The family shareholders of the Founder Group of SEB SA (Ecully, France) signed a new shareholder agreement, replacing the previous agreement signed in 1992 and renewed in 1997. At the signing, the shareholders said they would continue to act in concert with regard to SEB SA.
Groupe SEB is a maker of appliances and cookware, with 51 worldwide subsidiaries and operations in 120 countries.
The new agreement is intended to ensure ongoing family control of SEB SA and it takes into account natural developments within the Founder Group, which today includes four generations and 228 members.
The 4-year agreement, which is renewable for identical periods, is organized around two holding companies dedicated to receive beneficial ownership on some of the shares: Federactive, which is currently being set up, and Actiref, whose name is being changed to Venelle Investissement.
Family shareholders control 22.56 percent of SEB SA shares and 31.48 percent of the voting rights through Federactive and 19.79 percent of shares and 28.11 percent of voting rights through Venelle Investissement. The shareholder agreement was signed by almost all members of the Founder Group, which altogether holds 42.38 percent of SEB shares and 59.63 percent of voting rights.
The agreement includes some new key terms. The key terms include:
A mutual right of first refusal and tag-along provisions for which more than three quarters of the shares are involved.
A right of second refusal for SEB SA to acquire shares not purchased by the family shareholders.
Rules concerning the makeup of the board of directors and its committees, and, in particular. the allocation of the 9 of the Board’s 15 seats granted to both Federactive and Venelle Investissement.
Joint management of the agreement.
The option for the holding companies, under certain conditions, to sell minority interests in their capital to third parties. Federactive has already indicated that it intends to use that option to ensure the long-term stability of SEB SA’s shareholder base, which is the main reason underlying the agreement.
The agreement shall be effective after receipt of the AMF’s exemption, that will disclose the agreement in compliance with current regulations.
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