Sec Form 13D Filing - Bpifrance Participations SA filing for VALNEVA SE SPONSORED ADS (VALN) - 2022-11-16

Insider filing report for Changes in Beneficial Ownership

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  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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  UNITED STATES  
  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Valneva SE

(Name of Issuer)

 

Ordinary Shares, nominal value €0.15 per share

(Title of Class of Securities)

 

92025Y103 (American Depositary Shares, each representing two ordinary shares)

(CUSIP Number)

 

Sophie Paquin

Bpifrance Participations S.A.

6-8, boulevard Haussmann

75009 Paris

France

+33 1 53 89 55 73

 

With copy to:

John C. Partigan

Nixon Peabody LLP

799 9th Street NW, Suite 500

Washington, DC 20001

(202) 585-8000

((Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

June 23, 2022

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

 

 

 

CUSIP No. 92025Y103
  1 Name of Reporting Person
Bpifrance Participations S.A.
  2 Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
  3 SEC Use Only
  4 Source of Funds
WC
  5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
  6 Citizenship or Place of Organization
France
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7 Sole Voting Power
0
 
8 Shared Voting Power
9,547,269 Ordinary Shares; 17,004,054 Voting Rights
 
9 Sole Dispositive Power
0
 
10 Shared Dispositive Power
9,547,269 Ordinary Shares; 17,004,054 Voting Rights
 
  11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,547,269 Ordinary Shares; 17,004,054 Voting Rights
 
  12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
 
  13 Percent of Class Represented by Amount in Row (11)
6.9% of the Ordinary Shares; 10.6% of the Voting Rights1 
 
  14 Type of Reporting Person (See Instructions)
OO
           

 
1 Percentage of class is calculated based on 138,354,982 Ordinary Shares outstanding and 160,908,132 Voting Rights as of October 31, 2022, as reported by Valneva SE on November 4, 2022.

 

Page 2 of 10 Pages

 

 

CUSIP No. 92025Y103
  1 Name of Reporting Person
Caisse des dépôts et consignations
  2 Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
  3 SEC Use Only
  4 Source of Funds
WC
  5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
  6 Citizenship or Place of Organization
France
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7 Sole Voting Power
2,069,552 Ordinary Shares; 2,069,552 Voting Rights
 
8 Shared Voting Power
9,547,269 Ordinary Shares; 17,004,054 Voting Rights
 
9 Sole Dispositive Power
2,069,552 Ordinary Shares; 2,069,552 Voting Rights
 
10 Shared Dispositive Power
9,547,269 Ordinary Shares; 17,004,054  Voting Rights
 
  11 Aggregate Amount Beneficially Owned by Each Reporting Person
11,616,821 Ordinary Shares; 19,073,606 Voting Rights
 
  12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
 
  13 Percent of Class Represented by Amount in Row (11)
8.4% of the Ordinary Shares; 11.8% of the Voting Rights2 
 
  14 Type of Reporting Person (See Instructions)
OO
           

 
2 Percentage of class is calculated based on 138,354,982 Ordinary Shares outstanding and 160,908,132 Voting Rights as of October 31, 2022, as reported by Valneva SE on November 4, 2022.

 

 

Page 3 of 10 Pages

 

 

CUSIP No. 92025Y103
  1 Name of Reporting Person
EPIC Bpifrance
  2 Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
  3 SEC Use Only
  4 Source of Funds
WC
  5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
  6 Citizenship or Place of Organization
France
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7 Sole Voting Power
0
 
8 Shared Voting Power
9,547,269 Ordinary Shares; 17,004,054 Voting Rights
 
9 Sole Dispositive Power
0
 
10 Shared Dispositive Power
9,547,269 Ordinary Shares; 17,004,054 Voting Rights
 
  11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,547,269 Ordinary Shares; 17,004,054 Voting Rights
 
  12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
 
  13 Percent of Class Represented by Amount in Row (11)
6.9% of the Ordinary Shares; 10.6% of the Voting Rights3 
 
  14 Type of Reporting Person (See Instructions)
OO
           

 
3 Percentage of class is calculated based on 138,354,982 Ordinary Shares outstanding and 160,908,132 Voting Rights as of October 31, 2022, as reported by Valneva SE on November 4, 2022.

 

Page 4 of 10 Pages

 

 

CUSIP No. 92025Y103
  1 Name of Reporting Person
Bpifrance S.A.
  2 Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
  3 SEC Use Only
  4 Source of Funds
WC
  5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
  6 Citizenship or Place of Organization
France
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7 Sole Voting Power
0
 
8 Shared Voting Power
9,547,269 Ordinary Shares; 17,004,054 Voting Rights
 
9 Sole Dispositive Power
0
 
10 Shared Dispositive Power
9,547,269 Ordinary Shares; 17,004,054 Voting Rights
 
  11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,547,269 Ordinary Shares; 17,004,054 Voting Rights
 
  12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
 
  13 Percent of Class Represented by Amount in Row (11)
6.9% of the Ordinary Shares; 10.6% of the Voting Rights4 
 
  14 Type of Reporting Person (See Instructions)
OO
           

 

4 Percentage of class is calculated based on 138,354,982 Ordinary Shares outstanding and 160,908,132 Voting Rights as of October 31, 2022, as reported by Valneva SE on November 4, 2022.

 

Page 5 of 10 Pages

 

 

Item 1. Security and Issuer.

 

This Schedule 13D (the “Schedule 13D”) relates to the Ordinary Shares, nominal value €0.15 per share (the “Ordinary Shares”) of Valneva SE (the “Issuer”). The Issuer’s principal executive offices are located at 6 rue Alain Bombard, 44800 Saint-Herblain, France.

 

Item 2. Identity and Background.

 

This Schedule 13D is filed jointly by (i) Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France (“Bpifrance Participations”), (ii) Caisse des dépôts et consignations, a French special public entity (établissement spécial) (“CDC”), (iii) EPIC Bpifrance, a French public institution of industrial and commercial nature (“EPIC”), and (iv) Bpifrance S.A. (“Bpifrance”), a société anonyme incorporated under the laws of the Republic of France. Bpifrance Participations, CDC, EPIC and Bpifrance are referred to herein collectively as the “Reporting Persons.” The principal address for Bpifrance Participations , EPIC and Bpifrance is 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. The principal address for CDC is 56, rue de Lille, 75007 Paris, France.

 

Bpifrance Participations is a French public investment entity specializing in the business of equity financing via direct investments or fund of funds. Bpifrance Participations is a subsidiary owned at 99.99% by Bpifrance, a French credit institution. CDC and EPIC each hold 49.2% of the share capital of Bpifrance and jointly control Bpifrance. CDC is principally engaged in the business of long-term investments. EPIC, a French public institution of industrial and commercial nature, is principally engaged in the business of banking finance.

 

Bpifrance may be deemed to be the beneficial owner of shares held by Bpifrance Participations indirectly through its 99.99% ownership of Bpifrance Participations. CDC and EPIC may be deemed to be the beneficial owners of shares held by Bpifrance Participations indirectly through their joint ownership and control of Bpifrance.

 

Attached as Appendices A, B, C and D to Item 2 is information concerning the executive officers and directors of Bpifrance Participations, CDC, EPIC and Bpifrance, respectively, required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.

 

None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Appendices A, B, C and D to Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

Bpifrance Participations used its working capital to purchase the Ordinary Shares.

 

Item 4. Purpose of Transaction.

 

Ownership is stated as of November 15, 2022 and the ownership percentages are calculated based on 138,354,982 Ordinary Shares outstanding and 160,908,13 Voting Rights as of October 31, 2022, as reported by the Issuer on November 4, 2022.

 

All of the Ordinary Shares that are held of record by the Reporting Persons as reported herein were acquired for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional Ordinary Shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the Ordinary Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.

 

Page 6 of 10 Pages

 

 

Except as set forth above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters.

 

Item 5. Interest in Securities of the Issuer.

 

Please see Items 5, 6, 7, 8, 9 and 11 of each cover sheet for each filing entity.

 

As of November 15, 2022, (i) Bpifrance Participations held directly 9,547,269 Ordinary Shares and 17,004,054 Voting Rights, and (ii) CDC Croissance S.A., a wholly-owned subsidiary of CDC (“CDC Croissance”), held directly 2,069,552 Ordinary Shares and 2,069,552 Voting Rights. Neither Bpifrance nor EPIC held any Ordinary Shares directly.  Bpifrance may be deemed to be the beneficial owner of 9,547,269 Ordinary Shares and 17,004,054 Voting Rights indirectly through its 99.99% ownership of Bpifrance Participations. EPIC may be deemed to be the beneficial owner of 9,547,269 Ordinary Shares and 17,004,054 Voting Rights indirectly through its joint ownership and control of Bpifrance. CDC may be deemed to be the beneficial owner of (x) 11,616,821 Ordinary Shares and 19,073,606 Voting Rights, indirectly through its joint ownership and control of Bpifrance and (y) 2,069,552 Ordinary Shares and 2,069,552 Voting Rights, indirectly through its ownership of CDC Croissance.

 

The ownership percentages are calculated based on 138,354,982 Ordinary Shares outstanding and 160,908,13 Voting Rights as of October 31, 2022, as reported by the Issuer on November 4, 2022.

 

(a) See also the information contained on the cover pages of this Schedule 13D, which is incorporated herein by reference.

 

(b) See the information contained on the cover pages of this Schedule 13D, which is incorporated herein by reference.

 

(c) There have been no reportable transactions with respect to the Ordinary Shares of the Issuer within the last 60 days by the Reporting Persons other than as described in this Schedule 13D below:

 

Bpifrance Participations effected the following transactions:

 

Date  Transaction  Amount of
Shares
   Average Per
Share Price
(EUR)
   How Effected
09/29/2022  Purchase   1,020,408    4.9   Capital Increase
11/11/2022  Sale   -10,838    7.0107       Open Market
11/14/2022  Sale   -64,454    7.1347       Open Market
11/15/2022  Sale   -17,325    7.0548       Open Market

 

Page 7 of 10 Pages

 

 

Caisse des dépôts et consignations effected the following transactions:

 

Date  Transaction  Amount of
Shares
   Average Per
Share Price
(EUR)
   How Effected
09/13/2022  Purchase   10,820    8.4   Open Market
09/14/2022  Purchase   55,773    8.3243   Open Market
09/15/2022  Purchase   20,738    8.3773   Open Market
09/16/2022  Purchase   34,569    8.215   Open Market
09/30/2022  Purchase   259,516    4.9   Open Market
09/30/2022  Purchase   432,526    4.9   Open Market
09/30/2022  Purchase   40,000    5.1636   Open Market
09/30/2022  Purchase   80,000    5.1636   Open Market
10/03/2022  Purchase   20,000    5.2831   Open Market
10/04/2022  Purchase   20,000    5.5851   Open Market
10/05/2022  Purchase   18,400    5.6708   Open Market
10/06/2022  Purchase   8,876    5.6996   Open Market
10/18/2022  Purchase   25,000    6.7275   Open Market
10/19/2022  Purchase   24,998    6.3927   Open Market
10/20/2022  Purchase   25,001    6.2483   Open Market
10/21/2022  Purchase   25,001    6.3451   Open Market
10/24/2022  Purchase   138    6.4985   Open Market
10/25/2022  Purchase   3,318    6.4354   Open Market
10/26/2022  Purchase   1,415    6.4812   Open Market
10/27/2022  Purchase   10,065    6.6893   Open Market
10/29/2022  Purchase   10,064    6.6176   Open Market

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

During the Issuer’s Annual General Meeting held on June 23, 2022, the Issuer’s shareholders appointed two new Supervisory Board members, one of which was Bpifrance Participations, for a three-year term. The representative for Bpifrance Participations is Maïlys Ferrère, who is a Director of Large Venture Investments at Bpifrance Participations.

 

Page 8 of 10 Pages

 

 

Item 7.Material to Be Filed as Exhibits.
     
Exhibit   Description
99.1   Joint Filing Agreement, dated as of November 15, 2022, by and among the Reporting Persons.

 

Page 9 of 10 Pages

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: November 15, 2022

 

  Bpifrance Participations S.A.
       
  By: /s/ Sophie Paquin
  Name: Sophie Paquin
  Title: Director of Legal Affairs
     
  Caisse des dépôts et consignations
       
  By: /s/ Laurence Giraudon
  Name: Laurence Giraudon
  Title: Chief Operating Officer, Finance and Operations Department, Asset Management Division
     
  EPIC Bpifrance
     
  By: /s/ Sophie Paquin
  Name: Sophie Paquin
  Title: Director of Legal Affairs
       
  Bpifrance S.A.
       
  By: /s/ Boubakar Dione
  Name: Boubakar Dione
  Title: Group Director of Legal Affairs

 

Page 10 of 10 Pages

 

 

APPENDIX A

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

BPIFRANCE PARTICIPATIONS S.A.

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance Participations S.A. are set forth below. The business address of each director and executive officer is Bpifrance Participations S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

 

BOARD OF DIRECTORS

 

Name   Present Principal Occupation or Employment
NICOLAS DUFOURCQ   Director, Chairman, Chief Executive Officer of Bpifrance Participations, and Chief Executive Officer of Bpifrance
     
CAROLE ABBEY DUVAL   Director, Head of the Steering Department of strategic holdings at Caisse des Dépôts
     
REMI FOURNIAL   Director, Head of M&A at Groupe Caisse des Dépôts
     
FREDERIC SAINT-GEOURS    Director, Director of Société nationale SNCF
     
FRENCH STATE, represented by CHARLES SARRAZIN   Director, in charge of shareholding interests in the Service & Finance sectors, Agence des Participations de l’Etat (French State Shareholding Agency) 
     
CONSTANCE VALIGNY   Director, Assistant Director for macroeconomic policies, Direction Générale du Trésor (French Treasury)
     
CHLOE MAYENOBE   Director, Chief Growth Officer and General Representative at Solarisbank
     
VICTOIRE AUBRY   Director, Chief Financial Officer of Icade
     
CAROLINE PAROT   Director, CEO of Europcar Mobility Group
     
ROMAIN BONENFANT   Director, Chief, Service of Industry, General Directorate for Companies of the Ministry of Economy and Finance

 

EXECUTIVE OFFICERS

 

Name   Present Principal Occupation or Employment
NICOLAS DUFOURCQ   Chief Executive Officer
     
JOSÉ GONZALO   Executive Director
     
PIERRE BENEDETTI   Chief Financial Officer 

 

1

 

 

APPENDIX B

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

CAISSE DES DÉPÔTS ET CONSIGNATIONS

 

The name, business address and present principal occupation or employment of each of the members of the Management Committee of Caisse des Dépôts et consignations are set forth below. The business address of each director and executive officer is Caisse des Dépôts et consignations, c/o 56, rue de Lille, 75007 Paris, France. Unless otherwise indicated, each such person is a citizen of France.

 

MANAGEMENT COMMITTEE

 

Name    Present Principal Occupation or Employment 
ERIC LOMBARD   Chief Executive Officer of Caisse des Dépôts et consignations
     
OLIVIER SICHEL   Deputy Chief Executive Officer of Caisse des Dépôts et consignations
     
NICOLAS DUFOURCQ   Chief Executive Officer of Bpifrance
     
VIRGINIE CHAPRON-DU-JEU   Director of Finance for the Caisse des Dépôts et consignations Group
     
PIERRE CHEVALIER   Head of Legal and Tax Department
     
NATHALIE TUBIANA   Risk Director of the Caisse des Dépôts et consignations Group
     
OLIVIER MAREUSE   Chief Investment officer - Director of Savings Funds at Caisse des Dépôts et consignations
     
CATHERINE MAYENOBE   Secretary General of Caisse des Dépôts et consignations Group
     
SOPHIE QUATREHOMME   Group Corporate Communications Director
     
MICHEL YAHIEL   Pensions and Solidarity Director
     
ANTOINE SAINTOYANT   Director of strategic holdings at Caisse des Dépôts et consignations

 

2

 

 

APPENDIX C

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

EPIC BPIFRANCE

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of EPIC Bpifrance are set forth below. The business address of each director and executive officer is EPIC Bpifrance, 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

 

DIRECTORS

 

Name    Present Principal Occupation or Employment 
CHRISTIAN BODIN   Director, Chairman, Chief Executive Officer of EPIC Bpifrance
     
PIERRE-LOUIS AUTIN   Director, Head of department SITTAR at the Higher Education, Research and Innovation Ministry
     
PIERRE CHABROL   Director, Deputy Director at the Directorate of Financing, Industry and Market of the Ministry of Economy and Finance
     
LOUIS PASQUIER DE FRANCLIEU   Director, Deputy Director at the 3rd General Directorate for Budget of the Ministry of Economy and Finance
     
VINCENT TEJEDOR  

Director, Assistant Director in charge of the development of enterprises, General Directorate for Companies of the Ministry of Economy and Finance

     
EMMANUELLE BENHAMOU   Director, Deputy at the audit and accounting department of the Agence des Participations de l’Etat (French State Shareholding Agency)
     
GERALDINE LEVEAU   Director, Deputy General Secretary for Public Investment

 

3

 

 

APPENDIX D

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

BPIFRANCE S.A.

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance S.A. are set forth below. The business address of each director and executive officer is Bpifrance S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

 

DIRECTORS

 

Name    Present Principal Occupation or Employment 
ERIC LOMBARD   Director, Chairman, Chief Executive Officer of the Caisse des Dépôts
     
NICOLAS DUFOURCQ   Director, Chief Executive Officer of Bpifrance and Director, Chairman and Chief Executive Officer of Bpifrance Participations
     
ALEXIS ZAJDENWEBER   Director, Chairman of the Agence des Participations de l’Etat (French State Shareholding Agency)
     
SEBASTIEN RASPILLER   Director, Chief of the service relating to the financing of the economy at the Direction Générale du Trésor (French Treasury)
     
MARIE DELEAGE   Director representing the employees of Bpifrance
     
PHILIPPE BAYEUX   Director representing the employees of Bpifrance
     
VIRGINIE CHAPRON-DU JEU   Director, Director of Finance for the Caisse des Dépôts Group
     
CLAIRE DUMAS   Director, Finance Director at Société Générale

 

SOPHIE STABILE   Director, CFO at Groupe Lagardère
     
CATHERINE LAGNEAU   Director, Deputy Director of the General council of economy
     
ANTOINE SAINTOYANT   Director, Director of strategic holdings at Caisse des Dépôts
     
HAROLD HUWART   Director, Vice-president of the Regional Council of Centre-Val-de-Loire, in charge of the economy, farming and associations
     
CAROLE ABBEY DUVAL     Director, Head of the Steering Department of strategic holdings at Caisse des Dépôts
     
DIANE SIMIU  

Director, deputy of the general commissioner for sustainable development at the Ministry for economic and solidarity transition

 

4