Bureau Veritas Launches Its Initial Public Offering on Euronext Paris

Published Oct 11, 2007 12:01 AM by The Maritime Executive

Indicative price range for the French Public Offering and the International Offering: between €32.50 and €37.75 per share

Total offering size at the mid-point of the indicative price range: approximately €872.3 million (before exercise of the increase option and the over-allotment option), which may be increased to approximately €1,153.7 million in the event the increase option and the over-allotment option are exercised in full, comprised of secondary shares only

Closing of the offer expected on October 22, 2007 and determination of the offer price expected on October 23, 2007

Reserved Offers of up to 1,150,000 primary shares reserved for employees and certain managers

Bureau Veritas, the world’s second largest group offering conformity assessment services in the areas of quality, health and safety, environment and social responsibility (QHSE) announces the launch of its initial public offering on Eurolist by EuronextTM Paris (Compartment A).

The prospectus relating to the initial public offering of Bureau Veritas shares, consisting of the Document de base registered by the Autorité des marches financiers (the “AMF”) under number I.07-127 on July 10, 2007, an update of the Document de base filed with the AMF on August 29, 2007, and a note d’opération (including a summary of the prospectus) has received visa No. 07-348 dated October 8, 2007 from the AMF.

The main objective of the initial public offering is to support the growth strategy of Bureau Veritas.

Frank Piedelièvre, President & Chief Executive Officer of Bureau Veritas, said: “The initial public offering is a new step in the development of Bureau Veritas, that will enable us to reinforce our growth potential. The listing provides Bureau Veritas with stronger status and visibility to attract new clients and employees, and flexibility at a time when we intend to accelerate our external growth. Our sector is currently undergoing consolidation worldwide and Bureau Veritas intends to be a key player in such consolidation. We already deliver a strong growth model and are a global reference company. Our objective is to double our revenue by 2011 and to reinforce our leadership position thanks to sustained organic growth and the continuation of acquisitions”.

Structure of the offer

The shares will be distributed in the framework of an offer (the "Global Offer") comprising:
- a public offering to retail investors in France (the "French Public Offering");
- an international offering to institutional investors in France and in certain countries, including in the United States under Rule 144A, (the "International Offering").

Conditions of the offer

The Global Offer comprises 24,831,570 existing shares principally sold by the Wendel Group (24,000,000 shares) and by certain Bureau Veritas manager shareholders (831,570 shares). This amount may be increased to a maximum of 28,556,305 existing shares in case the increase option is exercised in full.

Wendel granted the Joint Bookrunners an option to purchase an additional amount of up to 15% of the total number of shares offered in the Global Offer (including the shares that may be sold upon exercise of the increase option) (the “Over-allotment Option”), amounting to a maximum of 4,283,445 additional existing shares. Should the increase option and the Over-allotment Option be exercised in full, the number of existing shares offered will amount to 32,839,750.

The indicative price range for the Global Offer has been set between €32.50 and €37.75 per share.
In addition, Bureau Veritas may issue up to 1,150,000 new shares under the offers reserved to Group employees and certain Group managers (the "Reserved Offers”). The Reserved Offers are described in the note d’opération granted AMF visa n° 07-349, dated October 8, 2007.

The indicative price range for the Reserved Offers has been set between €26.00 and €30.20 per share (representing a 20% discount to the Global Offer price range).

The indicative price range represents a market capitalisation of €3,756 million, based on a share number of 106,906,240 (based on the mid-point of the indicative price range and following the completion of the restructuring transactions, the Reserved Offering, and excluding treasury shares).

After the completion of the restructuring transactions that should occur on the pricing date of the Global Offer and the Reserved Offering, Wendel will hold 60.8% of the share capital excluding treasury shares and 60.6% of the voting rights in Bureau Veritas, assuming exercise in full of the increase option and the Over-allotment Option and based on the mid-point of the indicative price range of the Global Offer.

Expected Timetable

The French Public Offering will begin on October 9, 2007 and will end on October 22, 2007 at 5pm Paris time (8pm Paris time for orders placed by Internet).

The International Offering will begin on October 9, 2007 and will end (except in case of early closing) on October 22, 2007 at 8pm Paris time.

The Offering Price will be fixed on October 23, 2007. Trading on Eurolist by EuronextTM Paris (Compartment A) will commence on October 24, 2007. Settlement and delivery should occur on October 26, 2007.

Financial intermediaries

BNP Paribas, Deutsche Bank, Goldman Sachs International, HSBC and Société Générale
Joint Bookrunners

ABN AMRO, Cazenove, Lazard-Natixis, Merrill Lynch, Oddo & Cie et UBS
Co-Lead Managers

Availability of the prospectus

Copies of the prospectus which received visa n°07-348 from the AMF on October 8, 2007, comprising the Document de base registered with the AMF on July 10, 2007 under number I-07-127, the update of Document de base filed with the AMF on August 29, 2007 under number D.07-0697-A01 and the note d’opération (including a summary of the prospectus) are available free of charge from Bureau Veritas (17 bis, Place des Reflets, La Défense 2, 92077 Paris La Défense Cedex) as well as on its website (www.bureauveritas.fr) and on the AMF website (www.amf-france.org). Investors should consider the risks described in chapter 4 of Bureau Veritas Document de base and the update of Document de base and in chapter 2 of the note d’opération prior to making any investment decision.

A legal notice will be published in the Bulletin des Annonces légales obligatoires ("BALO") on October 10, 2007.

About Bureau Veritas
Founded in 1828, Bureau Veritas is an international group specialised in the inspection, analysis, audit, and certification of products, infrastructure (buildings, industrial sites, equipment, ships, etc.) and management systems (ISO standards etc.) in relation to regulatory or voluntary frameworks.

Bureau Veritas considers it ranks as the world's second largest group in conformity assessment and certification services in the fields of quality, health and safety, environment, and social responsibility ("QHSE") and the world leader in QHSE services not including raw materials inspection. Bureau Veritas is recognised and accredited by major national and international organisations.

Bureau Veritas is present in 140 countries through a network of 700 offices and laboratories. It has more than 27,000 employees and a client base of more than 280,000.
In the last ten years, since 1996, Bureau Veritas has quadrupled its sales to €1.846 billion in 2006. Its operating profit has increased seven-fold to €268 million. In 2006, the group posted consolidated net profit of €154 million.

Site: www.bureauveritas.fr