Why even with more than 99% of the capital, Jean-Claude Bourrelier refuses to take his group out of the stock market

Posted on Sep 29, 2021 at 10:30 AMUpdated Sep 29, 2021, 3:39 PM

This summer, Jean-Claude Bourrelier, the former boss of the ex-king of DIY Bricorama who bought the Mavic bikes, had no choice. He had to spend, via his family holding company, some 37 million euros to buy back the 12% of the capital of Bourrelier Group that he did not yet hold. Last November, he indeed lost his battle against justice. The Paris Court of Appeal then confirmed a decision by the Autorité des marchés financiers (AMF) requiring it to buy back the securities held by minority shareholders.

Conflict with its shareholders for 13 years

If Jean-Claude Bourrelier did not want to launch a public buyout offer (OPR), it is because he has been in conflict with certain shareholders since the end of the 2000s. In 2007, he tried to withdraw his company from the quotation (at the time of Bricorama), by launching a public tender offer (OPA) at 52 euros per share. But Lazard Frères Gestion is opposed to it, deeming this price insufficient. Shortly after, IDI and JG Capital take a stake in the capital. And JG Capital, implicating the sale of some of the subsidiaries of the DIY group, then sues him.

The conflict gets bogged down in court. It got worse in 2018, when Jean-Claude Bourrelier sold Bricorama to the Les Mousquetaires Group. The divested activities 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% ) then 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 was only compulsory from 95% of the capital, a threshold which was not reached then. The situation changes in 2018, when the Pacte law lowers the level to 90%. And since in May 2019, the family concert holds 90.1% of the voting rights, the minorities seized the AMF (Autorité des marchés financiers). Which asks the family group to file an OPR.

Today, Jean-Claude Bourrelier holds more than 99% of the capital, but he has no intention of delisting his company at all. In the offer information note filed with the AMF, he undertook not to withdraw for at least 12 months. Can such a situation last? It is all the more uncomfortable because being listed has a cost. Unless the group has new projects for Mavic … and intends to appeal to the financial markets.

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