STJ advises on the fourth and last sell-down in Ayvens for c. €940m representing 10.6% of the company
2025
On 3rd November 2025, STJ priced a fourth and last sell-down in Ayvens on behalf of TDR Capital, ATP, ADIA, GIC and PGGM for c. €940m representing 10.6% of the company. This is the largest French ECM transaction over the past 18 months.
Upsized into a clean-up trade and supported by an order from Ayvens as part of an announced buy-back and an anchor from a previous deal returning in size, this successful transaction reflects the outcome of the continuing monetisation process we began with our client in May this year (and which continued many years’ previous advice on LeasePlan pre and post its merger into Ayvens).
This fourth sell-down means that STJ has advised the Consortium in realising more than €2.2bn in proceeds, successfully selling c.28% of Ayvens’ share capital over a period of five months. Over the four trades, the Consortium monetised over 170 days’ worth of share volume, breaking lock-up 3 times with the support of reverse investor demand, an improving share price, and enhanced share liquidity.
The share price has opened well above the placement price - an encouraging demonstration of how effectively equity capital markets can support sizable transactions when guided by careful execution and thoughtful advice.
Key highlights
- The sell-down last night took place two weeks ahead of the lock-up expiry (due on the 15th), with the stock having gained 16% since the previous sale in September and more than 80% over the past year. This followed a strong set of Q3 results announced on 30 October, which included a €360m share buyback programme and a €340m special dividend. Supported by strong investor indications of interest - including sizeable anchor reverse enquiries and appetite for a meaningful order from the company - STJ recommended an opportunistic launch on Monday.
- STJ worked closely with all stakeholders to secure a waiver from SG Group on the restrictions set out in the shareholder agreement, which would have otherwise limited the size of an initial, well-oversubscribed transaction. This approval enabled the Consortium to substantially increase the deal size, sell beyond the existing lock-up restrictions, and execute a full clean-up in response to strong investor demand.
- The final sell-down amounted to €940m, representing approximately 10.6% of Ayvens’ share capital - the equivalent of 48 trading days. STJ worked closely with the company and shareholders to facilitate Ayvens’ participation in the transaction, with the company placing an order of €275m (c.75% of its buyback programme). The book was strongly supported by anchor and long-term fundamental investors who have backed the Ayvens story in recent months.
- Final pricing reflected a c.4.7% discount to the closing price and a c.7.4% premium to Ayvens’ share price prior to last week’s results - well inside the market average for recent similarly sized ABBs, which priced at around a 5.7% discount. Investors participating in the transaction will also be eligible for a €0.42 per share dividend, payable in mid-December.
