* Including treasury shares held by Natixis. Total number of Natixis shares (including treasury shares held by Natixis): 3,157,958,331. Number of treasury shares held by Natixis (the treasury shares held by Natixis are assimilated to those held by the offeror pursuant to article L. 233 9 I 2 of the French Commercial Code): 2,461,581. Number of shares owned by Group’s employees and managers who entered into liquidity agreements with BPCE: 4,664,262.
** Source: based on statement to the AMF.
All declarations of purchases and sales made during the public tender offer pursuant to article 231-46 of the AMF general regulations are available on the AMF website.
Groupe BPCE, which belongs to the Banques Populaires and the Caisses d’Epargne, held nearly 71% of the share capital of Natixis on the day prior to the opening of the offer. However, Natixis’ listing does not provide the means required for the development of its activities; the strategic flexibility is greater within Groupe BPCE. This is why BPCE filed a public tender offer in order to acquire the 29.3% of NATIXIS’ share capital that BPCE does not own.
The offer has been unanimously approved by Natixis’ board of directors which recommends to the shareholders to tender their shares. It has been deemed fair by an independent expert.
BPCE’s offer document and Natixis’ reply document, approved by the Autorité des marchés financiers (the “AMF”) respectively under numbers 21-107 and 21-108, as well as the documents containing the other information of these companies, are available on the websits of the Autorité des marchés financiers (the “AMF”) and on the websites of BPCE and Natixis.
Results of the Simplified Public Tender Offer
Following the Simplified Public Tender Offer, BPCE holds, directly and indirectly, 2,906,111,930 shares and voting rights of Natixis, representing 92.03 % of the share capital and voting rights of Natixis***.
*** Based on a total number of 3,157,958,331 shares and 3,157,958,331 theoretical voting rights of Natixis (information as of May 31st, 2021). In accordance with Article 223-11 of the AMF’s General Regulation, the total number of voting rights is calculated on the basis of all shares to which voting rights are attached, including shares without voting rights such as the treasury shares. The shares held directly and indirectly by BPCE include (i) 2,461,581 treasury shares held by Natixis (assimilated pursuant to Article L. 233-9, I, 2° of the French Commercial Code) and (ii) 4,664,262 shares of Natixis subject to put and call options provided by the liquidity agreements entered into between BPCE and the corporate officers and employees of the group beneficiaries of Natixis shares granted for free (assimilated pursuant to Article L. 233-9, I, 4° of the French Commercial Code).
Implementation of the squeeze-out
By a letter dated July 12, 2021, JPMorgan Chase Bank, N.A., Paris branch, acting on behalf of BPCE, informed the AMF of the decision of BPCE to proceed, in accordance with its intention expressed in the Offer, to the implementation of a squeeze-out relating to the 251,846,401 Natixis shares not yet held by BPCE, directly and indirectly, at a price of 4 euros per Natixis share, net of all costs.
Terms and conditions of the implementation of the squeeze-out
In accordance with the AMF notice no. 221C1758 of July 13, 2021, the squeeze-out will be implemented on July 21, 2021 and will concern the 251,846,401 Natixis shares not held, directly or indirectly, by BPCE at the closing date of the Simplified Public Tender Offer.
CACEIS Corporate Trust will act as centralizing agent for the compensation operations of the minority shareholders of Natixis. BPCE will pay the total amount of the compensation into a blocked account opened for this purpose with CACEIS Corporate Trust. CACEIS Corporate Trust will then pay to each financial intermediary the funds allowing it to compensate the shareholders registered with such financial intermediary.
No action is necessary from the minority shareholders of Natixis: their shares will be automatically transferred to BPCE on July 21, 2021, and they will receive as compensation an amount of 4 euros per Natixis share, net of all costs. This compensation will be paid by their financial intermediary, in their own specific deadline.
The unallocated funds corresponding to the compensation of the securities of which the rightful claimants remain unknown will be kept by CACEIS Corporate Trust for a period of ten (10) years as from the date of implementation of the compulsory withdrawal and paid to the Caisse des dépôts et consignations at the end of this period. These funds will be at the disposal of the beneficiaries subject to the thirty-year statute of limitations in favour of the French State.
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