JCDecaux announces the filing of share buyback offer

JCDecaux SA (Euronext Paris: DEC), the number one outdoor advertising company worldwide, announces in the context of its share buy-back program the filing of simplified tender offer for 12,500,000 JCDecaux shares, representing 5.57% of the share capital (as of April 30, 2015), at a price per share of €40. If the full number of shares subject to the offer are tendered, the total consideration will be €500 million.

As announced, the offer is made for the purpose of optimizing the financial structure of JCDecaux. The offer will primarily be funded from the own resources of the company and in part by drawing on an existing credit facility.

This transaction will:

- offer shareholders who wish to tender their shares, the opportunity to sell a portion of their shares at a price reflecting a premium of 9% to the closing stock price of today, a premium of 21.8% to the closing stock price on March 4, 2015, the day before the announcement of the transaction on March 5, 2015, and a premium of 22.7% to the weighted average trading price for the 1-month period before that date;

- increase the earnings per share and optimize the company’s financial structure without penalizing its capacity to continue both organic and external growth.

JCDecaux Holding, which holds the Decaux family’s stake in JCDecaux, representing 64.34% of the share capital of JCDecaux, as well as Messrs. Jean-Claude Decaux, Jean-François Decaux, Jean-Charles Decaux and Jean-Sébastien Decaux and Mrs. Danielle Decaux, have indicated that they will tender all of their shares in the simplified tender offer. The number of their shares tendered to the offer will be reduced on an equal basis pro rata to the shares tendered by all other shareholders.

All shares repurchased in the context of the simplified tender offer will be canceled in accordance with the objectives of the share buyback program.

The Supervisory Board (Conseil de Surveillance) of JCDecaux, at a meeting today, issued a favorable opinion on the simplified tender offer. The Supervisory Board (Conseil de Surveillance) made its decision on the basis, inter alia, of the report issued by Finexsi, acting as independent expert, which opined, based on a multi-criteria valuation approach, that the offer price is fair from a financial perspective.

The decision of the Supervisory Board (Conseil de Surveillance) and the conclusions of the independent expert on the simplified tender offer, as well as other information required in accordance with articles 231-16 and 231-26 of the general regulations of the Autorité des marchés financiers (AMF), are annexed hereto.

The terms of the Offer remain subject to the review of the AMF. For information purposes, it is contemplated that the Offer be open from June 11 to July 8, 2015.

Disclaimers

This communication is for information purpose only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities of JCDecaux or an offer to sell in any countries, including France.

In accordance with French law, the required documentation regarding the simplified cash tender offer, including the terms and conditions of the offer, will be submitted to the AMF. The offer may only start after receiving the approval of the AMF.

Distribution, publication or dissemination of this communication in certain countries may constitute a breach of the applicable laws and regulations. Consequently, persons physically located in countries in which this communication is distributed, published or disseminated shall inquire about such applicable laws and regulations and comply with them.