VEAN exercised a put option towards Bois Sauvage, resulting in the sale of 200,000 Recticel shares at € 11 p.s. (current share price: € 4.85). Despite the shareholders’ concert breaches the 30% threshold, no mandatory offer will be launched. Negative impact on NAV amounts to € 0.76.
The put option dates back to 2007, as mentioned in Bois Sauvage’s 2010 annual report. At that time, Bois Sauvage granted a € 2.6m guarantee towards a bank in the form of a (potential) acquisition of 200,000 Recticel shares from VEAN, which is majority controlled by Luc Vansteenkiste and which was debt financed in the wake of Recticel MBO in 1998 (when Recticel was acquired from the Generale Maatschappij). The sale allows Mr Vansteenkiste to repay the final tranche of his MBO loan.
After having been notified, Bois Sauvage decided to accept the shares and stated that the acquisition will close on 26 September 2011. This will lift the combined participation in Recticel held by Bois Sauvage, affiliated Guy Paquot, Fingaren and ECFC from 29.74% up to 30.43% (8,803,650 shares). Technically speaking, this breach triggers a mandatory offer on all outstanding shares of Recticel, but given that the 30% threshold was crossed in less than 2% and since Bois Sauvage will reduce its position so that the combined ownership will drop to below 30% (by 26 September 2012) an exemption from this obligation is granted. Bois Sauvage also decided not to exercise the voting rights attached to the excess shares.
In order to reduce to combined Recticel position to below 30%, a total of 127,298 Recticel shares must be sold. Awaiting confirmation, we carry Bois Sauvage’s direct stake (29.34%) at € 56.2m in our SOTP model (12.7% of NAV).
Since the option was valued in the accounts of Bois Sauvage in accordance with the IFRS rules, we expect only a minor P&L impact in 2H11. But the option’s strike price of € 11.0 per share hovers substantially above Recticel’s yesterday’s close of € 4.85, so that the transaction reduces estimated net cash by € 2.2m to a negative € 20.3m and lowers estimated adjusted equity value per share by € 0.76. Based on yesterday’s closing prices, we estimate NAV at € 278.7 with a 35.3% discount. We stick to our Accumulate rating as the upside potential implied by our € 225 TP amounts to 25%.