Alix Partners

Sale process for up to 51.25% of the share capital of SMCP

Sale process for up to 51.25% of the share capital of SMCP

London, Luxembourg. 27 November 2025.

Following the restitution on 11 August 2025 to European Topsoho S.à r.l. (“ETS”) of shares representing 15.46% of SMCP S.A. (“SMCP”) and authorisation by the Luxembourg District Court to sell such shares on 21 November 2025, each of ETS, represented by the curator over its estate in accordance with Luxembourg law, Max Mailliet (the “Curator”), and Alastair Beveridge and Daniel Imison of AlixPartners UK LLP (the “Receivers”), have independently appointed Lazard Frères S.A.S. (“Lazard”) as financial advisor to conduct a private sale process for shares representing up to 51.25% of the share capital of SMCP.

The shares subject to the contemplated sale are as follows:

• 28.03% of the share capital under the possession of GLAS S.A.S. (London Branch), acting as trustee of the due and payable bonds issued by ETS (the “Trustee”)¹;
• 7.76% of the share capital held by ETS, over which the Receivers have been appointed by the Trustee under English law; and
• 15.46% of the share capital held by ETS, under the control of the Curator in accordance with Luxembourg law.

Throughout the sale process, the Curator and the Receivers will act fully independently and each of them will decide whether it elects to accept any of the offers that may be received through Lazard, with due compliance with the obligations arising from their respective mandates under Luxembourg and English law.

The market will be kept informed by each of the Curator and the Receivers of the outcome of the sale process. If, and only if, the sale results in a transfer of more than 30% of the share capital or voting rights of SMCP to a single acquirer (or to several acquirers acting in concert), the acquirer will be required to file a mandatory tender offer for the remaining share capital and voting rights of SMCP. There can be no assurance at this stage as to the outcome of the sale process.

For further information, interested parties may contact Lazard at: wgsmcp@lazard.com.

¹         The Receivers will be appointed by the Trustee over such shares prior to closing subject to the provision of a waiver from the AMF in respect of the temporary aggregation of more than 30% of the share capital and voting rights in the hands of the Receivers.