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Derichebourg S.A. (“Derichebourg”) has filed with the French Financial Markets Authority (the Autorité des Marchés Financiers) an amendment to its universal registration document

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Paris, France — June 7, 2021

Derichebourg S.A. (“Derichebourg”) has filed with the French Financial Markets Authority (the Autorité des Marchés Financiers) an amendment to its universal registration document, which includes, among other things, information related to the previously announced acquisition by its subsidiary Derichebourg Environnement of 100% of the capital of Groupe Ecore Holding S.A.S. (together with its subsidiaries, “Ecore”). This press release presents selected highlighted information from the amendment, which can be found on Derichebourg’s website at www.derichebourg.com.

Description of Ecore

Ecore is one of the leading French metal recycling companies, integrated from the collection of waste to the sale of recycled materials. As of March 31, 2021, Ecore operated at 83 sites in the world, mainly in France, with other sites in Belgium, Switzerland, Romania, Hungary and Luxembourg. Ecore primarily sells ferrous metals such as scrap iron (81% of volumes sold for the twelve months ended March 31, 2021), non-ferrous metals such as aluminum, stainless steel, copper and brass (6% of volumes sold for the twelve months ended March 31, 2021), other materials, such as paper, plastic and cardboard (12% of volumes sold for the twelve months ended March 31, 2021) and battery lead (1% of volumes sold for the twelve months ended March 31, 2021). Ecore focuses primarily on: (i) collecting waste through its large and dense local networks; (ii) employing its industrial facilities to sort and process the waste it collects and to provide its customers with large volumes of quality recycled materials; and (iii) leveraging its logistical capabilities and access to deep-sea harbors to promptly respond to market conditions in the areas in which it operates.

For the twelve months ended March 31, 2021, Ecore generated €1,067.4 million of revenue and EBITDA of €77.5 million, and sold 2,460,000 tons of ferrous metal and 235,000 tons of non-ferrous metals. Ecore has approximately 1,300 employees.

Strategic interest of the transaction

The Derichebourg group wishes to increase its presence in the European and global market for the sale of ferrous metals and non-ferrous metals, because it firmly believes that demand will continue to grow in the years to come, as the use of recycled raw materials helps to limit global warming when compared to metal production using an equivalent amount of non-recycled raw materials.

Selected financial and operational information for the combined group

Assuming the acquisition is completed, and subject to any undertakings that may be negotiated with the relevant anti-trust authorities, certain selected financial and operational figures for the new combined group would be as follows:

Pro forma revenue

€3,880 million

(1)

Pro forma Recurring EBITDA

€341 million

(1)

Pro forma Recurring EBITDA adjusted for anticipated synergies

€362 million

(1)

Annual volume of sold ferrous metals

5,963 kt

(1)

Annual volume of sold non-ferrous metals

812 kt

(1)

Estimated market share for metal waste recycling in France

30% to 35%

Employees

43,300

Of which recycling employees

4,300

(1) : for the 12 month period ended March 31, 2021

Pro forma financial information

Selected information from the pro forma income statement and balance sheet are annexed to this press release.

Synergies

The Derichebourg group has estimated that it could achieve synergies in an aggregate amount of €21 million with the acquisition of the full Ecore group, of which €11 million is related to savings in transportation costs due to an improved territorial network. The Derichebourg group intends to reinvest a significant portion of the expected synergies into investments having a positive environmental impact as well as an economic benefit, which will be made possible as a result of the improved territorial network.

Leverage ratio and liquidity

The group’s leverage ratio (Net debt/adjusted recurring EBITDA for the 12 months ended March 31, 2021) would be 2.2x, and the liquidity margin of the Derichebourg group after the entry into the financing for the acquisition and after completing the acquisition would be greater than €500 million.

Expected timing of completion for the transaction

The pre-notification file is being reviewed by the DG-COMP in Brussels.

The completion of the acquisition is expected between September and December 2021.

Cautionary statement

This press release constitutes a public disclosure of inside information by Derichebourg under Regulation (EU) 596/2014 (16 April 2014) and Implementing Regulation (EU) No 2016/1055 (10 June 2016).

Forward-looking statements

This press release may include forward-looking statements. These forward- looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, ‟estimates”, ‟anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding Derichebourg’s or its affiliates’ intentions, beliefs or current expectations concerning, among other things, Derichebourg’s or its affiliates’ results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which they operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and that Derichebourg’s or its affiliates’ actual results of operations, financial condition and liquidity, and the development of the industries in which they operate may differ materially from those made in or suggested by the forward- looking statements contained in this press release. In addition, even if Derichebourg’s or its affiliates’ results of operations, financial condition and liquidity, and the development of the industries in which they operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.

The forward-looking statements and information contained in this announcement are made as of the date hereof and Derichebourg undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.


Annex: Selected figures from the pro forma income statement and balance sheet

Selected pro forma income statement information

(in millions of euros)

Pro forma for the 12 months ended March 31, 2021

Pro forma for the year ended September 30, 2020

Change

Revenue

3,879.7

3,345.2

16.0%

Of which Environmental Services

3,057.5

2,508.0

21,9%

Of which Multiservices

821.1

836.2

(1.8%)

Recurring EBITDA

341.0

229.7

48.5%

Of which Environmental Services

302.2

194.8

55.1%

Of which Multiservices

45.7

44.0

3.9%

Recurring operating profit

177.4

68.9

157.4%

Of which Environmental Services

167.7

62.9

166.5%

Of which Multiservices

20.0

18.1

10.3%

Non-recurring items, net

0.8

4.9

(83.7%)

Operating profit

178.2

73.8

141.3%

Net financial expenses

(29.7)

(42.4)

(30.0%)

Foreign exchange and other gains and losses

(2.5)

(3.0)

(14.6%)

Profit before taxes

146.0

28.4

413.2%


Pro forma balance sheet

(in millions of euros)

March 31, 2021
pro forma

Goodwill

510.7

Intangible assets

7.9

Right of use intangible assets

3.6

Property, plant and equipment

679.6

Right of use tangible assets

264.7

Financial assets

23.9

Investments in associates and joint-ventures

11.6

Deferred tax

71.0

Total non-current assets

1,573.0

Inventories

210.9

Trade receivables

480.7

Tax receivables

5.7

Other assets

100.3

Financial assets

20.0

Cash and cash equivalents

336.2

Financial instruments

1.4

Total current assets

1,155.1

Total non-current assets and groups of assets held for sale

0.8

Total assets

2,728.9


(in millions of euros)

March 31, 2021
pro forma

Group shareholders’ equity

595.1

Non-controlling interests

7.4

Total shareholders’ equity

602.4

Financial borrowings and debts

875.5

Provision for pensions and similar benefits

52.0

Other provisions

41.8

Deferred taxes

25.3

Other liabilities

4.9

Total non-current liabilities

999.5

Financial borrowings and debts

242.0

Provisions

5.8

Trade payables

579.1

Tax payables

29.7

Other liabilities

268.5

Financial instruments

1.9

Total current liabilities

1,127.0

Total liabilities related to a group of assets held for sale

0.0

Total liabilities

2,728.9

Attachment


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