italy, where it launched in 2018 under the Iliad brand, the Group became the country's 4th largest mobile operator and had over 7.5 million subscribers at the end of March 2021. With the acquisition of Polish mobile operator Play in November 2020, the Iliad Group became the 6th largest mobile operator in Europe in terms of subscribers (excluding M2M).

HoldCo II is a holding company, which is more than 95% controlled by HoldCo7, whose the Founder holds the entire share capital. The company's purpose is to acquire, hold, manage, sell and/or acquire interests in the share capital and voting rights of French and foreign companies, and also to provide any useful assistance to companies and other legal entities in which it holds interests.

It should be noted that a public share buyback offer for approximately 20% of the Company's share capital was carried out by the Company in January 20208 at a price of 120 per share and was financed by a concomitant increase in the Company's share capital, at the end of which the Founder increased its stake in the Company to approximately 72% of the share capital and 70% of the theoretical voting rights of the Company. This transaction had been initiated by the Company in order to allow the minority shareholders to benefit from a liquidity opportunity on their shares with a significant premium compared to the market price.

Since 2018, the Company has initiated a new cycle of long-term growth in France and internationally (Italy, Ireland and more recently Poland), which requires a significant increase in the organic investments that are essential for the pursuit of its development in the technologies of the future (5G and fiber optics in particular).

This strategy of investment and international expansion has accelerated over the last 12 months, leading to significant volatility in the share price due to a significant mismatch between the short-term expectations of

7

8

The balance of HoldCo II's share capital is held by corporate officers of the Group.

AMF document n° 220C0209 dated January 16, 2020.

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Iliad SA published this content on 26 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 August 2021 06:10:03 UTC.


© Publicnow 2021
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Sales 2020 5 871 M 6 810 M 6 810 M
Net income 2020 427 M 495 M 495 M
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Nbr of Employees 15 100
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Nicolas Emmanuel Jaeger Group Chief Financial Officer & Senior VP
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