This press release may not be published, transmitted or distributed, directly
or indirectly, in the United States of America, Canada, Australia, South Africa
Paris, 10 January 2017
Foncière des Régions announces the close of the order book for the private
placement of its capital increase without shareholders' preferential
subscription rights and with a priority subscription period granted to existing
Capital Increase upsized to the maximum amount of EUR400 million after the full
exercise of the increase option
Priority Subscription and Public Offering to end on 12 January 2017
Foncière des Régions announces today the close of the order book for the
Private Placement (as defined below) as part of its capital increase announced
on 10 January 2017 (the "Capital Increase").
The Capital Increase, of an initial amount of EUR348 million, via the issue of
4,414,597 New Shares at a subscription price of EUR78.79 per New Share is
conducted without shareholders' preferential subscription rights and with a
priority subscription period granted to existing shareholders.
Given the strong demand in the private placement, which was multiple times
covered (based on the portion of the capital increase excluding subscription
commitments from existing shareholders in the priority offer), Foncière des
Régions has decided to exercise in full the increase option, upsizing the
amount of the capital increase to the maximum amount of EUR400 million.
The offering during the priority subscription period by irrevocable entitlement
granted to existing shareholders will be open for three consecutive trading
days, from 10 January 2017 to 12 January 2017 (inclusive) at 17:00 (Paris time)
to registered shareholders of the Company on 9 January 2016 (the "Priority
The public offering in France, open since 10 January 2017, still runs until
17:00 (Paris time) on 12 January 2017 (inclusive) for subscription at branches
and until 20:00 (Paris time) for subscriptions via the Internet (the "Public
The closing of the order book for the Private Placement, opened on 10 January
2017 at 9.00am (Paris time), took place on the same day, at c.11.45am (Paris
Orders placed in the Public Offering and Private Placement will be subject to
clawback depending on the results of the Priority Subscription.
Availability of the prospectus
The Company has published a prospectus, which has received AMF visa n° 17-007
on 9 January 2017, comprising (i) the registration document of the Company
filed with the AMF on March 23, 2016 under number D.16-0192, (ii) an update to
the registration document of the Company filed with the AMF on 9 January 2017
under number D.16-0192-A01 and (iii) a securities note (including a summary of
Hard copies of the prospectus are available free of charge at the Company's
headquarters, located at 18, avenue François Mitterrand, 57000 Metz. The
prospectus is also available on the Company's website
(www.foncieredesregions.fr) and on the AMF's website (www.amf- france.org).
Potential investors are advised to read the entire prospectus and to consider
carefully the risk factors described in section 1.10 of the Company's
registration document, as updated in the update of the Company's registration
document, as well as on section 2 of the securities note before deciding
whether to invest in the new shares. Should all or any part of these risk
factors materialize, the Company's and the group's businesses, financials,
results of abilities to reach guidance may be negatively affected.
Foncière des Régions, co-author of real estate stories
As a key player in real estate, Foncière des Régions has built its growth and
its portfolio on the key and characteristic value of partnership. With a total
portfolio valued at EUR18Bn (EUR12Bn in group share), located in the
high-growth markets of France, Germany and Italy, Foncière des Régions is now
the recognised partner of companies and territories which it supports with its
two-fold real estate strategy: adding value to existing urban property and
designing buildings for the future.
Foncière des Régions mainly works alongside Key Accounts (Orange, Suez
Environnement, EDF, Dassault Systèmes, Thales, Eiffage, etc) in the Offices
market as well as being a pioneering and astute operator in the two other
profitable sectors of the Residential market in Germany and Hotels in Europe.
Foncière des Régions shares are listed in the Euronext Paris A compartment
(FR0000064578 - FDR), are admitted to trading on the SRD, and are included in
the composition of the MSCI, SBF 120, Euronext IEIF "SIIC France" and CAC
Mid100 indices, in the "EPRA" and "GPR 250" benchmark European real estate
indices, and in the FTSE4 Good, DJSI World, Euronext Vigeo (World 120, Eurozone
120, Europe 120 et France 20), Oekom, Ethibel and Gaïa ethical indices.
Foncière des Régions is rated BBB/Stable by Standard and Poor's.
Follow us on Twitter @fonciereregions
The distribution of this press release and the offer and sale of the shares of
the Company referred to herein (the "Securities") may be restricted by law in
certain jurisdictions and persons into whose possession this document or other
information referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
This press release is not an offer of securities or investments for sale nor a
solicitation of an offer to buy securities or investments in any jurisdiction
where such offer or solicitation would be unlawful. No action has been taken
that would permit an offering of the securities or possession or distribution
of this press release in any jurisdiction where action for that purpose is
required. Persons into whose possession this press release comes are required
to inform themselves about and to observe any such restrictions.
The information contained in this announcement is for background purposes only
and does not purport to be full or complete and no reliance may be placed by
any person for any purpose on the information contained in this announcement or
its accuracy, fairness or completeness. Any purchase of Securities should be
made solely on the basis of the information contained in the prospectus issued
by the Company.
European Economic Area
This press release is an advertisement and not a prospectus within the meaning
of Directive 2003/71/EC of the European Parliament and the Council of November
4th, 2003, as amended, in particular by Directive 2010/73/EU to the extent such
Directive has been transposed in the relevant member State of the European
Economic Area (together, the "Prospectus Directive").
The offer of Securities is opened to the public only in France. With respect to
member states of the European Economic Area ("EEA") which have implemented the
Prospectus Directive other than France (each, a "Member State"), no action has
been undertaken or will be undertaken to make an offer to the public of the
Securities requiring a publication of a prospectus in any Member State. As a
result, the Securities may only be offered in Member States:
a) to legal entities which are qualified investors, as defined in the
b) to fewer than 150 natural or legal persons (other than qualified investors
as defined by the Prospectus Directive) in each Member State; or
c) in circumstances falling within Article 3(2) of the Prospectus Directive,
and provided that no such offer of Securities referred to in (a) to (b)
above shall require the Company or the Joint Global Coordinators, Joint
Lead-Managers and Joint Bookrunners to publish a prospectus pursuant to
Article 3 of the Prospectus Directive, or supplement a prospectus pursuant
to Article 16 of the Prospectus Directive.
For these purposes, as defined in the Prospectus Directive, the expression an
"offer to the public of the Securities" in a relevant Member State, which has
implemented the Prospectus Directive (as defined below), means any
communication in any form and by any means of sufficient information on the
terms of the offer of the Securities to be offered, so as to enable an investor
to decide, as the case may be, to purchase or subscribe the Securities, as the
same may be varied in that Member State.
This selling restriction applies in addition to any other selling restrictions
which may be applicable in the Member States who have implemented the
United States of America
This press release does not constitute or form a part of any offer of
Securities or solicitation to purchase or subscribe for Securities in the
United States. Securities may not be offered, subscribed or sold in the United
States absent registration under the U.S. Securities Act of 1933, 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 shares
of the Company have not been and will not be registered under the U.S.
Securities Act and the Company does not intend to make a public offer of its
securities in the United States.
In the United Kingdom this press release is directed exclusively at Qualified
Investors (i) who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who
fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may
otherwise lawfully be communicated and any investment activity to which it
relates will only be engaged in with such persons and it should not be relied
on by anyone other than such persons.
Canada, Australia, South Africa and Japan
This press release is not to be published, transmitted or distributed, directly
or indirectly, in the United States, South Africa, Australia, Canada or Japan.
The Securities may not be offered or sold in Canada, Australia, South Africa
In connection with any offering of the Securities, Crédit Agricole Corporate
and Investment Bank, Merrill Lynch International ("BofA Merrill Lynch"), Morgan
Stanley & Co. International plc ("Morgan Stanley"), Natixis and UniCredit Bank
AG, Milan Branch and any of their respective affiliates may take up as a
principal position any Securities and in that capacity may retain, purchase,
sell or offer to sell for their own accounts such Securities and other related
securities. Accordingly, references in this announcement to the Securities
being issued, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, Crédit Agricole Corporate and Investment
Bank, Merrill Lynch International, Morgan Stanley and Natixis and any of their
affiliates acting in such capacity. In addition, they may enter into financing
arrangements (including swaps or contracts for differences) with investors in
connection with which they may from time to time acquire, hold or dispose of
Securities. They do not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligation to do so.
Merrill Lynch International and Morgan Stanley, each of which are authorised by
the Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority, and Crédit Agricole
Corporate and Investment Bank and Natixis are acting for the Company and no one
else in connection with the Private Placement and the Repurchase and will not
regard any other person as their respective clients nor be responsible to any
other person for providing the protections afforded to any of its clients or
for providing advice in relation to any offering of the Securities nor for
providing advice in relation to the offering of Securities, the contents of
this announcement or any transaction, arrangement or other matter referred to
None of Crédit Agricole Corporate and Investment Bank, Merrill Lynch
International, Morgan Stanley, Natixis and UniCredit Bank AG,Milan Branch or
any of their respective affiliates, directors, officers, employees, advisers or
agents accepts any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any
information has been omitted from the announcement) or any other information
relating to the Company, its subsidiaries or associated companies, whether
written, oral or in a visual or electronic form, and howsoever transmitted or
made available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection therewith.