Regulatory News:
Following the clearing of all the conditions precedent linked to
the agreements signed on June 20, 2017 with Eurosic's main
shareholders, Gecina (Paris:GFC) has finalized yesterday its
acquisition of the blocks of shares and OSRA bonds representing
85.4% of Eurosic's diluted capital1. With this transaction, Gecina
has effectively taken control of Eurosic.
This major operation represents a significant acceleration of
the deployment of Gecina's strategy, building on its outstanding
value creation, which will benefit in particular from the following
factors:
- Stronger office portfolio in the
Paris Region's most buoyant business sectors: the combination
of the portfolios and the sales programs that are underway will
make it possible to further strengthen the percentage of offices
within the consolidated portfolio (over 80%), while also ramping up
its focus on central sectors (over 60% in Paris City).
- Better coverage of the Paris office
market: Gecina's presence at the heart of the city of Paris
will be further strengthened, not only in Paris' central business
district (CBD), but also in new sectors with strong potential on
the River Seine's left bank and the CBD's eastern border.
- Greater value creation potential for
the coming years: this operation has also increased the
weighting of the portfolio of development projects, with deliveries
expected primarily for 2017 to 2019 and 44% of the space already
pre-let2.
- Expected acceleration in the
portfolio's rotation: Gecina has launched a sales program with
a minimum of 1.2 billion euros for the next 12 months3. These sales
will cover assets from the historical scope of both Gecina and
Eurosic. This rotation will make it possible to continue
rationalizing the Group's portfolio around the Paris Region's most
dynamic sectors, where Gecina has recently secured major lettings
transactions, while maintaining the flexibility of its balance
sheet.
- Financial structure preserved and
liquidity strengthened: the operation has been fully financed,
thanks in particular to 1.5 billion euros of bond issues with an
average maturity of 10 years and an average coupon of 1.3%, as well
as a 1 billion euro capital increase carried out in August 2017.
The LTV will therefore remain below 40% following the sales program
that is underway. In addition, this operation will make it possible
to increase the float by nearly 10% from 51% to 55%4, further
strengthening the liquidity of Gecina’s securities on the stock
market.
The acquisition of these blocks of shares and OSRA bonds from
Eurosic's main shareholders will be followed by an alternative
takeover offer and exchange offer, filed this morning, for the
shares and OSRA bonds not yet held by Gecina5, which is expected to
result in Eurosic being delisted6 before the end of 20177. Some of
Eurosic's main shareholders have made commitments under the
agreements signed on June 20, 2017 to tender nearly 9.5% of the
diluted capital for the offer's exchange component, which already
guarantees that Gecina will hold almost 95% of Eurosic's diluted
capital following the public offering.
On August 7, Gecina received approval from the French antitrust
authorities for this amicable takeover operation.
Méka Brunel, Chief Executive Officer: “By finalizing its
acquisition of 85% of Eurosic's capital, Gecina has taken a
historic step forward with the acceleration of its strategy,
enabling the Group to continue building on and strengthen the
optimization of its profitability with a total return focus,
aligned with the interests of all its shareholders. Gecina's
potential will be further strengthened thanks to the acceleration
of its portfolio's rotation, its pipeline that is unrivalled in
continental Europe and above all its stronger presence at the heart
of the Paris Region, Europe's leading office market.”
Gecina, living the city in a different way
Gecina owns, manages and develops property holdings worth 19.5
billion euros at end-August 2017, with nearly 92% located in the
Paris Region. The Group is building its business around France’s
leading office portfolio and a diversification division with
residential assets and student residences. Gecina has put
sustainable innovation at the heart of its strategy to create
value, anticipate its customers' expectations and invest while
respecting the environment, thanks to the dedication and expertise
of its staff.
Gecina is a French real estate investment trust (SIIC) listed on
Euronext Paris, and is part of the SBF 120, Euronext 100,
FTSE4Good, DJSI Europe and World, Stoxx Global ESG Leaders and
Vigeo indices. In line with its community commitments, Gecina has
created a company foundation, which is focused on protecting the
environment and supporting all forms of disability.
www.gecina.fr
Disclaimer
This press release has been prepared exclusively for
information. It does not constitute a purchase or an exchange
offer, or a request for an offer for the sale or the exchange of
Eurosic or Gecina securities, nor a purchase or an exchange offer,
or a request for an offer for the sale or the exchange of Eurosic
or Gecina securities.
The release, publication or distribution of this press release
may be restricted by laws applicable in certain jurisdictions and,
as a result, any person in possession of it in such jurisdictions
must seek advice concerning the applicable legal restrictions and
ensure compliance with them.
In accordance with the stock market regulations, Gecina filed a
proposed public takeover and exchange offer for all Eurosic
securities not yet held by Gecina at this date. Gecina draft offer
document contains the terms and conditions of the mandatory public
offer that remains subjected to the review of the French financial
markets authority (Autorité des Marchés Financiers, AMF).
It is strongly recommended that investors and shareholders
located in France review the draft offer document when it becomes
available, as well as any amendments or supplements to this
document, since it will contain important information concerning
the proposed transaction.
No communication or information relating to the mandatory public
offer may be distributed to the public in any jurisdiction in which
registration or approval is required. No action has been (or will
be) undertaken in any jurisdiction (other than France) where such
steps would be required. The purchase of Eurosic or Gecina
securities may be subject to legal or statutory restrictions in
certain jurisdictions. Neither Eurosic nor Gecina assume any
responsibility for any breach of such restrictions by any
person.
This press release does not constitute an offer or invitation to
sell or purchase, or a solicitation of any offer to purchase or
subscribe for, any securities of Eurosic or Gecina in the United
States of America. Securities may not be offered, subscribed or
sold in the United States of America without registration under the
1933 U.S. Securities Act, as amended (the “U.S. Securities Act”),
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements thereof. The securities
of Eurosic or Gecina have not been and will not be registered under
the U.S. Securities Act and neither Eurosic nor Gecina intend to
make a public offer of its securities in the United States of
America.
Neither Gecina, or Eurosic, nor their shareholders and
respective representatives or advisors accept any liability
concerning any use by any person of this press release or its
content, or more generally in connection with this press
release.
1 At June 30, 2017, on a fully diluted basis taking into account
the OSRA subordinated redeemable bonds and excluding treasury
stock, representing a total of 64,732,147 shares
2 Including negotiations that are currently being finalized
3 This sales program may potentially be increased by a further 1
billion euros depending on market opportunities
4 Assuming that Norges participates in the capital increase with
preferential subscription rights prorated to its interest in the
Group’s capital and Eurosic’s minority shareholders tender 50% of
their securities for the public offering’s securities branch.
5 The offer, whose terms are described in a draft offer document
that has been filed with today and is still subjected to review by
the French Financial Markets Authority (AMF), would be based on: i.
An alternative takeover offer and exchange offer for Eurosic's
shares, comprising: - A public takeover offer under which Eurosic's
shareholders will be able to sell their shares at a cash price of
51 euros per share (cum-dividend for 2017); - A public exchange
offer under which Eurosic's shareholders will be able to exchange
64 shares (cum-dividend for 2017) for 23 Gecina shares
(cum-dividend for 2017); ii. An alternative takeover offer and
exchange offer for the 2015 OSRA bonds and 2016 OSRA bonds,
comprising: - A public takeover offer under which Eurosic OSRA bond
holders will be able to sell their 2015 OSRA bonds (cum-coupon) and
their 2016 OSRA bonds (ex-coupon, scheduled for payment to 2016
OSRA bond holders on September 26, 2017) at a cash price of 51
euros per 2015 OSRA bond or 2016 OSRA bond; - A public exchange
offer under which Eurosic OSRA bond holders will be able to
exchange 64 2015 OSRA bonds (cum-coupon) or 64 2016 OSRA bonds
(ex-coupon, scheduled for payment to 2016 OSRA bond holders on
September 26, 2017) for 23 Gecina shares (cum-dividend for 2017) to
be issued.
6 Subject to Gecina holding more than 95% of Eurosic's capital
or voting rights following the public offering
7 Based on an indicative timeline
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170829006290/en/
GecinaFinancial communicationsSamuel
Henry-DiesbachTel: +33 (0)1 40 40 52
22samuelhenry-diesbach@gecina.frorVirginie SterlingTel: +33 (0)1 40
40 62 48virginiesterling@gecina.frorPress relationsBrigitte
CachonTel: +33 (0)1 40 40 62 45brigittecachon@gecina.frorThérésa
VuTel: +33 (0)1 44 82 46 13theresa.vu@consultants.publicis.fr
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