WENDEL

Wendel successfully completes the sale of 9% of Bureau Veritas’ share capital

 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

THESE MATERIALS ARE NOT AN OFFER FOR SALE OF SECURITIES IN THE UNITED STATES. SECURITIES MAY NOT BE SOLD IN THE UNITED STATES ABSENT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED.  THE ISSUER OF THE SECURITIES DOES NOT INTEND TO REGISTER ANY PART OF THE OFFERING IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.

THIS PRESS RELEASE IS FOR INFORMATION PURPOSE ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND THE OFFER OF THE SHARES (AS DEFINED BELOW) DOES NOT CONSTITUTE AN OFFERING (OTHER THAN TO QUALIFIED INVESTORS) IN ANY JURISDICTION, INCLUDING FRANCE.

Wendel successfully completes the sale
of 9% of Bureau Veritas’ share capital

• Wendel raises approximately 1.1 billion euros of gross proceeds
• The Lac1 fund, managed by Bpifrance, has purchased 4% of Bureau Veritas share capital for €500m and Bureau Veritas has repurchased 0.8% of its own capital for €100m in the accelerated bookbuilding process
• Wendel remains Bureau Veritas’ largest shareholder and controlling shareholder and reiterates full confidence in Bureau Veritas’ strategy
• Bpifrance will obtain the right to nominate one director at the Board of directors of Bureau Veritas, Wendel retaining four directors

Wendel (the “Seller”) today announces that it has successfully completed the sale of 40.5 million shares in Bureau Veritas (the “Company”) by way of an accelerated bookbuilding process (the “Offering”), representing c. 9% of the Company’s share capital, for total proceeds of approximately 1.1 billion euros.

As part of the Offering, the Lac1 fund, managed by Bpifrance, has purchased c.4% of Bureau Veritas’ share capital. Pursuant to a governance agreement entered into by Bureau Veritas and Bpifrance, Bpifrance will be granted the right to nominate one director at the Board of Directors of Bureau Veritas, and Wendel will vote in favor of this appointment. The number of directors at the Board of directors of Bureau Veritas is to remain at 12 and Wendel will retain four directors, in line with the current situation.