The group HLD Europe plans to enter the capital of
Clariane with an investment representing a shareholding of
20%, through a reserved capital increase that will be submitted to
the vote of the next General Meeting of shareholders on 10th June
and subject to the approval of an admission prospectus by the
Autorité des Marchés Financiers.
HLD Europe will subscribe €74.1 million of the reserved
capital increase. The investment funds Flat Footed and Leima
Valeurs, presently owning respectively 8.6 % et 5.0% of the Group's
capital also plan to participate in this reserved capital increase
for c. €15 million for Flat Footed and c. €3 million for Leima
Valeurs. The reserved capital increase will therefore be for a
total amount of € 92.1 million.
HLD Europe, Flat Footed and Leima Valeurs have commited to
invest, together with Crédit Agricole Assurances, in the capital
increase with preferential subscription rights voted by the General
Meeting of the shareholders on 26th March 2024. This capital
increase for an maximum amount of c. €236 million, will be launched
following the reserved capital increase and on condition that the
reserved capital increase is voted by the shareholders and the
approval of the Autorité des Marchés Financiers.
Following these capital increases, the maximum holding of
each of these shareholders will be less than 30% of the capital and
voting rights.
These capital increases will be the third part of Clariane's
plan to reduce its debt and strengthen its financial structure, as
well pursue as its long-term development strategy, its "At your
side” corporate project and its commitments as a purpose-driven
company.
The asset disposal programme, the fourth part of the Group's
plan to strengthen its financial structure, is expected to generate
gross proceeds of c. €1 billion of which around 40% has already
been secured.
*
Jean-Pierre Duprieu, Chairman of the Board of Directors,
commented: "The Board of Directors has expressed its strong support
in favour of these major transactions, which are intended to allow
the Company to complete the third part of its plan to strengthen
its financial position in the best possible conditions. By
reinforcing the Company’s shareholder structure, these transactions
will give Clariane the solid foundation and visibility it needs to
implement its debt-reduction plan with confidence and to accompany
its long term objectives, for the benefit of all its
stakeholders”.
Sophie Boissard, Director and Chief Executive Officer
of the Group, said: "The last few months have been focused on
the efficient execution of the refinancing plan which is essential
for the future of Clariane and for all its stakeholders. I would
like to thank Crédit Argicole Assurances as well as HLD Europe,
Flat Footed and Leima Valeurs, for their support in the execution
of this plan and more widely for their support and commitment to
our corporate purpose, our values and strategy, at a time when the
assistance and care needs of vulnerable people have never been so
great."
Nicolas Denis, Chief Executive Officer of Crédit
Agricole Assurances, said: "Crédit Agricole Assurance, as a
long-standing shareholder of Clariane, has been strongly involved
since November 2023 in accompanying the Company in the different
parts of its refinancing plan. We are today delighted by the
interest and support in the capital increase from these new
financial partners. Their support, together with ours, confirms the
relevance of the refinancing plan and Clariane’s corporate project,
aiming to reinforce the value creation and the confidence of all
its financial partners."
Jean-Bernard Lafonta, President of HLD Europe,
said: "Clariane is a European leader playing a major role in public
health, particularly in the care of our elderly in nursing homes.
Clariane has encountered difficulties in the context of the
macro-economic shocks following the pandemic and the very rapid
rise in inflation. We became convinced that the quality of care
offered by Clariane was an important priority and that this group
was perfectly equipped to face the very significant challenges of
an ageing population by 2030.
HLD has a great deal of experience in the healthcare sector,
having in particular created a European leader: Santé Cie, which
supports more than 200,000 patients at home, particularly those
suffering from chronic illnesses. We will put our experience as a
shareholder at the disposal of the Clariane group and Its
management, to support its development in line with its purpose and
values."
*
Regulatory News:
NOT FOR DISTRIBUTION IN THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA OR JAPAN. THIS PRESS RELEASE DOES NOT
CONSTITUTE AN OFFER OF SECURITIES IN THE UNITED STATES OF AMERICA
OR ANY OTHER COUNTRY.
Clariane (Paris:CLARI) today announces the proposed structure of
the capital increase part of the plan to strengthen its financial
structure as announced on 14 November 2023.
At the Combined General Meeting on 26 March, 98% of shareholders
voted in favour of a capital increase with preferential
subscription rights of shareholders for a maximum nominal amount of
€300 million, which Predica subsidiary of Crédit Agricole
Assurances, the Company's largest shareholder with 24.6% of the
capital, has undertaken to underwrite, if necessary, up to a
maximum amount of €200 million.
As part of the preparations for this transaction, the Company
has received various expressions of interest from both existing
shareholders and third-party investors to support the Group's debt
reduction strategy and make a long-term commitment, alongside
Crédit Agricole Assurances, to work with the Group's management to
support its strategy 'At your side'', and offering to acquire a
significant stake in the company or strengthen their capital
position and underwrite the capital increase with preferential
subscription rights approved by the General Meeting of shareholders
on 26 March 2024.
After examining these expressions of interest during the Board
of Directors meeting on 14 May 2024, Clariane agreed to structure
the capital increase in two stages, in order to allow the entry of
a new long-term investor by ensuring a significant shareholding and
to ensure the execution of the total amount of the capital increase
and maintaining the preferential subscription rights.
At the next Combined General Meeting of Shareholders, to be held
on 10 June 2024, the company will therefore be proposing a reserved
capital increase totalling c. €92.1 million, to the benefit of the
investment group HLD Europe for €74.1 million, acquiring a 20.0%
stake in Clariane. HLD Europe has also undertaken, under the usual
conditions, to subscribe to the capital increase with preferential
subscription rights.
HLD Europe is a recognised private equity group, backed by
leading French entrepreneurs, which supports European companies
with high growth potential, particularly in the healthcare and
essential services sectors. Through this transaction, HLD Europe
would become one of the Group's main shareholders.
The company will also be proposing to the Combined General
Meeting of Shareholders that this reserved capital increase should
be subscribed, under the usual conditions, by the investment funds
Flat Footed for c. € 15 million and Leima Valeurs for c. € 3
million, these investors presently own 8.6% and 5.0% respectively
of the company's capital, they have also undertaken to subscribe to
the capital increase with preferential subscription rights.
The reserved capital increase, if approved, would be carried out
at a price of €2.60 per new share; which represents a discount of
4.3% versus the volume-weighted average trading price (VWAP1 ) of
the Clariane shares over the period from 26 April 2024, the date of
publication of the revenue figures for the 1er quarter, to 14 May
2024 of €2.7179 (including all trading platforms in Europe) and
would be launched on 10 June 2024, subject to approval by the
Autorité des Marchés Financiers ("AMF") of the prospectus
relating to the reserved capital increase and to the approval of
the Combined General Meeting of Shareholders with a majority of
two-thirds of the votes of the shareholders present or represented.
Following this transaction, HLD Europe, Flat Footed and Leima
Valeurs would hold approximately 20%, 10.5% and 4.6% respectively
of Clariane's share capital.
The reserved capital increase would result in the issue of
35,423,076 new shares corresponding to 33% of the share capital
today. On the basis of the company's current (non-diluted) share
capital, a shareholder owning 1% of the share capital before the
transaction would be diluted to 0.75% of the share capital after
completion of the reserved capital increase.
Crédit Agricole Assurances and Holding Malakoff Humanis have
already announced that they will vote in favour of the resolutions
necessary to the reserved capital increase.
The reserved capital increase would be followed by a capital
increase with preferential subscription rights open to all
shareholders, as authorised by the Combined General Meeting of
Shareholders on 26 March 2024, for an amount of approximately €236
million. This capital increase is expected to be carried out at a
discount of between 40% and 50% to the theoretical ex-rights price
based on the closing price of the company's shares on the trading
day preceding approval by the Autorité des Marchés Financiers of
the prospectus relating to the capital increase with preferential
subscription rights, in line with market practice for comparable
transactions.
The total amount of the planned capital increases would
therefore amount to a maximum of approximately €328 million.
The company has received commitments from Crédit Agricole
Assurances, HLD Europe, Flat Footed and Leima Valeurs covering the
full amount of this second capital increase with preferential
subscription rights.
These commitments in connection with this second capital
increase are as follows:
- Crédit Agricole Assurance via its subsidary Predica: up to a
maximum shareholding of 29.9% of Clariane's capital and voting
rights following the capital increases2,
- HLD Europe: for a maximum of €83.2 million, up to a maximum
shareholding of 29.9% of Clariane's capital and voting rights
following the capital increases,
- Flat Footed: for a maximum of c. €65 million,
- Leima Valeurs: for a maximum of c. €27 million.
The fulfilment of these undertakings, which have been the
subject of firm agreements between the company and each of the
parties concerned, remains subject to a favourable vote of the
necessary resolutions at the Combined General Meeting of Clariane
shareholders convened for 10 June 2024, to the approval of the
prospectuses corresponding to these transaction and the preparation
of a fairness opinion by Finexsi. The company's Board of Directors
has voluntarily appointed Finexsi, acting as an independent expert,
to provide a fairness opinion on the reserved capital increase,
which will be made available to shareholders prior to the General
Meeting. A fairness opinion will also be delivered for the capital
increase with preferential subscription rights, and will be
available in the prospectus relating to this operation.
Flat Footed is expected to apply for prior authorisation under
Article L. 151-3 of the French Monetary and Financial Code to
subscribe to capital increases, due to the crossing of the
threshold of 10% of the votes in the company.
Shareholders are reminded that this second capital increase
provides for the maintenance of their preferential subscription
rights and that they may therefore subscribe to this capital
increase in order to maintain their shareholding by benefiting from
the discount. Otherwise, shareholders who do not wish to exercise
their preferential subscription rights will be subject to
significant dilution, which may be offset in whole or in part by
the sale of their preferential subscription rights.
In addition, and in accordance with the undertakings it gave
when it became a purpose driven company (Société à Mission) in 2023
and the resolutions adopted by the Combined General Meeting of 26
March 2024, the company plans to launch, depending on market
conditions, in the coming months, a capital increase reserved for
its employees, which will enable them to be fully involved in the
Group's refinancing and development plan.
The capital increases announced today are the third part of the
plan announced by the Group on 14 November 2023 to strengthen its
financial structure and reduce its debt.
This plan, totalling €1.5 billion, has been put in place to
resolve the difficulties in accessing the financing markets.
In December 2023, the Company completed the first two parts of
this plan:
- The completion of the "Gingko" real-estate partnership for €140
million on 15 December 2023, followed by the completion of the
"Juniper" real-estate partnership for €90 million on 28 December
2023 with Credit Agricole Assurances via Its subsidary Predica;
Crédit Agricole Assurances was reimbursed €90 million following the
sale of the UK assets by Clariane in March 2024;
- The arrangement and drawdown of a €200 million term loan with
Caisse Régionale de Crédit Agricole Mutuel de Paris et d'Ile de
France (CADIF), LCL and Crédit Agricole Corporate and Investment
Bank (CACIB).
At the same time, the Group has also embarked on the fourth part
of the plan, a programme of disposals of operating and real-estate
assets, as well as capital partnerships, with expected gross
proceeds of approximately €1 billion. With the disposals in the
United Kingdom and the Netherlands and the planned sale of its
Hospitalisation à Domicile (HAD) business in France announced on 6
May 2024, which received a favourable opinion from employee
representative bodies on 14 May 2024, the Group has already
completed around 40% of this total disposal programme.
Crédit Agricole Assurances, aiming to maintain its present
shareholding in Clariane following the two capital increases at
least the level of 24.6% its holds presently, has signed an
agreement with Holding Malakoff Humanis to acquire in the context
of the capital increase with preferential subscription rights, part
or all of the subscription rights depending on the final terms of
the capital of the capital increase, with the intention to exercise
the rights acquired.
Clariane specifies that, in accordance with the separate
agreements signed with HLD, Flat Footed and Leima Valeurs, the
transactions described in this press release, namely a capital
increase of approximately €92.1 million reserved for HLD, Flat
Footed LLC and Leima Valeur followed by a capital increase with
shareholders' preferential subscription rights for a maximum amount
of approximately €236 million, with the individual subscription
commitments from these three investors and Credit Agricole
Assurances, form an indissociable whole.
If the reserved capital increase is not approved by the General
Meeting of Shareholders on 10 June 2024, neither of these two
capital increases will be carried out.
In this case, Clariane would not be in a position to carry out a
capital increase of €300 million in June or July 2024, as provided
for in its capital strengthening plan. Clariane would therefore
have to examine ways of carrying out this capital increase in
September 2024 on the basis of the resolution passed by the General
Meeting of Shareholders on 26 March 2024. This would involve
identifying investors or banks capable of guaranteeing the portion
not guaranteed by Predica, and satisfying the conditions precedent
to Crédit Agricole Assurances' guarantee commitment of €200 million
specified in the press release of 14 November 2023 still
outstanding, namely (i) obtaining authorisations from the relevant
competition authorities for the possible takeover of Clariane by
Crédit Agricole Assurances, (ii) obtaining an amendment to the
terms and conditions of the contract for the issue of Oceanes
maturing in 2027 (0.875% - FR 0013489739) in order to exclude early
redemption in the event that Crédit Agricole Assurances crosses the
40% threshold in terms of voting rights, (iii) the independent
expert Finexsi delivers a fairness opinion and (iv) the Autorité
des Marchés Financiers approval of the prospectus relating to the
capital increase.
There is no guarantee that Clariane will succeed in carrying out
a capital increase of €300 million within the required timeframe.
Failing to do so, Clariane would have to place itself under a
protection regime adapted to renegotiate its debt with its
creditors.
The Board of Directors has decided to propose to the Combined
General Meeting to be held on 10 June 2024 the appointment of three
directors, subject to the approval by this meeting of the
resolutions relating to the reserved capital increase. One of whom
with replace the representative of Malakoff Humanis whose mandate
is expiring. The appointment of these new directors would take
effect after completion of the reserved capital increase.
Two of these candidates, whose appointment would take effect
after the completion of the reserved capital increase, would be
nominated by HLD Europe. In this case HLD Europe has given the
Company an undertaking that in case the shareholding of HLD were to
fall below 20% one of the Directors would have to resign and both
in the case the shareholding were to fall and remain below 10% for
24 months.
A third candidate would be nominated by Leima Valeurs, who has
given the Company an undertaking that this director would have to
resign if, within 24 months of his appointment, the shareholding
did not reach at least 10% of the share capital, or at a later date
if the shareholding were to fall below 10%.
The composition of Clariane's Board of Directors would remain
balanced and in line with the AFEP-MEDEF Code.
The Board would have 16 members, including 8 independent
members, 2 representatives for both Crédit Agricole Assurances and
HLD Europe, one representative for Leima Valeurs, the CEO who also
has a mandate as a Director, and 2 members representing the
employees, chaired by Mr. Jean-Pierre Duprieu, one of the
independent members.
The composition of the committees would also be modified, with
in particular the presence of a member proposed by HLD Europe on
the Audit Committee, the Remuneration and Appointments Committee,
the Investment Committee and the Ethics, Quality and CSR
Committee.
Crédit Agricole Assurances, HLD Europe, Flat Footed and Leima
Valeurs have each undertaken not to acquire shares of Clariane
following the transactions as far as the acquisition of these
shares could lead them (including the shares held by any entity of
their group) to cross the threshold of 30% of the capital or the
voting rights of Clariane, these undertakings are for a period of
12 months for Crédit Agricole Assurances and 36 months for HLD
Europe, Flat Footed and Leima Valeurs. HLD Europe, Flat Footed and
Leima Valeurs have also undertaken to hold the shares subscribed
under the reserved capital increase for a period of 18 months
following the completion of the transactions.
Finally, Credit Agricole Assurances, HLD Europe, Flat Footed and
Leima Valeurs are not acting In concert and have Indicated having
no Intention to act in concert.
Due to the calendar of the transactions described in this press
release, the Company announces that it will postpone the
publication date of its first half results to 5 August 2024.
* * *
About HLD Europe
Founded in 2010 by a group of entrepreneurs, HLD is a permanent
European investment group with operations in Luxembourg, France,
Switzerland, the Netherlands and Italy. HLD's mission is to support
management teams in building companies that are leaders in their
field. As such, HLD invests in companies with strong potential and
gives them the human and financial resources to grow over the long
term. In particular, HLD has supported companies in the essential
services sector, and has a good knowledge of the health services
sector.
Its approach is based on an entrepreneurial partnership and
prioritises responsible operational development over financial
leverage. With 3 billion in assets under management, HLD supports
22 companies that employ over 36,000 people and enjoy average
annual growth of over 10%. Press contacts : Michel Calzaroni
(m.calza@dgm-conseil.fr) and Christian d’Oleon
(chrisdo@dgm-conseil.fr)
About Flat Footed
Flat Footed LLC, owning 8.6% of Clariane's shares, is based in
the United States and founded in 2016, is a value-oriented
investment firm that manages funds investing across public
equities, credit, derivatives, and private investments in
asset-heavy companies.
About Leima Valeurs
Leima Valeurs, owning 5.0% of Clariane's shares, is a investment
funds of Mr. René Holeček, Czech industrialist, investor, and
philanthropist. Outside of his main enterprise, the Prague-listed
Colt CZ Group SE, where he is a majority shareholder, Mr. Holeček
invests in healthcare, including early stage pharmaceutical/biotech
research.
Indicative timetable:
The dates below are indicative and subject to change:
By end of May 2024
Approval by the Autorité des Marchés
Financiers of the Listing Prospectus related to the reserved
capital increase
10 June 2024
Clariane's Combined General Meeting of
Shareholders
10 June 2024
Launch of the reserved capital
increase
12 June 2024
Completion of the reserved capital
increase
Mid June of 2024 subject to market
conditions
Launch of the capital increase with
preferential subscription rights
Next events:
Clariane will hold a Capital Market Day on
21 May 2024 at 2pm CET. Clariane Annual General Meeting on
10 June 2024 at 10am CET Publication Half Year Results on 5
August 2024
Disclaimer:
This press release does not constitute, and shall not be deemed
to constitute, an offer to the public or an offer to purchase or
the solicitation of public interest in a transaction by way of
public offer, nor shall there be any sale of securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful absent registration or approval under the
securities laws of such state or jurisdiction. The distribution of
this document may be subject to specific restrictions in certain
countries. Persons in possession of this document are required to
inform themselves of and to observe any such local restrictions.
The shares of Clariane S.E. (the “Company”) (and any rights to
subscribe for shares of the Company) have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
“U.S. Securities Act”), and may not be offered or sold within the
United States absent registration or an applicable exemption from,
or in a transaction not subject to, the registration requirements
of the U.S. Securities.
A prospectus relating to the capital increase will be submitted
by Clariane S.E. to the Autorité des marchés financiers for
approval before the effective launch of the capital increase.
All forward-looking statements included in this document speak
only as of the date of this press release. Clariane S.E. undertakes
no obligation and assumes no responsibility to update the
information contained herein beyond what is required by applicable
regulations.
In this press release, unless otherwise indicated, all changes
are expressed on an annual basis (2024/2023), and at constant scope
of consolidation and exchange rates.
The main alternative performance indicators (APIs), such as
EBITDA, EBIT, net debt and financial leverage, are defined in the
Universal Registration Document available on the company's website
at www.clariane.com.
About Clariane
Clariane is the leading European community for care in times of
vulnerability. It has operations in six countries: Belgium, France,
Germany, Italy, the Netherlands, and Spain.
Relying on their diverse expertise, each year the Group’s 60,000
professionals provide services to over 800,000 patients and
residents in three main areas of activity: long-term care nursing
home (Korian, Seniors Residencias, Berkley, etc.), specialized care
facilities and services (Inicea, Ita, Grupo 5, Lebenswert, etc.),
and alternative living solutions (Petits-fils, Ages et Vie,
etc.).
In June 2023, Clariane became a purpose-driven company and added
to its bylaws a new corporate purpose, common to all its
activities: “To take care of each person’s humanity in times of
vulnerability”.
Clariane has been listed on Euronext Paris since November
2006, In compartment B
Euronext ticker: CLARI - ISIN: FR0010386334
1
Source: Bloomberg
2
The final amount of Predica's commitment
will be calculated on the basis of the final terms of the capital
increase, subject to the maximum commitment granted by Predica
under the plan announced by Clariane on 14 November 2023.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240516621720/en/
Investor Stéphane Bisseuil Investor
Relations Director +33 (0) 6 58 60 68 69
stephane.bisseuil@clariane.com Press
Matthieu Desplats Press Relations Director 06 58 09 01 61
matthieu.desplats@clariane.com Julie Mary Head of
press relations 06 59 72 50 69 julie.mary@clariane.com
Florian Bachelet Head of press relations 06 79 86 78 23
florian.bachelet@clariane.com
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