Signing of an amendment to the agreement with Madeco allowing Madeco to consolidate its position as reference shareholder
Paris, November 27, 2012 – Nexans (the “Company”) announces the signing, on November 26, of an amendment to the agreement entered into on March 27, 2011 with its main shareholder, the Chilean group Madeco, which today holds approximately 22.5% of the share capital and voting rights of the Company.
Further to Madeco’s request, the purpose of the amendment is to allow Madeco to increase its stake in Nexans share capital and voting rights from 22.5% (under the initial agreement) up to a maximum 28%, thereby allowing the main shareholder to consolidate its position as reference shareholder and long-term partner of the Company.
The amendment also extends the duration of the agreement, which will terminate on November 26, 2022, i.e. 10 years after the date of signing of the amendment, instead of August 26, 2021 under the initial agreement.
Under the amended agreement, during a three-year period ending on November 26, 2015, Madeco shall not hold less than 20% of Nexans share capital (lock-up) and more than 28% (standstill). In case Madeco comes to hold more than 25% of Nexans share capital during this 3-year period, the lock-up undertaking shall automatically be increased to 25%.
The other main provisions of the initial agreement remain unchanged. In particular, the potential increase in Madeco’s stake in Nexans share capital would have no impact on the Company’s governance pursuant to which Nexans’ Board shall include three members proposed by Madeco. In addition, in accordance with the by-laws, the voting rights expressed by Madeco, as any other shareholder, will remain capped at 20% of the votes expressed in general shareholders’ meetings on major transactions (such as mergers and significant share capital increases). Finally, the parties may terminate the agreement in certain circumstances such as a public tender offer on the shares of the Company.
The initial agreement and the amendment of November 26, 2012 are available on the website www.nexans.com (Finance / Documentation).
Frédéric Vincent, Chairman and CEO, declared: « Speaking in my name and on behalf of the Board, I am pleased to announce the signing of this amendment that allows Madeco, our largest shareholder since 2008, to consolidate its position as reference shareholder. Such reinforcement reflects Madeco’s confidence in the Company’s strategic orientations and its desire to support, as well as the Fonds Stratégique d’Investissement, the Nexans Group in its future development ».
Madeco declares: « Madeco is confident that Nexans has the capacity to face the current challenges and to adapt itself in order to strengthen its position as worldwide expert and improve its performance in the competitive, difficult and changing environment that has affected the industry. For these reasons, Madeco continues to support Nexans strategy as a long-term reliable partner of this major French group ».
With energy at the basis of its development, Nexans, worldwide expert in the cable industry, offers an extensive range of cables and cabling solutions. The Group is a global player in the energy transmission and distribution, industry and building markets. Nexans addresses a wide series of market segments: from energy and telecom networks to energy resources (wind turbines, photovoltaic, oil and gas or mining…) to transportation (shipbuilding, aerospace, automotive and automation, railways...). Nexans is a responsible industrial company that regards sustainable development as integral to its global and operational strategy. Continuous innovation in products, solutions and services, employee development and commitment, customer orientation and the introduction of safe industrial processes with limited environmental impact are among the key initiatives that place Nexans at the core of a sustainable future. With an industrial presence in 40 countries and commercial activities worldwide, Nexans employs 25,000 people and had sales in 2011 of 7 billion euros. Nexans is listed on NYSE Euronext Paris, compartment A. For more information, please consult: www.nexans.com or www.nexans.mobi