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A clarification by BNP Paribas on Consors France

  • 30.05.2002
The BNP Paribas group indicated in a declaration of intention published on 17 May 2002 that it was not legally bound to make a mandatory public offer for the capital of Consors France, but that it was not excluding buying supplementary shares in the course of the next 12 months.

As was also stated in this declaration, BNP Paribas is engaged with the teams of Consors Discount-Broker A.G. in a process aiming at defining a common industrial project. Consors France is part of this reflection process within the framework of which working groups will be brought together and will be meeting according to a precise schedule.

This schedule was defined as follows and was announced on 30 April 2002:

- 2 weeks after the announcement : nomination of the Steering Committee, which has been done,
- 2 months after the announcement : nomination of the principal managers and the organisation of the working groups,
- 2 quarters after the announcement : results of the working groups and launch of implementation.

It will only be at the end of this methodical process that this project and the details of its implementation will be determined. This will be at the end of the year at the latest and the markets, of course, will be informed in due course. In the meantime, BNP Paribas will not acquire in any way supplementary shares in Consors France, not even in the form of a public offer.

The first stage has been accomplished with the creation on 17 May 2002 of a Steering Committee comprised of representatives from Cortal and the Consors group. Moreover, BNP Paribas has named 4 new members on the Discount-Broker AG supervisory board and will propose at the next Consors France general meeting of shareholders, which will be held on 28 June 2002, the recomposition of Consors France supervisory board so that it includes 6 members, including 4 who will represent the majority shareholder, the Consors group (among them are M. Olivier Le Grand and 2 current members, MM. Karl-Matthäus Schmidt and Uwe Schroeder-Wildberg) as well as M. Thierry Leyne and an independent person. It will be proposed that the new supervisory board will be chaired by M. Olivier Le Grand and will proceed to recompose the Management Committee.

Regarding BNP Paribas declarations on the value of Consors France made at the press conference of 30 April 2002, they resulted from the rumours that were circulating during the sale process of Schmidtbank's share holding in Consors Discount-Broker AG about the paid price and which had been denied publicly by BNP Paribas.

Any statements BNP Paribas made on the value of Consors France were designed to attract the attention of the market to the fact that Consors France share price at the time of the announcement of the deal was not in line with the value of Consors Discount-Broker AG resulting from the transaction.

BNP Paribas would like to mention for this purpose that the price paid to Schmidtbank for the acquisition of 66.43% of Consors Discount Borker AG was 287 M Euro (9.08 Euro per share) and that the total price for this company would reach 485 M Euro in case of a 100% acquisition (the shares which will be acquired during the mandatory public offer on Consors Discount Broker AG will be paid 12.4 Euros per share, i.e. the minimum price required by German take over legislation).
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