(News Bulletin 247) – Trading in the shares of the Marseille-based company specializing in renewable energies and travel resumes under normal conditions this Monday. IDSud announced last Tuesday its intention to launch a share buyback operation consisting of exchanging its own shares for FDJ securities. Its majority shareholders will subsequently launch a simplified public purchase offer with a view to delisting ID Sud.

The IDSud stock is trading at 185 euros this Monday morning, a week after the company announced its intention to initiate a proposed public buyout offer (OPRA) targeting its own shares listed on Euronext Growth, the flagship compartment of small and mid-caps.

The resumption of trading of the stock was chaotic. Trading was to resume last Wednesday, the day after the announcement of the operation, but without success given the influx of purchase orders. On Friday, only a discreet exchange at 186 euros was recorded at 5:35 p.m., i.e. at the close of the Paris Stock Exchange.

Remember that the stock had been suspended from trading since January 25 at the request of the Marseille company, “pending a press release” according to the formula well known to those familiar with the financial markets.

Last Tuesday, IDSud therefore revealed the reasons for this suspension. The company offered to exchange one of its shares for 5 Française des Jeux shares. In detail, this parity reflects a premium of 101.1% compared to the closing price of the IDSud share on January 24, 2024, i.e. 90 euros, and on the basis of the FDJ share price on this same date of 36.20 euros.

Usually, the initiator of the offer offers to its unit holders to repurchase their shares with a view to canceling them with a cash payment in return. But IDSud itself being listed on the Stock Exchange, it was therefore already a very indirect way of betting on Française des Jeux on the Stock Exchange, because a large part of its assets is made up of securities of the games of chance operator. IDSud will thus offer its unitholders the opportunity to invest directly in FDJ shares during this OPRA with an unusual structure.

Originating from a “Change de la Bourse” company created in 1850, the Marseille-based company owns a stake in FDJ which was allocated to it in the 1970s as part of a partnership with the National Lottery to distribute lottery tickets. in Bouches-du-Rhône. ID Sud currently holds 1.42% of the capital of FDJ. The company reduced its stake over time, since it had in its hands 2.626% of FDJ’s capital before the gaming operator’s IPO in 2019.

The Marseille company is a shareholder of FDJ alongside a host of surprising investors such as the federation of game brokers-distributors, the Union des Blessés de la Face et de la Tête (a charitable association) which holds a little more of 10% of the capital. Without forgetting the State which still owns a little more than 20% of the shares of the gaming operator, despite the sale of more than 50% of the capital during the IPO in November 2019.

A liquidity opportunity

As part of this operation, IDSud therefore proposes to repurchase all of the shares not held by its reference shareholder, i.e. 28.04% of its capital. As it proposes to buy back more than 10%, the company is forced by stock market regulations to launch an OPRA.

According to the company, the OPRA “will constitute a liquidity opportunity for shareholders”, and will allow them “to sell their shares, for FDJ shares whose liquidity is very clearly greater than that of IDSud.

The Marseille company is not at its first attempt. In July 2021, IDSud offered to swap one of its shares for 4 French Games shares. On this occasion, the Luciani family increased its stake in IDSud with 61.95% of the capital in its hands.

According to the timetable envisaged by ID Sud, the OPRA project will be submitted to the Financial Markets Authority in the second quarter of 2024. It will however be subject to validation at an Extraordinary General Meeting which should meet before April 30. .

Several shareholders have already committed to contribute to the OPRA, which should allow the Luciani family to hold at least 88.18% of the capital and 93.67% of the voting rights of ID Sud after the capital reduction following the OPRA.

A subsequent delisting

IDSud has also been informed that its majority shareholder, namely the Luciani family, plans to initiate, subject to the completion of the OPRA, a simplified public purchase offer (OPAS) targeting the balance of the shares that it does not hold. not after the planned capital reduction.

During this second operation, the Luciani family will buy back the last shares in circulation in cash, if all the securities are not contributed to the OPRA. The unit price will be set at the latest on the date of filing of the transaction with the AMF, and would be equal to 5 times the FDJ share price at the close of the session the day before filing of the draft transaction. OPAS, which would be triggered during the second half of 2024.

If the shareholder reaches the fateful threshold of 90% of the capital at the end of this operation, it then provides for the implementation of a compulsory withdrawal procedure. In other words, IDSud will leave the Parisian market almost 40 years after its first steps on the Marseille Stock Exchange in 1985 under the name Change de la Bourse.

The company thus intends to join a fairly large list of companies which have decided to leave the Parisian market after a buyout or because their reference shareholder no longer sees much interest in remaining listed on the stock exchange. In 2023, 31 companies like Somfy, Vlimorin or Keyrus have turned their backs on the Paris Stock Exchange, according to the 15th barometer of public offerings from the EY firm.