Bourbon is not providing the information on the assets presented by its controlling shareholder Jaccar Holding. Proxinvest accordingly wrote to the AMF and to the company to question the legality of such refusal to provide the 2014 and 2015 book value of the assets sold by Jaccar to Bourbon : are these gas shipping vessels sold at diamond price to Bourbon?
Read it hereunder and see the answer !
Mr. Secretary General of the AMF,
Mr. Chairman of Bourbon,
Bourbon proposes to purchase for $ 320 million some $ 700 million of gas shipping assets and liabilities from its majority shareholder Jaccar Holding.
This beneficiry shareholder Jaccar Holding and the CEO's brother's fund are supposed, according to law, to not participate in the vote of approval of the transaction (article L. 225.40 "The person concerned can not take part in the vote and its shares are not taken into account in calculating the quorum and the majority ").
It remains to the many non-interested shareholders to confirm or refuse this strategic decision at this price.
But Bourbon, despite our written requests, refuses to provide shareholders, "in the name of shareholder equality!" the 2014 and 2015 audited accounts of the companies purchased, key information held by its Chairman and majority owner, the seller, Jacques de Chateauvieux.
Worse, the Company proxy inviting to approve only on the basis of a forecast for 2018 presented on last 28 March.
Proxinvest was refused the production of the 2015 accounts of acquired companies...
First question: is a non-disclosure of the audited entities purchased accounts, in view of the importance of the operation, a breach of the duty for Bourbon to communicate to shareholders
"in the shortest time any information, which, if made public, could have a significant impact on the stock price (art. L. 223-2 of the AMF General Regulation)?
While no legitimate interest, except self-interest, can not justify the postponing of the publication of this insider information, is its retention not likely to mislead the public?
The Special Report on related party agreements or the notice of meeting of the AGM, must contain the elements allowing non-interested shareholders to evaluate the benefits of each of the conventions.
The law upon the recommendation of the AMF, completed in 2014 its article 225-38 by requiring the Board to motivate its proposal "justifying the agreement of interest to the company, including specifying the financial conditions attached. "
Second question: Do the refusal to present the 2015 accounts of the assets to be purchased and non-disclosure of the "independent expertise report" constitute or not a breach by the company and its auditors of Article L .225-38 likely
to expose the general meeting to a possible cancellation by the Court at the request of any shareholder opposed to this significant investment for the alck of relevant information ?
The explanatory memorandum quoted by the Board of Directors of Bourbon offers three pieces of information about the value of this acquisition:
1 / we note that the composition of the "ad hoc"committee who approved the transaction unanimously after four meetings between 22 January 2016 and 28 March 2016 : it was
not easy for Philippe ROOM Agnes CART-Runacher Baldwin MONNOYEUR and Astrid LANCRAU BREON of all, hopefully, well-informed of the accounts of the gas companies of Jaccar ...
2 / we observe one graphic excerpt of the report of the "independent expert" Dominique Ledouble.
This half-page excerpt is based on budgeted figures for the "normative year" - the actual year meant, 2018 ? is not even mentioned - and a net projected assset value of $ 405 million, net assets estimated by Ledouble of $401 million (presumably for the "normative year"),
and even a "discounted cash flow" resulting in a value of $ 500 million, enabling the excessive if not misleading conclusion:
"The 320 million (USD) purchase price shows a discount of about 20% compared to the overall value of the two poles Greenship Gas and JHW end based on the multi-criteria analysis of the independent expert ".
Showing a "20% discount" compared to a projected total value in any distant future is easy! 2018 why not 2020? a 20% discount, why not 40%?
One must go to Luxembourg to find in the accounts of Jaccar Holding the 2013 figures of Greenship Gas, whose 2013 turnover was of $ 66 million and 2013 EBITDA in 2013 of only $ 14 million, which cast doubt that € 320 million is a discounted price ...
We gathered on Monday May 2nd.
Third Question: if this 20% discount announced to shareholders is based only on a confidential forecast without indication of the relevant year and without any reference to the 2015 book value of the assets, can't we call this a misleading information ?
Fourth question: Do the Bourbon auditors contribute to mislead the public by confirming in their report that "The transaction price reflects a discount to valuations by different methods including " without specifying that
it these are thefruit of imaginary and subjective forecasts, while the Jaccar audited figures exist and are not mentioned ?
The participation of Jaccar and Mach to the voting of the Resolution 4 of the AGM certainly concerned the Board : actually Bourbon intends to take unexpected liberties with the normal and regular monitoring of regulated agreements.
Bourbon announces: "JACCAR Holdings interested in the transaction will exercise the voting rights a so as not to influence the decision under Resolution No. 4. JACCAR Holdings would vote" FOR "up to half of its stake and will ABSTAIN (equivalent to a vote against) for the balance to neutralize the impact of his vote. MACH INVEST (Henri de Chateauvieux, brother of JAcques, associate of Jaccar Holding) under resolution No. 4 which, without being interested in the operation, will also exercise the voting rights similarily.
This meas that in case of low turn-out this resolution will be passed with an irregular quorum as French law clearly brohibits any particpation of the beneficiaries to the vote.
Fifth question: by announcing in advance that it intends not to comply during the general meeting with article L. 225.40 ( "The intersted person can not participate in the vote and its shares are not taken into account when calculating the quorum and the majority.")
and that the securities of the interested shareholders JACCAR Holdings and MACH INVEST will be taken into account in calculating the quorum and the majority,
does the Board exposes the Bourbon AGM to be cancelled by the Court at the request of any shareholder opposed to the poorly documented Greenship Gas transaction?
May 4th. 2016
ANSWER OF BOURBON (SEE OUR COMMENT)
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