Annual Report 2011 - Analist.be

Corporate governance statementExtract from the minutes of the meeting of the Board of Directorsof 21 March 2011“ … Investment proposalAt the request of the Chairman, Thierry de Rudder explained thatthis meeting of the Board of Directors followed on from the meetingof 14 March, during which the Directors examined whether it wasadvisable for GBL to acquire the 25.6% stake in Imerys held by itsparent company Pargesa, for the purpose of increasing its stake inthe company from 30.7% to 56.4%.He also pointed out that, as this is a transaction with an associatedcompany and pursuant to the procedure laid down in Article 524of the Company Code, a Committee of independent Directorschaired by Maurice Lippens and made up of Jean-Louis Beffa andJean Stéphenne had been set up to carry out the following tasks:- describe the nature of the transaction;- assess the gain or prejudice to the company and itsshareholders;- estimate the financial consequences of the transaction;- determine whether or not the transaction may cause tothe company an abusive damage in the light of the policyimplemented by the company.The purpose of this meeting was therefore to hear saidCommittee’s report on its assignment, for which it was assisted byDeutsche Bank as an independent expert.Reports by the Committee of independent Directors and thefinancial expertAt the request of the Chairman, Maurice Lippens reported on thework of the Committee, which met on 18 and 20 March 2011 toexamine the conclusions of the financial expert’s report and adoptits opinion. These documents and their annexes were transmittedto the Directors in advance of today’s meeting and concluderespectively as follows:• Conclusion of the Fairness Opinion drafted by Deutsche Bank“Based upon and subject to the foregoing, it is Deutsche Bank’sopinion as investment bankers that as of the date hereof, theConsideration is fair, from a financial point of view, to GBL.”• Conclusion of the opinion of the independent Directors“Based on our work and that of the independent expertDeutsche Bank, we consider that the proposed acquisitionof 25.6% of the capital of Imerys from Pargesa at the priceof EUR 56.2 per share:- is not likely to cause to the company an abusive damage inthe light of the policy implemented by GBL;- strengthens GBL’s investment portfolio through the additionof a majority stake in a significant listed group with apromising outlook;- is accretive in cash earnings for the current year andcontributes to consolidated results. It will give rise to arevaluation appreciation and goodwill (1) .Consequently, on the date of this opinion, the Committeerecommends that the Board of Directors approves theproposed acquisition.”On the conclusion of this presentation, the Board of Directorsplaced on record the opinion of the independent Directors, whichdid not necessitate any particular comments and the quality ofwhich was highlighted by several Directors.DecisionPrior to approval of the investment proposal, Thierry de Rudderinformed the Board that the decision to be taken may createa conflict of interest for Gérald Frère, Victor Delloye and GillesSamyn within the meaning of Article 523 of the CompanyCode, of which the Statutory Auditor has been informed.Victor Delloye and Gilles Samyn therefore left the meeting forthe duration of the vote, while Gérald Frère left the telephoneconference, adding that he approved, as need be, the draftpress release contained in the file.Albert Frère, Georges Chodron de Courcel, Paul Desmarais, jr,Ian Gallienne, Michel Plessis-Bélair, Amaury de Seze andArnaud Vial declared that they did not wish to vote on thisproposal for reasons of good corporate governance.In the light of the usefulness of this transaction for GBL andthe positive conclusions of the report by the Committee ofindependent Directors and of the Fairness Opinion drawn upby Deutsche Bank, the Board approved the transaction by anunanimous vote of the members entitled to vote. It authorisedGBL to acquire, through its subsidiary Belgian Securities B.V.,the 25.6% stake in Imerys held by Pargesa at the total price ofEUR 1,087,380,754, equivalent to a share price of EUR 56.20,with a coupon of EUR 1.20 attached.This transaction is subject to ratification by the Board ofDirectors of Pargesa, which will meet today at 17.30, andgrant of the derogation requested from the Financial MarketAuthority (AMF) in France by virtue of a transfer betweencompanies belonging to the same group. It must also bevalidated by the governing bodies of Dutch subsidiaries havinga stake in the transaction.The Board of Directors also validated the Share TransferAgreement, the draft of which is attached hereto, it beingspecified that ownership of the Imerys shares would betransferred on the date of payment, planned for 8 April 2011 atthe latest.The Board of Directors approved, subject to certain changes,the draft press release transmitted to the Directors. The finalversion attached will be published this evening, after themarkets close, provided Pargesa’s Board of Directors hasratified the transaction. It was specifed that a second pressrelease confirming the AMF grant of the derogation would bepublished once the Market Authority had handed down itsdecision. …“(1) As mentioned in the half-yearly press release of 29 July 2011, no income is recorded on the acquisition of the Imerys shares from Pargesa, contrary to what was stated in the press release of 21 March 2011148 Annual Report 2011