15/11/2024 07:08
Robertet successfully reshapes its shareholder base to support long-term growth ambitions
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INFORMATION REGLEMENTEE

Press release

ROBERTET SUCCESSFULLY RESHAPES ITS SHAREHOLDER BASE TO SUPPORT LONG-
TERM GROWTH AMBITIONS

• Robertet welcomes the Fonds Stratégique de Participations (FSP) and Peugeot
Invest, each investing €125 million in its capital through the acquisition of shares and
investment certificates from dsm-firmenich
• The Maubert family, controlling shareholder of Robertet, will reinforce its ownership
by acquiring investment certificates from Firmenich for €7.5 million
• dsm-firmenich has sold the majority of its holding, in a transaction that expands the
company’s free float by nearly 6% of the capital



Grasse, Paris and Neuilly-sur-Seine, November 15 2024 - Robertet, a world leader in
natural ingredients for fragrances and flavors, today announced the entry of the Fonds
Stratégique de Participations (FSP), managed by ISALT, and Peugeot Invest as
shareholders, alongside the Maubert family, which will further strengthen its position. The
two new investors have enabled the divestment of the bulk of dsm-firmenich’ stake, in a
transaction (by way of an accelerated bookbuilding) that expands Robertet’s free float.

As part of this transaction, the FSP, managed by ISALT, and Peugeot Invest each acquire a
7.1% stake in Robertet, with an individual investment of €125 million. This investment is
comprised of a block of common shares (4.9% of the capital)1 and investment certificates
(2.2% of the capital). Enabled by the divestment of dsm-firmenich, this investment involves
agreements with Maubert SA, the family holding company controlling Robertet, aimed at
strengthening Robertet’s governance, shareholder structure, and independence over the
long term.

The FSP and Peugeot Invest are to join Robertet’s Board of Directors as independent
members, with the support of Maubert SA.

This market transaction also initiated by dsm-firmenich contributes to the expansion of the
company’s free float. With this operation, Robertet opens a new chapter in its shareholder
history and reaffirms its commitment to improving the liquidity and trading activity of its
stock.

Founded in 1850 in Grasse by the Maubert family, Robertet has built a unique leadership
position around the natural ingredients, flavors and fragrances segments.
The company has established itself as a global leader in this field, mastering the entire value
chain from raw ingredients to end products for the beauty, health, and food industries. This
vertical integration, from sourcing raw materials to creating final compositions, enables


1
Corresponding to a price per common share of €850 and a price per investment certificate of
€557.

1
Robertet to ensure exceptional traceability and quality. The company is recognized for its
commitment to innovation and sustainable development, continuously exploring new
natural sources worldwide to enhance its offerings and meet client expectations. The
company generated over €720 million in revenue, with more than 80% from international
operations in 2023.

Philippe Maubert, Chairman of Robertet's Board of Directors, commented: “Robertet is
delighted to welcome, alongside the Maubert family, the FSP and Peugeot Invest, two new
investors confident in its unique and sustainable business model. As a family-controlled
industrial company listed on the stock market, Robertet confirms once again its
commitment to independence.”

Jérôme Bruhat, Chief Executive Officer of Robertet, added: “A new, stable group of
shareholders supportive of our vision is a unique asset for Robertet’s future success. Their
backing will allow us to reinforce our leadership in natural raw materials, expand our
international presence, and invest in ambitious projects to serve our clients with high-
quality, innovative, and sustainable products that have established our reputation.”

Renaud Dumora, Chairman of the FSP, said: “By investing in Robertet, a historic leader in
natural raw materials and a hallmark of Grasse’s heritage, the Alliance of seven leading
French insurance companies composing the share capital of FSP, reaffirms its
commitment to primarily support leaders in French industry. This investment, alongside
the Maubert family and Peugeot Invest, bolsters the strategy and development of an iconic
French company with unique expertise, driven by continuous innovation. It is yet another
illustration of the mission and long-term vision of the FSP's insurer as shareholders.”

Robert Peugeot, Chairman of Peugeot Invest, said: “We are pleased to support Robertet
in the reshaping of its capital structure, marking a new stage in its history, alongside
trusted partners. Our DNA as a long-term family investor enables us to back Robertet’s
ambitious development driven by the team led by Jérôme Bruhat. As an independent
member of the Board, Peugeot Invest will bring its experience as a publicly listed
investment company to support the management’s recent initiatives to enhance market
awareness and recognition of Robertet.”


***

Advisors
Darrois Villey Maillot Brochier, PR Associés, and Bompoint acted as legal advisors for
Maubert SA and Robertet, the FSP, and Peugeot Invest, respectively.
Greenhill & Co served as the sole financial advisor to the FSP and Peugeot Invest.


***




2
Summary of transaction terms and agreements


Today, dsm-firmenich sold 135,000 shares to third-party investors through an accelerated
bookbuilding process. Concurrently, FSP and Peugeot Invest each purchased 113,662 shares
and 51,000 investment certificates (ICs) from dsm-firmenich for a total of €125 million.
Additionally, Maubert SA, Robertet’s controlling shareholder and active holding company,
has committed to acquire, directly or indirectly, 15,007 ICs from dsm-firmenich within the
next ten months for a total price of €7.5 million (subject to interest accrual based on the
closing date of the sale).

Prior to these transactions, the capital structure of Robertet was as follows:

%
Ordinary Investment Total Capital % Voting Theoretical
% Total
Shares (OS) Certificates (IC) (OS + IC) Rights Voting
Rights
Maubert SA 737,601 14 737,615 32.0% 54.5% 50.9%
Maubert Family 128,348 12 128,360 5.6% 8.2% 7.6%
dsm-firmenich 386,732 117,007 503,739 21.8% 13.1% 12.2%
Others 702,722 20,811 724,533 31.4% 24.3% 22.6%
Treasury Shares 211,342 - 211,342 9.2% - 6.7%
Total 2,167,745 137,844 2,305,589 100.0% 100.0% 100.0%


Upon completion of today's transactions and the acquisition of these 15,007 ICs, Robertet's
capital structure will be as follows:

%
Ordinary Investment
Total capital % Voting Theoretical
Shares Certificates % Total
(OS + IC) Rights Voting
(OS) (IC)
Rights
Maubert SA 737,601 15,021 752,622 32.6% 54.5% 50.9%
Maubert Family 128,348 12 128,360 5.6% 8.2% 7.6%
FSP 113,662 51,000 164,662 7.1% 3.8% 3.6%
Peugeot Invest Assets1 113,662 51,000 164,662 7.1% 3.8% 3.6%
dsm-firmenich 24,408 - 24,408 1.1% 0.8% 0.8%
Others 838,722 20,811 859,533 37.3% 28.8% 26.9%
Treasury Shares 211,342 - 211,342 9.2% - 6.7%
Total 2,167,745 137,844 2,305,589 100.0% 100.0% 100.0%
(1) 100%-owned subsidiary of Peugeot Invest


The Board of Directors of Robertet will convene in December 2024 to determine whether
to cancel a portion of the treasury shares held in excess of a maximum of 75,000 shares,
which would be allocated for covering free share grants and supporting external growth.
This cancellation would be subject to exemption from the mandatory takeover bid (TOB)
requirement2.

The acquisition transactions described above will not result in any dilution or relution
affecting other shareholders in terms of dividend rights or effective voting rights. The



2
This exemption will be requested by Maubert SA pursuant to Article 234-9, section 6 of the
General Regulation of the Autorité des Marchés Financiers.

3
proposed cancellation of treasury shares would proportionately increase the ownership
percentage and theoretical voting rights of all shareholders.

As indicated in Robertet’s press release of November 14, 2024, Maubert SA, the FSP, and
Peugeot Invest entered into an agreement on November 11, 2024, granting the Fonds
Stratégique de Participations and Peugeot Invest the option, beginning in May 2030, to
convert their investment certificates into ordinary shares by exchanging a portion of these
certificates for voting rights certificates (CVDs) held by Maubert SA 3. The agreed exchange
ratio is 8.5 ICs for 1 CVD. Should the FSP and Peugeot Invest exercise this exchange option,
Maubert SA will alternatively have the right to acquire, in cash, the ICs submitted for
exchange by the FSP and Peugeot Invest, up to approximately 1% of the capital each, at a
price based on their acquisition price plus an annual yield.

On November 11, 2024, Maubert SA, the FSP, and Peugeot Invest entered into a shareholder
agreement constituting a concerted action with respect to Robertet, which would become
effective subject to an exemption from the mandatory takeover bid requirement 4. The
agreement would incorporate the following key provisions :

(i) representation of the Fonds Stratégique de Participations and Peugeot Invest
on the Robertet Board of Directors as independent members, each with one
seat, alongside a majority of directors appointed by Maubert SA; and

(ii) a commitment by the Fonds Stratégique de Participations and Peugeot Invest
to forego part of their double voting rights after the statutory 5-year period, as
needed, to preserve Maubert SA’s majority voting rights, while ensuring their
individual stakes do not fall below 5% of total voting rights.



It is specified that the FSP and Peugeot Invest will not hold veto rights nor exercise joint
control over Robertet, which will remain under the control of Maubert SA, and there will be
no contractual restrictions on the exercise of their voting rights and the disposal of their
shares.



***

About the Robertet Group
Robertet SA was founded in Grasse in 1850 and is the world leader in natural products.
Based in France and majority family-owned since its creation, the Robertet Group is still
controlled by the Maubert family and is the only fragrance, flavor and natural ingredient
company that is fully integrated throughout the entire creative process, from source to final
fragrance or flavor. Today, the Robertet Group is represented in more than 50 countries, has


3 An ordinary share corresponding to the combination of an investment certificate and a voting
right certificate.
4
This exemption will be requested by the parties pursuant to Article 234-7 1° of the General
Regulation of the Autorité des Marchés Financiers.

4
more than 2,400 employees worldwide and offers its customers a range of over 1,700 natural
materials and bespoke products created in one of its 15 global creation centers. In 2023, the
Robertet Group recorded total net sales in excess of €720 million.
www.robertet.com

Investor relations:
Isabelle Pardies: Isabelle.pardies@robertet.com
Media
Alexandre Dechaux: robertet@teneo.com | +33 (0) 6 17 96 61 41


About the Fonds Stratégique de Participations (FSP)
The Fonds Stratégique de Participations (FSP), managed by ISALT, is an alliance of seven
major French insurers – BNP Paribas Cardif, CNP Assurances, Crédit Agricole Assurances,
Groupama, BPCE Assurances, Société Générale Assurances and Suravenir – that aims to
provide long-term support to French companies in their growth and transition projects. To
this end, it acquires significant “strategic” stakes in the capital of major French companies
and participates in their governance by sitting on their Boards of Directors or Supervisory
Boards. The FSP portfolio, valued at €1.95 billion at 30 June 2024, comprises 11 equity stakes,
including 10 in leading French companies: Seb, Arkema, Eutelsat Group, Tikehau Capital,
Elior, Neoen, Valeo, Soitec, Verkor and now Robertet.
ISALT, the asset management company of the Fonds Stratégique de Participations (FSP)
and the Fonds Stratégique des Transitions (FST), is an independent asset management
firm. Its mission is to make long-term investments in the capital of French companies, both
listed and unlisted. As of June 30, 2024, it manages €2.2 billion in assets.


Investor relations:
Andréa Beneventi: andrea.beneventi@isalt-gestion.com
Media:
Etienne Boulet: eboulet@bonafide.paris, | +33 (0) 6 34 19 63 57


About Peugeot Invest
Peugeot Invest is an investment company listed on Euronext and is majority-owned by
Établissements Peugeot Frères. Through its Peugeot 1810 subsidiary, Peugeot Invest is one
of the leading shareholders in Stellantis and Forvia, and it follows a minority and long-term
investment strategy. Peugeot Invest has shareholdings in listed companies (such as LISI
and SPIE), unlisted companies (such as International SOS and Rothschild & Co), co-
investments (such as ARCHIMED and JAB Holding) and investment funds.

Investor relations:
Sébastien Coquard: sebastien.coquard@peugeot-invest.com
Media:
Leslie Jung-Isenwater: peugeotinvest@image7.fr | +33 (0) 6 78 70 05 55




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