(BFM Bourse) – After the semi-success of its public offer on SQLI, which brought it the absolute majority of the capital without allowing it to delist the company, the DBAY Advisors fund has just bought back a block of 5.6 % of capital… almost 25% above the price offered at the beginning of the year.
Like a taste of too little. The British fund (registered more precisely on the Isle of Man, an offshore jurisdiction with certain tax advantages) DBAY Advisors, which recently launched a public offer on SQLI, has just granted a premium of nearly 25% (compared to the of the takeover bid) to a shareholder who knows the company well, just four months after the closing of the offer. SQLI is a group of digital services, which helps its customers, for example, to develop their e-commerce site or to make the acquisition of prospects and the customer journey on the web more efficient.
In a statement sent to the Autorité des marchés financiers (AMF) on Wednesday, DBAY Advisors (via the “Synsion BidCo” holding company) announced that it had “strengthened its stake” in SQLI by acquiring a 5.6% block. of the capital held by the Nobel fund.
Reference shareholder with 28.6% of the shares at the time of the announcement of its takeover bid in September 2021, DBAY had first considered offering the other shareholders to buy back their shares at 30 euros each, then set the price ” firm and definitive” at 31 euros.
At this price, some of the minority shareholders chose to keep their shares, DBAY certainly exceeding the success threshold of the offer of 50% of the capital but only obtaining 65.3% of the shares (66.63% at the end of reopening of the offer), insufficient level to be able to withdraw SQLI from the listing since the regulatory threshold is set at 90%.
A fine connoisseur of the file
The fund has therefore just increased its stake to 72.4% by buying off-market a block of 5.6% of the capital at a price of 38.50 euros per share (nearly 25% more expensive than during the takeover ) from the Nobel Fund. An operation that is reminiscent of certain cut-price takeovers denounced by Pascal Quiry, professor at HEC and co-author of Vernimmen.
It turns out that Nobel (a fund dedicated to investing in French SMEs controlled by Weinberg Capital) is none other than one of the two shareholders (alongside the Amar family) who, in 2019, sold the shares SQLI that it held when DBAY Advisors took a stake in the capital.
On December 18, 2019, SQLI had indeed announced the signature of a contract for the transfer by the Nobel fund and by Amar Family Office of their respective stakes of 9.85% and 11.98% in the capital of SQLI for the benefit of DBAY Advisors. Philippe de Verdalle, for Nobel, and David Amar, had then resigned from their mandate as administrator.
Leaving the capital of SQLI in 2019, Nobel however returned to it in September 2021 three days before the announcement of DBAY’s takeover bid, by coincidence of course, by crossing upwards on September 21 the threshold of 5% of the capital of SQLI to hold 232,665 shares (5.04% of the capital). The title at the time was trading around 22 euros. Securities that Nobel has therefore just resold to the initiator nearly 1.75 million euros more than if he had brought them to the offer at the start of 2022.
After this new transaction, the price of SQLI increased by 13.25% to 34.20 euros around 10:10 a.m.
Guillaume Bayre – ©2022 BFM Bourse
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