LVMH Moet Hennessy Louis Vuitton SA should be fined 10 million euros ($13 million) for breaching disclosure rules when it built a stake in rival Hermes International SCA, the French regulator recommended today.
The AMF’s college made the proposal at a hearing in Paris. A ruling from the regulator’s sanctions committee will come by July 31. LVMH rejected the allegations and asked that the complaint be dismissed, claiming it has been treated unfairly.
The world’s largest luxury-goods maker said in a statement that the AMF hasn’t proved “that LVMH has committed a breach” of the rules.
The AMF has been investigating for more than two years how LVMH acquired a stake in Hermes using cash-settlement equity swaps. The market authority informed LVMH in October that its board would recommend that the company be fined over the matter. LVMH won’t be forced to give up its stake. The company has claimed it did nothing wrong after buying equity derivatives of Hermes shares in 2008.
LVMH shares fell 1.2 percent to 136.65 euros in Paris trading, giving the company a market value of about 69 billion euros. The company’s net income was 3.4 billion euros in 2012.
The maker of Celine and Kenzo announced in October 2010 that it held 17.1 percent of Hermes after converting the derivative instruments it bought from three banks in 2008 into shares. LVMH, which says it isn’t seeking control of Hermes, has since added to its holding and now owns 22.6 percent.
Chief Executive Officer Bernard Arnault said last month that the company didn’t intend to become a Hermes shareholder, having bought the derivatives originally as an investment. LVMH planned all along to build a stake in Hermes using the swaps, Le Monde reported last week, citing an AMF document.
LVMH decided to convert the swaps into Hermes stock because it was concerned that settling in cash would mean millions of Hermes shares would be released onto the market, depressing the Kelly bag maker’s stock price and offering another competitor a way into its capital, LVMH has said.
Hermes’s family owners formed a holding company in 2011 to protect against a takeover by LVMH. H51 groups together 50.2 percent of Hermes shares held by family members and has right of first refusal on an additional 12.3 percent. In total, 52 family members own about three-quarters of Hermes directly.
Investors normally have to disclose holdings whenever they cross thresholds of 5 percent increments. While equity swaps were exempt from such rules, that doesn’t mean investors can ignore general principles of transparency and integrity in their financial communications, the AMF’s then Chairman Jean-Pierre Jouyet told Le Journal du Dimanche in November 2010.
The sanctions committee, while part of the AMF, is independent from the board that decides whether to pursue a case.