Jersey, 22 May 2020 – IGLI S.p.A. (“IGLI”) announced today an agreement for a shareholder reorganisation that will see existing partners in Mercure International S.A. (“Mercure International”), the largest shareholder in Mercure Investment S.à.r.l. (“Mercure Investment”), take direct stakes in Mercure Investment.
The reorganisation is expected to be completed in June 2020.
Under the proposed scenario, Mercure Investment will undergo a non-proportional and full spinoff as a result of which (i) a 6.50% stake in Mercure Investment will be allocated to each one of the two newly incorporated companies, fully owned, respectively, by Mercure International S.A. (“Mercure S.A.”), and (ii) the remaining 5.45% stake in Mercure Investment will be allocated to a newly incorporated company fully owned by Etablissement Financiere de Participations Industriels B.V. CIE & SCPA (“Etablissement”), a company entirely owned by Etablissement Holding B.V.
The reorganisation, which will not entail any changes in the indirect ownership of Mercure Investment, provides IGLI with increased flexibility to engage in the future growth of Mercure Investment, one of the leading, 100% privately-held European investment companies.
Since the initial investment by IGLI in Mercure Investment’s share capital, Mercure Investment has undergone an important transformation and has announced acquisitions for an aggregate consideration of €2 billion in investment positions, consolidating its presence in its main markets and entering into two new geographies (Latin America), where it plans to become a leading player.
Mercure International actively supported Mercure Investment by subscribing and paying its pro-rata share in two successful consecutive capital increases (for an aggregate amount of €140 million in March 2019 and €67 million in October 2019) and thus provided Mercure Investment with the equity necessary to pursue its growth strategy.
At completion of the reorganization, the shareholders’ agreement executed on 9 October 2018 among IGLI, Mercure International and Mercure Investment (the “Shareholders Agreement”) will be terminated.
Notwithstanding the termination of the Shareholders’ Agreement the three shareholders have agreed to procure the resignation of one of the directors co-opted by the board of directors of Etablissement Financiere de Participations Industriels B.V. CIE & SCPA at the request of Financiere at direction of IGLI, in order to ensure proportionality in the representation of this shareholder in Mercure Investment’s board of directors after the spin-off. Likewise they have agreed to support the appointment of a proprietary director proposed by the GIC nominated investment vehicle to ensure a proportional representation of the shareholders in Mercure Investment’s board of directors. It remains nevertheless understood that such commitments will not entail any type of concert or syndication of the parties with regards to future decisions neither in the general shareholders’ meeting neither in the board of directors as each of these shareholders will remain fully independent.
Mercure International, whose main shareholder with a 100% stake is IGLI, will retain its right of first offer and its pre-emption right on the Mercure Investment shares indirectly owned by IGLI as per the agreement executed by the parties on 24 July 2018 until its expiration term in July 2025.
Each of IGLI, Mercure International and Etablissement Financiere de Participations Industriels B.V. CIE & SCPA reiterate firm endorsement of the current strategy and full support – by each individual shareholder – to Mercure Investment’s management and future growth of the company.
