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First success for the minority shareholders of SPADEL

Deminor has been mandated by 41 shareholders (individuals and companies) who represent about 5% of Spadel shares outstanding or moreover than 54% of the free float.

By the end of the acceptance period the minority shareholders have decided not to accept the offer price of 95 euros per share. The takeover bid, launched by Marc du Bois through its holding Finances & Industries (“F&I”) is hereby failed. The minority shareholders have jointly opposed the desire of the majority shareholders to dispossess the shares of the minority shareholders on terms that are not found acceptable. This in contrast to all previous communication where Marc du Bois repeated to maintain the listing of Spadel, recently even on 12 September 2015. More than 77% of the targeted shares within the public buyout offer were not contributed, including the shares held by the 41 shareholders who have given a mandate to Deminor.

F&I announced to reopen the bid at the same price of 95 euros per share starting from 9 December until 18 December. Marc du Bois appears to believe that the minority shareholders will accept the offer. Deminor invites all shareholders of Spadel who have not yet registered, to give a mandate to Deminor and thus join the others shareholders.

The minority shareholders are determined to resist any form of expropriation of their shares at the offer price of 95 euros per share. They are also determined to resist any request for a delisting of Spadel. The goal of the minority shareholders is to negotiate the buyout conditions according to the real market value of Spadel. They will exercise their shareholders’ rights in the long term, which will include the right to add specific topics to the agenda of the upcoming general meeting of shareholders.

Following the announcement of the results of the voluntary public buyout offer, Deminor concluded that:

  • Marc du Bois declares in various media that the shareholders should fear the negative consequences if they do not accept the offer (including reduced profitability, reduced ability to pay dividends and a lower liquidity of the shares). He also states that he knows better the company and thus abler to value Spadel than others.
  • The minority shareholders wish to remind Marc du Bois to his duty as CEO of Spadel to act in the interest of all parties, while he has an obvious conflict of interest in the context of the public buyout offer, seen his personal interest obtain 100% of the capital at attractive terms.
  • As of today, Deminor has still not received any answer to its questions submitted to the independent directors. This while the independent directors have the responsibility to protect the interests of the minority shareholders.

Deminor has asked the FSMA, in the interest of the market, to express its views on the following points:

  • What are the possible means to force Spadel and the bidder to take a position at Deminor’s request in order to distribute an extraordinary dividend of 9 euros per share, this is a total amount of approximately 36 million euros. The bidder has stated in the prospectus this amount will be used to finance the takeover, this without any contradiction of the independent directors. There is no reason to deprive the minority shareholders the right to receive the excess cash, even if the bod fails.
  • Confirm that the FSMA will not allow the delisting given that more than 54% of the free float of Spadel is not accepting the offer price of 95 EUR per share, not even after the reopening of the bid, and consequently the buyout cannot be considered as a success.
  • Confirm that if F&I acquire 95% of the capital at the end of the reopening of the offer, a squeeze-out will only be possible through an independent and new bidding process. Thereby a new prospectus will be made, as well as the appointment of a new independent expert, who will have to take account of the remarks of the minority shareholders.

Reminder: On November 27th, Deminor has presented, after a profound analysis of the prospectus, its main remarks and questions. Hereby Deminor has not set a price target but presented its own professional and financial analysis with a valuation range for the share Spadel between 113 and 121 euros.

This valuation range takes into account the following key comments and conclusions:

  • The 2016-2020 business plan on which is based the preparation of the valuation by BNP Paribas Fortis (acting for the bidding) and ING (acting at the request of the independent directors), was approved on July 2, 2015, the moment that the intention to launch a takeover bid was already known and ING was already mandated by the independent directors.
  • The business plan involves very ambitious and risky investments, without any detailing in the prospectus, that while the independent directors recommended the minority shareholders to accept the offer based on the impact of these investments.If the business plan has such a significant impact, the question arises why the shareholders were not informed about the approval of the business plan and consequently the possible takeover at the announcement of the half year-results (24 August 2015).
  • Following the analysis of the business plan it is unthinkable that such investments will take place without any significant forecast for the revenue growth and higher profitability. ING or neither the independent directors criticize this.
  • Within the valuation according to the DCF-method (discounted cash flow), ING has made use of contestable market references (e.g. beta) with the intent to reduce the valuation range of Spadel, this in contrast to the conventional methods or references in previous valuation reports of ING.
  • In 2000, the independent directors recommended the minority shareholders of Spadel to not accept the offer. The financial advisor Petercam used a group of comparable enterprises within the food and beverage sector, which have valuable brands (e.g. Danone, Lotus Bakeries, Neuhaus, Ter Beke). Presently, in the context where the majority shareholder is pressing the minority shareholders to sell their shares, Deminor remarks that ING considers it’s acceptable to limit the selection of comparables to enterprises which are active in the bottling for large brands, or moreover producing under private label for large distributors. These companies do not own valuable brands such as Spadel. Deminor states this selection is debatable and lacks creditability in this context.
  • The valuation does not take into account the valuable and market leading brands which Spadel disposes, neither the long-term concessions to its main sources or the safety perimeter of several hectares of land around the different sources.
  • Spadel has per June 30, 2015, a cash position of more than 82 million. Within the valuation, ING subtracts an amount of 20 million, or 5 euros per share, which relates to deferred taxes, this without any explanation or term of the debt. This deduction is also contestable without any further justification or explanation of the anticipated payments.
  • The figures per September 30, 2015, were not included since the valuation is only based on these of June 30, 2015 and does not take into account the favorable summer period, while these figures are known by the bidder and independent directors. It is not acceptable that Spadel and the bidder refuse to communicate the latest figures as at September 30, 2015, at least the key figures and the net cash position.

All interested shareholders can sign up at Deminor by sending an e-mail to info@deminor.com and give a formal mandate to represent their participation in Spadel.

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