Bois Colombes and Paris, November 28, 2022
Abeille Assurances Holding (the “Initiator”), which directly or indirectly holds 74.99% of the capital and voting rights
[1]
of Union Financière de France Banque (ISIN FR0000034548 / Compartment B) (“
UFF
“), announces its intention to file a draft simplified tender offer in cash (the ”
Offer
”) on UFF shares at a price of 21 euros per share.
The proposed price values 100% of the shares of UFF at 341 million euros and shows a premium of 51% compared to the last quoted price of the UFF share and a premium of 55% on the average price weighted by the volumes of UFF stock over the past 60 trading days.
In a context where UFF does not intend to resort to the market for financing, the Offer is motivated by the desire of Abeille Assurances Holding to i) strengthen its ties with UFF and best support its strategic project, ii) promote the development of UFF, in particular through the modernization of its information systems, iii) simplify the operation of Abeille Assurances Holding and its subsidiaries and iv) eliminate the recurring costs and constraints inherent in the listing of the company on a market regulated.
At the end of the Offer, Abeille Assurances Holding intends to request the implementation of a squeeze-out targeting the UFF shares if the legal and regulatory conditions are met. The squeeze-out would be made subject to compensation equal to the Offer price.
Reception of the Offer
Having learned of the Initiator’s intentions, the UFF Board of Directors set up a committee
ad hoc
composed of three independent directors, responsible for proposing to the Board of Directors the appointment of an independent expert, monitoring the work of the independent expert who will be appointed and issuing a recommendation to the Board of Directors on the interest of the Offer for the Company, its shareholders and its employees
[2]
.
On the recommendation of the committee
ad hoc
the Board of Directors has appointed Ledouble, represented by Mrs. Agnès Piniot and Mr. Romain Delafont
[3]
as an independent expert with the task of preparing a report on the financial conditions of the Offer and any squeeze-out, in accordance with the provisions of article 261-1 I 1° and 4° and II of the general regulations of the AMF.
On the basis of the report of the independent expert, the Board of Directors of UFF will issue, on the recommendation of the committee
ad hoc
, a reasoned opinion on the Offer as well as its consequences for UFF, its shareholders and its employees. This reasoned opinion, as well as the independent expert’s report, will be made public in the response document which will be prepared by the UFF and approved by the AMF.
Terms and schedule of the Offer
The Offer will be filed today with the Autorité des Marchés Financiers by Natixis, mandated as presenting bank and guarantor. The draft memorandum in response will then be
[4]
filed by the UFF.
The Offer will be financed by the equity of Abeille Assurances Holding, without recourse to external financing. It will not be subject to any regulatory authorization other than the review by the AMF of its compliance with applicable laws and regulations.
Subject to the compliance decision of the Autorité des Marchés Financiers, the Offer should take place in January 2023.
At the request of UFF, trading of UFF shares has been suspended today and will resume on November 29, 2022.
UFF and Abeille Assurances Holding will inform shareholders of the main developments relating to the Offer.
Completion of the Offer remains subject to its filing with the Autorité des Marchés Financiers as well as to a compliance decision that the latter would issue following its review.
Statement by Philippe Michel LABROSSE, Chairman of the Board of Directors of UFF and Managing Director of Abeille Assurances Holding:
”
The UFF and its teams have always inspired me with deep respect and the greatest admiration. It is very largely within UFF that the business of investment and wealth management advisor was born and has developed since 1968. It is clear that its rating has never served its development or modernization over the past two decades. This Offer therefore constitutes a project at the service of the UFF which should make it possible to carry out, with its Management, its modernization by developing cooperation with its shareholder Abeille Assurances, which will provide it with all the necessary support.
»
About the UFF
Founded in 1968, Union Financière de France is a bank specializing in wealth management advice, which offers products and services tailored to individual and business customers. Its range of products, built in open architecture, includes real estate, securities and life insurance as well as a wide range of products for businesses (retirement savings plan, employee savings plan, cash management medium term, etc.).
Union Financière de France has a dense network present throughout France and is made up of nearly 1,200 employees, including more than 800 dedicated to consulting.
As of September 30, 2022, Union Financière de France had 191,000 customers, including 170,000 individuals and 21,000 businesses.
Union Financière de France Banque is listed on Euronext Paris Compartment B
Euroclear code 3454. ISIN code FR0000034548
Press contact: Enderby
Camille Pan: [email protected] – 06 38 73 78 38
About Bee Insurance
Abeille Assurances is a brand of Aéma Groupe, 5
th
insurance group in France, born in January 2021 from the merger between Aésio Mutuelle and Macif.
With 4,200 employees, 1,000 general insurance agents and 170 years of experience, Abeille Assurances has a wide range of insurance, protection, savings and retirement products and services for more than of 3 million customers. Abeille Assurances offers its products through a multi-channel approach adapted to the needs of its customers (physical distribution network established throughout France (1,000 general agents, 1,800 brokers, 90 current savings advisors), heritage bank (UFF) and channel direct.
www.bee-assurances.fr
www
.aemagroupe.fr
Press contacts
Bee Insurance
Karim Mokrane – 06 73 77 90 69 – [email protected]
Tomiisin Lawal – 07 62 51 20 87 – [email protected]
Enderby
Marie Grillet – 06 45 42 91 00 – [email protected]
Sarah El Maroudi – 06 38 73 77 82 – [email protected]
Warning
This press release does not constitute an offer to acquire securities. The Offer will only be made pursuant to the Offer Documentation which will contain the full terms and conditions of the Offer. The Offer documentation will be subject to review by the AMF and the Offer will only be opened after obtaining the AMF’s compliance decision. Any decision relating to the Offer must be based exclusively on the information contained in the Offer documentation.
This news release has been prepared for informational purposes only. It does not constitute an offer to the public. The distribution of this press release, the Offer and its acceptance may be subject to specific regulations or restrictions in certain countries. The Offer is not addressed to persons subject to such restrictions, either directly or indirectly, and is not likely to be the subject of any acceptance from a country where the Offer would be the subject of such restrictions. This press release is not intended for distribution in these countries. Accordingly, persons in possession of this press release are required to inform themselves about and to comply with any applicable local restrictions. Abeille Assurances Holding and UFF decline all responsibility for any violation of these restrictions by anyone.
Pursuant to Commission Implementing Regulation (EU) 2016/1055 of June 29, 2016 establishing implementing technical standards relating to the technical procedures for the publication and reporting of inside information in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council, this press release may contain inside information and was sent to UFF’s authorized broadcaster on 28 November 2022.
[1]
On the basis of a capital composed of 16,233,240 shares representing 16,233,240 theoretical voting rights as of October 31, 2022. Pursuant to article 223-11 of the general regulations of the Autorité des Marchés Financiers, the total number of theoretical voting rights is calculated on the basis of all the shares making up the share capital, including shares deprived of voting rights.
[2]
In accordance with article 261-1, III of the general regulations of the AMF.
[3]
Cabinet Ledouble, 8 rue Halévy – 75009 Paris; Tel: 01 43 12 84 85; [email protected]; [email protected]
[4]
In accordance with Article 231-26 I 3° of the General Regulations of the Autorité des Marchés Financiers, the draft response document will be filed no earlier than 15 trading days after the filing of the offer document.
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