Sopra Steria Group Mandatory Delisting of Sodifrance Shares
Sopra Steria Group (Paris:SOP):
This communiqué does not constitute an offer to buy shares
This communiqué was drafted by Sopra Steria Group and released in accordance with the provisions of Article 237-3, III of the General Regulation of the Autorité des Marchés Financiers (the “AMF”) and of Article 9 of AMF Instruction DOC-2006-07 on takeover bids.
This document is a free translation into English of the original French “Communiqué de presse”, referred to as the “Communiqué”. It is not a binding document. In the event of a conflict of interpretation, reference should be made to the French version, which is the authentic text.
Following the simplified public tender offer initiated by Sopra Steria Group (“Sopra Steria” or the “Initiator”) for the shares of Sodifrance (“Sodifrance” or the “Company”) for consideration of €18 per share, declared compliant by the AMF on 27 October 2020 (cf. D&I No. 220C4603 of 27 October 2020), which took place from 29 October to 12 November 2020 inclusive (the “Offer”), the Initiator directly and indirectly held 3,513,939 shares in the Company representing 6,939,083 voting rights, i.e. 96.46% of its share capital and at least 98.12% of its theoretical voting rights1.
The Sodifrance shares not tendered to the Offer by minority shareholders represent less than 10% of the share capital and theoretical voting rights of Sodifrance. Consequently, the conditions set forth in Article L.433-4, II (formerly III) of the French Monetary and Financial Code and in Articles 237-1 et seq. of the AMF’s General Regulation to carry out the mandatory delisting procedure have been met.
As stipulated in the Draft Offer filed and in the Information Memorandum approved under No. 20-530 on 27 October 2020 (the “Information Memorandum”), Sopra Steria requested from the AMF to carry out a mandatory delisting of the Sodifrance shares not tendered to the Offer by minority shareholders.
In accordance with AMF D&I Notice No. 220C4989 of 16 November 2020, the effective date of the mandatory delisting will be  November 2020 and it will cover the Sodifrance shares not held by the Initiator at the Offer’s closing date, i.e. 128,818 Sodifrance shares representing 3.54% of the Company’s share capital and at most 1.88% of its theoretical voting rights. The mandatory delisting will take place in return for consideration equal to the Offer price, i.e. €18 per Sodifrance share, net of any costs.