Compagnie d'Entreprises CFE SA completed the Spin-Off of DEME Group NV.
June 28, 2022
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The Board of Directors of Compagnie d'Entreprises CFE SA (ENXTBR:CFEB announces its intention to spin-off Deme Group on December 2, 2021. The CFE group is made up of three divisions (DEME, CFE Contracting and BPI) and it plans to split the group into two separate listed entities: CFE and DEME. The planned transaction involves the transferring its 100% stake in DEME NV to a to a new company to be incorporated named DEME Group. At the time of the partial demerger, all the shareholders of CFE will receive one Newco share for each CFE share in their possession. The transaction will also allow to better articulate their respective purpose and ambitions to shareholders, clients, employees and other stakeholders and to help the stock market to fully recognize the true value of both entities. The partial demerger has no impact on the financing of CFE's subsidiaries but it will trigger an event of default under the existing credit facilities and the Multi-Term Treasury Notes Programme of CFE SA. Therefore, CFE has initiated discussions with its Lenders and its Notes Holders to either ask for a waiver or negotiate new committed revolving credit facilities. Waivers have been signed for 35 million of Medium-Term Notes and credit committee approvals have been obtained for a total of 170 million of committed credit facilities.
The composition of the Board of Directors of CFE will be modified upon completion of the partial demerger. Going forward the Board would be composed as follows: Luc Bertrand (Chairman), Hélène Bostoen, Lieve Creten BV represented by Lieve Creten, B-Global Management SRL represented by Stéphane Burton, Piet Dejonghe, Koen Janssen, An Herremans, and Christian Labeyrie. Pursuant to the partial demerger, the Board of Directors will entrust daily management of Chief Financial to Trorema SRL represented by Raymund Trost as Chief executive Officer.
Transaction is subject to obtaining a tax ruling from the Belgian Office for Advance Tax Rulings, the approval of various partners as well as the extraordinary general meeting of CFE at which at least 75% of the capital represented must vote in favour of the partial demerger. Ackermans & van Haaren, the majority shareholder, and VINCI, who respectively own 62.1% and 12.1% of CFE, support the split. In March 2022, CFE obtained a tax ruling from the Belgian office for advance tax rulings. On May 16 2022, the Board of Directors has unanimously approved the partial demerger proposal and will invite the CFE shareholders to vote on the partial demerger and on the incorporation of DEME Group. A convening notice for the extraordinary general meeting to be held on June 29, 2022. Upon approval of the partial demerger, the shares of DEME Group will be issued to the shareholders of CFE in proportion to their current shareholding in CFE. The demerger will take effect retroactively as of April 1, 2022 for tax and statutory accounting purposes only. The Approval of Listing of DEME Prospectus by FSMA was expected to receive on June 29, 2022. The transaction is expected to close in the summer of 2022.
Compagnie d'Entreprises CFE SA completed the Spin-Off of DEME Group NV (ENXTBR:DEME) on June 29, 2022.
DEME Group NV is a global marine sustainable solutions provider. The activity is organized around four segments:
- DEME Offshore Energy: In this segment, the Group provides engineering and contracting services globally in the offshore renewables and non-renewables sectors. In the offshore renewables, the Group is involved in the full Balance of Plant scope for offshore wind farms. This includes the engineering, the procurement, the construction and the installation of foundations, turbines, inter-array cables, export cables and substations. The Group also offers operations and maintenance, logistics, repair, decommissioning and salvage services to the market. In the offshore non-renewables, the Group performs landfalls, rock placement, heavy lift and decommissioning services;
- DEME Dredging & Infra: In this segment, the Group performs a wide variety of dredging activities worldwide, including capital and maintenance dredging, land reclamation, port construction, coastal protection and beach nourishment works. The Group also provides engineering and contracting services for other types of marine infrastructure projects, such as port terminals, canals, bored and immersed tunnels, bridges and dams. In addition, the Group is active in the marine aggregates business, which includes dredging, processing, storage and transport of aggregates;
- DEME Environmental: The Group offers innovative solutions for soil remediation and brownfield redevelopment, as well as environmental dredging and sediment treatment. It is mainly active in the Benelux, France, and other European countries on a project-by-project basis;
- DEME Concessions: DEME Concessions is the investment and development arm of the Group. It invests in, develops, builds and operates greenfield and brownfield projects in three sectors: offshore wind, dredging and marine infrastructure, and green hydrogen. Besides creating economic value on its projects and generating equity returns on its investments, it also aims to secure regular activities for the Group contracting activities in the EPC phases of its projects. DEME Concessions also has a deep-sea exploration division (GSR) that holds concessions of polymetallic nodules and that is developing a technology to collect and process those nodules containing nickel, cobalt, manganese and copper from the deep ocean floor.