Posted on Oct 22, 2020 at 7:06 p.m.Updated Oct 22, 2020, 7:13 PM
The Bourrelier family group, former owner of Bricorama, has been at war with its shareholders for thirteen years. Thirteen years of legal proceedings before the Commercial Court of Créteil. This week, it was at the Paris Court of Appeal that Jean-Claude Bourrelier, Lazard Frères Gestion, JG Capital management and the IDI, a private equity company, had an appointment.
Jean-Claude Bourrelier, majority shareholder of his group with 87.3% of the capital, indeed contests a decision of the stock market policeman who last March ordered him to launch a public buyout offer (OPR) on the balance of the capital that he does not hold.
The case dates from 2007
The conflict between the former owner of Bricorama and its minority shareholders dates back to 2007, when Jean-Claude Bourrelier decided to withdraw his company from the stock market. He then launched a public tender offer at 52 euros per share. But, Lazard Frères Gestion, in the company’s capital since 2000, considers this price insufficient and refuses to contribute its shares. IDI and JG Capital also acquire a stake in Bricorama. In 2008, JG Capital, founded by Jean Gatty, instituted a lawsuit against Jean-Claude Bourrelier. The dispute concerns the sale of Nouvergies, a subsidiary of Bricorama, at the end of 2006, for the benefit of a company belonging to Jean-Claude Bourrelier. JG Capital disputes the conditions of the sale by Bricorama of several real estate assets located in Saint-Malo, Beaune and Ghent (Belgium). He has since been dismissed.
The conflict with the minorities escalated in 2018 when Jean-Claude Bourrelier sold Bricorama to the Les Mousquetaires Group. Divested activities indeed represent 70% of sales and 90% of current operating income for 2016.
Lazard Frères gestion, (1.74% of the capital), JG Capital (6.77%), and IDI (1.02%) renew their desire to exit the capital. But Jean-Claude Bourrelier is under no obligation to buy back their shares. At the time, the OPR is only compulsory if a shareholder holds 95% of the capital, which is not the case. The situation changes in 2018, when the Pacte law lowers this threshold to 90%. And as in May 2019, the family concert holds 90.1% of the voting rights, the minorities refer to the AMF (Autorité des marchés financiers) which asks the family group to file an OPR.
165 years before being able to sell its titles
On Wednesday, before the Paris Court of Appeal, the minority shareholders argued that the liquidity of the Bourrelier share did not allow them to sell their shares within normal deadlines. If one is based on the average daily trading volumes of the title, this would represent 165 years for JG Capital explained his lawyer.
As for the defense of Jean-Claude Bourrelier, she insisted on the fact that in March 2020, when the AMF rendered its decision, the Bourrelier group had lowered its voting rights below the 90% threshold. The lawyers explained that the assessment of the share of the securities held had to be made on the same day of the AMF’s decision, not that of its referral. They also put forward the fact that the illiquidity of the title on the markets was due to the minority shareholders themselves. Which made their request illegitimate.
The court should decide quickly. Be that as it may, the Bourrelier Group share is no longer listed, at the company’s request, since mid-March, the date of the AMF’s decision.