LVMH/HERMES INTL: WHAT’S THE POINT OF HAVING RULES ON THRESHOLD EXCEEDING IF THESE CAN BE AVOIDED?

The announcement by LVMH that it holds nearly 15% of the capital following the unwinding of the Equity
Swap unavoidably alerts us to the growing gap between the letter and the spirit of financial practices.
While LVMH insisted on the fact that it strictly applied French legislation, shouldn’t we question this public
announcement at the end of October, when changes in the rules on threshold-exceeding at the end of
January laid down a period of nine months to comply.

The AMF [Autorité des Marchés Financiers - Financial Markets Authority] had modified its current rules on
threshold-exceeding after long discussions led in collaboration with experts, to incorporate within the rules
all transactions that might lead one day to the holding of more shares and thus exceeding the critical
threshold of 5%, with the aim of encouraging transparency, which is the key to confidence in the financial
markets.

In view of the different communiqués and analyses, it seems that the AMF will have to take up a position
based on the fact that, on 24 October, amendments were agreed with the counterparties on equity swap
contracts that had to be closed in cash (and not in shares), which had allowed LVMH not to declare
exceeded thresholds since no shares should have been received.

Is it not also right to question the ethics of the intermediaries who proposed/accepted such a modification
without querying the aim of the operation and therefore whether the spirit of the rules had been adhered
to?

This question had, moreover, been brought up at the time of the Eiffage operation, when the courts ruled
against the Spanish raider, which then had to close its position.
However, it also poses the question of funds, since who could believe that the purchase of these swap
contracts, occurring eventually on almost 50% of the float, had no connection with the security’s volatility
and its rise to levels that were considered exorbitant by most analysts?

Even if ethics are often decried in the world of finance, this type of behaviour cannot help but worry many
investors and medium-sized listed businesses that question the behaviour and practices of some
intermediaries. The current penalty (loss of voting rights for several years) is clearly insufficient in
discouraging those who rely on rules that cannot instantly respond to the constant inventiveness of
financial intermediaries and their lawyers!

Respect of certain ethical rules is probably one of the keys to a return of confidence on financial markets
and collectively we must make every effort to respect them in order to accompany businesses in their
development and preserve those that succeed as a result of purely financial strategies that do not respect
the spirit of the rules.

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