BOUSSARD AND GAVAUDAN HOLDING LIMITED (GBP) - A...

GFI's two main shareholders act in concert in order to support its development

Acting in concert, Itefin Participation (a Company held by Apax Partners and Altamir) and BG Master Fund plc and Boussard & Gavaudan Holding Limited announce their intention to file a simplified takeover bid on the shares of GFI

Paris, June 10, 2013 - GFI's [FR0004038099 - GFI], two main shareholders, Itefin Participation (a Company held by Apax Partners and Altamir) and Boussard & Gavaudan Asset Management LP, represented by his «General Partner», Boussard & Gavaudan Partners Limited, acting on behalf BG Master Fund plc and Boussard & Gavaudan Holding Limited, which respectively own 29,99% and 27,9% of GFI, announced today that they have signed a shareholder agreement on June 7, 2013 in order to act in concert. In compliance with applicable regulations^[1], the Concert, through the Infofin Participations entity set up for this purpose, will file a mandatory public tender offer with the Autorité des Marchés Financiers (AMF) for all of the outstanding shares and bonds giving access to GFI's share capital or voting rights which are not yet held by the Concert, at a price of:
-     3,75 euros per share, including the 2012 dividend;
-     5,10 euros per OCEANE;
-     0,35 euros per BSAAR.

The offer price per share values the Company at 204 million euros, which represents a premium of 23,4% over the closing price on June 7, 2013. The Concert is not considering initiating a delisting procedure following completion of the public takeover bid.

The action in concert and the takeover bid project aim at providing GFI with a stable shareholder base in order to pursue its investments and its development.

Gilles Rigal, Partner at Apax Partners, and Emmanuel Boussard, Founder and Chief Investment Officer at Boussard & Gavaudan jointly declared:

"By acting in concert, we reaffirm our full support of GFI's Management and confirm our confidence in its strategy. We share the same commitment to further support the Company in its development, investments and value creation."

The Offer and the draft offer document will be filed with the AMF imminently by Natixis, acting as sole sponsor bank of the offer.

This press release does not, and shall not, in any circumstances be considered as a public takeover bid offering on GFI's shares and bonds by the shareholders acting in concert. In accordance with French law, documents relating to the Offer, including its terms and conditions, will be filed with the AMF. The Offer will be open when declared compliant by the AMF.

Contacts :

FTI Consulting  

Guillaume Granier : [phone] / [e-mail]
Arnaud de Cheffontaines : [phone] / [e-mail]
Mélanie Fioen : [phone] / [e-mail]

About Apax Partners

Apax Partners is a Paris-based leading private equity firm in the French-speaking middle market. With more than 40 years of experience, Apax Partners provides long-term equity financing to build and strengthen world-class companies.

Funds managed and advised by Apax Partners exceed €2.5 billion. These Funds invest in fast-growing middle-market companies across six sectors of specialisation: Technology, Telecom, Media, Retail & Consumer, Healthcare, Business & Financial Services.

For more information, please visit www.apax.fr

About Boussard & Gavaudan

Created in 2002, by Emmanuel Boussard and Emmanuel Gavaudan, Boussard & Gavaudan is an independent asset manager, wholly owned by his founders and partners.

The funds managed and advised by Boussard & Gavaudan are around €1.5 billion.

The Group has 44 recognized professionals, from which 10 managers and 7 analysts, based in Paris and London.

Boussard & Gavaudan distinguishes himself by its entrepreneurial spirit, pro active and totally independent, insuring an objective process of management.

For further information: please vi

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[1] AMF: on the French regulated market, the upward crossing of the 30% threshold of capital or voting rights triggers the obligation to file a tender offer.

Annoucement

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Source: BOUSSARD AND GAVAUDAN HOLDING LIMITED (GBP) via Thomson Reuters ONE

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