Further to its public takeover offer for SIMCO shares, GECINA has acquired 95.9% of the company’s capital and 97.2% of its voting rights, in addition to 95.6% of its convertible bonds and 97.9% of the guaranteed value certificates issued by SIMCO (CMF notice of 4 November 2002).
SIMCO itself owns 99.13% of the shares and voting rights in SOCIETE DES IMMEUBLES DE FRANCE, or SIF.
As a result, GECINA has exceeded all of the thresholds in terms of capital and voting rights as defined by Article L 233-7 of the French Commercial Code, directly in the case of SIMCO and indirectly in the case of SIF.
In application of the provisions of this law, GECINA makes the following statement of intent with regard to SIMCO and SIF, which is consistent with its statements in the joint information memorandum published on 18 September 2002 within the framework of its public offer (COB authorisation no. 02-1023):
· GECINA has acted alone and not in concert with any other shareholder;
· The Boards of Directors and the General Management teams of SIMCO and SIF will be reconstituted in order to allow GECINA to exercise the responsibilities resulting from its takeover through appropriate representation. At the same time, several SIMCO Directors, including its current Chairman and its Vice Chairman and CEO, will be asked to join the GECINA Board of Directors;
· GECINA plans to examine the implementation of the new organisation in conjunction with existing staff and while respecting the legal procedures for informing and consulting with the works councils of the companies concerned, in an attempt to find the efficiencies required to implement the business plan, and in particular with a view to creating shareholder value;
· In this context, GECINA reserves the right to make further purchases of SIMCO and SIF shares depending on market opportunities, and/or to launch a public offer to withdraw SIMCO and/or SIF from the stock market possibly followed by a mandatory withdrawal, and/or to propose adjustments to the legal structure of the new entity that may include the merger of all or part of the companies concerned.
(source: Gecina)
