The Board of Braas Monier continues to reject Standard Industries’ offer of EUR 25 per share
Luxembourg, 28 October 2016. The Board of Directors of Braas Monier (the “Board”) today publishes its Reasoned Opinion (the “Reasoned Opinion”) in response to Standard Industries’ Offer Document published 14 October 2016 (the “Offer Document”).
After careful review of the Offer Document the Board is of the opinion that Standard Industries’ offer is inadequate from a financial perspective. The Board therefore advises the shareholders of Braas Monier to reject Standard Industries’ offer.
The Board bases its recommendation on the following key considerations.
Braas Monier’s financial adviser Rothschild has provided a fairness opinion concluding that the offer consideration is inadequate from a financial point of view. UBS has also provided a fairness opinion concluding that the offer consideration is inadequate from a financial point of view.
It is expressly noted that the Reasoned Opinion alone is binding. The information provided in this press release is not to be understood as an explanation or supplement to the statements in the Reasoned Opinion.
Publication of Q3 2016 trading update
In conjunction with the Reasoned Opinion, Braas Monier also today released a trading statement for Q3 2016. The trading statement is available on the Braas Monier website under the following link: www.braas-monier.com/investor-relations/reports-presentations/index
Change of Dividend Policy and Dividend for 2016
The Board of Directors has previously stated its commitment to focus on generating high sustainable free cash flows and allocating them wisely. In this context the Board of Directors has undertaken a review of its dividend policy with the aim of paying a dividend which appropriately reflects the Company’s financial condition, results of operations, capital requirements and investment
Accordingly the Board of Directors has today decided to adjust Braas Monier’s progressive dividend policy and link it more directly to the Company’s adjusted free cash flow which the Board of Directors deems to be more appropriate for a well-balanced capital allocation. Therefore the Board of Directors has adopted a dividend policy with a total annual dividend payout ratio in the range of 30% - 50% of Braas Monier’s adjusted free cash flow. Adjusted free cash flow is defined as net cash from operating and investing activities excluding growth capital expenditure (such as M&A) and significant one-off items incurred in the relevant period. Braas Monier retains its commitment to a net debt / Operating EBITDA ratio of no greater than 2.0x.
As a consequence of the Company’s current operating and financial position and future prospects, the Board of Directors will propose to shareholders a total dividend of EUR 0.70 per ordinary share in respect of the financial year ending 31 December 2016 at the Annual General Meeting to be held on 10 May 2017.
Investor and Analyst presentation on Friday 28 October 2016 at 11am CET
Braas Monier will hold a conference call regarding the Reasoned Opinion and the Q3 2016 trading statement. This call will be held on Friday 28 October 2016 at 11am CET. The call will be communicated by webcast under the following link: www.audio-webcast.com/cgi-bin/visitors.ssp?fn=visitor&id=4081
Braas Monier: Achim Schreck
Director Group Communications / Investor Relations
Tel: +49 6171 61 2859
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 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.