Luxembourg, 29 November 2016. The Board of Directors of Braas Monier Building Group S.A. (the “Board”) today resolved that it will implement a capital increase from reserves by issuing 3,916,666 new shares to its shareholders, in a ratio of one new share for every ten shares currently held. The Board also resolved that it will declare an interim dividend in respect of all currently held and new shares of EUR 0.57 per share, in respect of the current financial year ending 31 December 2016.
The Board intends to implement the capital increase before 23 December 2016, and will inform shareholders by a press release and online at www.offer.braas-monier.com as soon as the capital increase has been implemented.
The capital increase and the interim dividend respect the closing conditions to which the Standard Industries offer is subject.
Braas Monier has held discussions with its leading institutional shareholders, who have expressed strong support for the Board’s rejection of Standard Industries’ offer of EUR 25 per share. These shareholders have provided their views as to an appropriate takeover value for Braas Monier. The Board has therefore sought to engage with Standard Industries to obtain an increased offer, which the Board could, if agreed, recommend to its shareholders. However so far this has not been achieved.
The Board today therefore announces an issue of new shares in a ratio of one new share for every ten shares currently held. These new shares will be allocated to shareholders at no additional cost to them. According to the terms of the current offer the new shares will be eligible for tendering under the current takeover offer by Standard Industries. Consequently, the capital increase will increase the value of the Standard Industries offer, to accepting Braas Monier shareholders, to EUR 27.50 per currently held share.
In addition, the Board has resolved to declare an interim dividend totalling EUR 25 million. This is equivalent to EUR 0.63 per currently held share or EUR 0.57 per share following the capital increase. This dividend will be credited against the contemplated dividend of EUR 0.70 per share for the current financial year ending 31 December 2016. The Board will declare the interim dividend towards the end of the acceptance period, after the capital increase has been implemented. The interim dividend will then be paid in early 2017.
Intermediate increase of shareholder value
The actions announced today will create value for all shareholders. However, the Board continues to recommend that shareholders do not tender their shares into the Standard Industries offer.
Following the capital increase and payment of the interim dividend, shareholders who accept the offer would receive value totalling EUR 28.13 per currently held share. This comprises EUR 27.50 per currently held share which, following the capital increase, becomes payable under the Standard Industries offer, and the interim dividend of EUR 0.63 per currently held share.
Under the terms of the Standard Industries offer, shareholders will be able to tender both their currently held and new shares during the additional acceptance period, and will also receive the interim dividend.
Board focussed on further increasing shareholder value
The Board remains open to discussions with Standard Industries with a view to agreeing an offer which is recommendable to all stakeholders. The Board believes that the provision of a recommendation of an increased offer would be of considerable value to Standard Industries. In the meantime, the Board will continue to evaluate further options to create still greater value for all shareholders.
The Board continues to recommend that shareholders do not accept the Standard Industries offer and do not tender their shares.
The Board will write to shareholders again in advance of the Standard Industries offer expiring on 12 January 2017. Shareholders are encouraged to take no action until the Board’s next announcement and to continue to support the Board in its objective of maximising the value and position of all stakeholders over time.
Braas Monier: Achim Schreck
Director Group Communications / Investor Relations
Tel: +49 (0) 6171 612 859
Rothschild: John Deans
Tel: +44 (0) 20 7280 5000
Scott Harris: Alice Squires
Tel: +44 (0) 207 653 0030
CNC Communications: Harald Kinzler
Tel: +49 (0) 69 5060 37579
This document contains forward-looking statements relating to the business, financial performance and results of Braas Monier Building Group S.A. (the 'Company') and/or the industry in which the Company operates. The words 'anticipate', 'assume', 'believe', 'estimate', 'expect', 'foresee', 'intend', 'may', 'plan', 'project', 'should' and similar expressions are used to identify forward-looking statements. Forward-looking statements are statements that are not historical facts; they include statements about the Company's beliefs and expectations and the assumptions underlying them. These statements are based on plans, estimates and projections as they are currently available to the management of the Company. Forward-looking statements therefore speak only as of the date they are made, and the Company undertakes no obligation to update any of them in light of new information or future events. By their very nature, forward-looking statements involve risks and uncertainties. These statements are based on the Company's management's current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Actual results may differ from those set forth in the forward-looking statements as a result of various factors (including, but not limited to, future global economic conditions, changed market conditions affecting the building materials industry, intense competition in the markets in which we operate and costs of compliance with applicable laws, regulations and standards, diverse political, legal, economic and other conditions affecting our markets, and other factors beyond our control). This document is intended to provide a general overview of the Company's business and does not purport to deal with all aspects and details regarding the Company. Neither the Company nor any of its directors, officers, employees or advisors nor any other person shall have any liability whatsoever for any errors or omissions or any loss howsoever arising, directly or indirectly, from any use of this information or its contents or otherwise arising in connection therewith. This document speaks as of its date and the material contained in this presentation reflects current legislation and the business and financial affairs of the Company which are subject to change and audit.