Regulatory News:
NOT FOR DISTRIBUTION IN THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA OR JAPAN. THIS COMMUNICATION IS NOT AN
OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA OR ANY
OTHER JURISDICTION. THIS PRESS RELEASE IS A PROMOTIONAL
COMMUNICATION AND NOT A PROSPECTUS WITHIN THE MEANING OF REGULATION
(EU) 2017/1129.
Clariane (Paris:CLARI), Europe's first community for care in
times of vulnerability (the “Company”), announces that the
Autorité des marchés financiers (the "AMF") approved on 31
May 2024 under number 24-191 the prospectus made available to the
public for the admission to trading on the regulated market of
Euronext in Paris (the "Prospectus") of 35,423,076 new
ordinary shares of the Company to be issued in connection with a
capital increase carried out by waiving shareholders' preferential
subscription rights and reserved for the benefit of Ker Holding1 ,
Flat Footed Series LLC - Fund 42 , FF Hybrid LP2 , GP Recovery Fund
LLC2 and Leima Valeurs, for a total amount, including issue
premium, of 92,099,997.60 euros, at a subscription price of 2.60
euros (including €0.01 nominal value and €2.59 share premium) per
new share (the "Reserved Capital Increase").
This subscription price represents a discount of 4.34% 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 1st quarter of 2024, to 14 May 2024
and including all trading platforms in Europe (i.e. €2.7179)
(Bloomberg source) and a discount of 25% versus the trading price
of the Clariane shares on 30 May 2024 (i.e. €3.46).
The Company notes that the Reserved Capital Increase remains
subject to the approval of the resolutions (13th, 14th, 15th, 19th
and 20th) necessary for its completion by the Company's Combined
General Meeting to be held on 10 June 2024.
Prévoyance Dialogue du Crédit Agricole (which holds 24.64% of
the voting rights) and Holding Malakoff Humanis (which holds 7.52%
of the voting rights) have announced that they will vote in favour
of the resolutions required to complete the Reserved Capital
Increase. A two-thirds majority of the votes cast by shareholders
present or represented is required to approve the resolutions
relating to the Reserved Capital Increase (19th and 20th
resolutions). Flat Footed and Leima Valeurs are not entitled to
vote on these resolutions.
On the basis of the Company's current (non-diluted) share
capital at the date of the Prospectus, 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.
_______________________ 1 Company in the HLD group 2 Company in
the Flat Footed group
After completion of the Reserved Capital Increase, the breakdown
of the share capital and voting rights would be as follows on a
fully diluted and non-diluted basis (taking into account the number
of shares outstanding at the date of the Prospectus, the breakdown
of the Company's shareholder base at the date of the Prospectus and
the subscription commitments to the Reserved Capital Increase):
Before issuance of new
shares
After issuance of new
shares
Shareholders
Number of shares (% of
share capital)
Number of voting rights
(% of voting rights) (a)
Number of shares (% of
share capital)
Number of voting rights
(% of voting rights) (a)
Non-diluted
Fully diluted(1)
Non-diluted
Fully diluted(1)
Non-diluted
Fully diluted(1)
Non-diluted
Fully diluted(1)
HLD
0 (00.00%)
0 (00.00%)
0 (00.00%)
0 (00.00%)
28,500,000 (20.02%)
28,500,000 (17.86%)
28,500,000 (20.02%)
28,500,000 (17.86%)
Predica
26,358,073 (24.64%)
26,358,073 (21.23%)
26,358,073 (24.64%)
26,358,073 (21.23%)
26,358,073 (18.51%)
26,358,073 (16.52%)
26,358,073 (18.51%)
26,358,073 (16.52%)
Flat Footed (b)
9,226,414 (8.63%)
9,696,648 (7.81%)
9,226,414 (8.63%)
9,696,648 (7.81%)
14,995,644 (10.53%)
15,465,878 (9.69%)
14,995,644 (10.53%)
15,465,878 (9.69%)
Holding Malakoff Humanis
8,048,260 (7.52%)
8,048,260 (6.48%)
8,048,260 (7.52%)
8,048,260 (6.48%)
8,048,260 (5.65%)
8,048,260 (5.04%)
8,048,260 (5.65%)
8,048,260 (5.04%)
Leima
5,365,000 (5.02%)
5,365,000 (4.32%)
5,365,000 (5.02%)
5,365,000 (4.32%)
6,518,846 (4.58%)
6,518,846 (4.08%)
6,518,846 (4.58%)
6,518,846 (4.08%)
Clariane (c)
268,745 (0.25%)
268,745 (0.22%)
268,745 (0.25%)
268,745 (0.22%)
268,745 (0.19%)
268,745 (0.17%)
268,745 (0.19%)
268,745 (0.17%)
Flottant (d)
57,702,737 (53.94%)
74,427,789 (59.94%)
57,702,737 (53.94%)
74,427,789 (59.94%)
57,702,737 (40.52%)
74,427,789 (46.64%)
57,702,737 (40.52%)
74,427,789 (46.64%)
Total
106,969,229 (100.00%)
124,164,515 (10.00%)
106,969,229 (100.00%)
124,164,515 (100.00%)
142,392,305 (100.00%)
159,587,591 (100.00%)
142,392,305 (100.00%)
159,587,591 (100.00%)
(a) % of voting rights = gross voting
rights, including those attached to treasury shares. Treasury
shares are stripped of voting rights that may be exercised at
General Meetings. Number of voting rights exercisable at 14 May
2024: 106,695,684.
(b) Flat Footed LLC also holds, on behalf
of funds managed by it, (i) 344,258 perpetual bonds redeemable in
cash and/or new and/or existing shares ("ODIRNANE") which may be
exercised at any time until 8 September 2026 and which may give
entitlement to 364,569 shares in the Company at a conversion rate
of 1.059 and (ii) 90,467 bonds convertible into or exchangeable for
new or existing shares ("OCEANE"), which may be exercised at any
time until 6 March 2027 and which may give entitlement to 105,665
CLARIANE SE shares at a conversion rate of 1.168.
(c) Treasury shares held under the
liquidity contract (248,195 shares at 27 May 2024) and the share
buyback program (20,550 shares at 27 May 2024).
(d) Free float is defined differently from
other shareholders holding 5% or more of the capital and voting
rights.
(1) In the event of the final vesting of
all the 2,398,781 shares allotted free of charge, the issue of
7,950,981 shares on exercise of the share allotment right in
respect of the 7,508,009 ODIRNANE outstanding, and the issue of
6,845,524 shares on conversion of the 5,860,894 OCEANE
outstanding.
Prospectus availability
The Prospectus (in French only) consists of:
- the Universal Registration Document filed
with the AMF on 30 April 2024 under number D.24-0380 (the "2023
Universal Registration Document"),
- an amendment to the 2023 Universal
Registration Document filed with the AMF on 31 May 2024 under
number D. 24-0380-A01 (the "Amendment"),
- a securities note dated 31 May 2024,
and
- a summary of the Prospectus (included in
the securities note).
Copies of the Prospectus are available free of charge at the
Company’s headquarters, 21-25, rue Balzac, 75008 Paris, France, as
well as on the Company's website (www.clariane.com) and on the AMF
website (www.amf-france.org).
Investors are advised to read the Prospectus before making an
investment decision in order to fully understand the potential
risks and rewards associated with the decision to invest in the new
shares. The approval of the Prospectus by the AMF should not be
construed as a favourable opinion on the new shares to be issued
and admitted to trading on a regulated market.
Risk factors
Investors should carefully consider the risk factors relating to
the Company described in Section 2 "Risk Factors" of the 2023
Universal Registration Document as updated in Section 3 "Risk
Factors" of the Amendment and the risk factors relating to the
transaction or the financial securities mentioned in Section 2
"Risk Factors" of the Securities Note.
Warning
This press release may not be distributed directly or indirectly
in the United States of America, Canada, Australia or Japan. Copies
of the Prospectus are not and will not be made available in the
United States of America.
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 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 any such local
restrictions and to comply with them.
This press release does not constitute an offer or solicitation
to buy or subscribe for any securities in the United States of
America or in any other jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities mentioned in
this press release and the Prospectus have not been registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act") and may not be offered or sold in the United States absent
registration under the Securities Act or an applicable exemption
from the registration requirements. Clariane does not intend to
register the offer in whole or in part in the United States or to
conduct a public offering in the United States.
This press release does not constitute, and under no
circumstances should be construed as constituting, a prospectus,
offering memorandum, advertisement or offer to sell or solicitation
of an offer to buy any securities referred to herein in
Canada.
This announcement constitutes a promotional communication and
not a prospectus within the meaning of Regulation (EU) 2017/1129 of
the European Parliament and of the Council of 14 June 2017 (as
amended, the "Prospectus Regulation").
The Reserved Capital Increase described above will take place
solely in the form of an offer reserved for named persons, in
accordance with article L. 225-138 of the French Commercial Code
and applicable regulations.
With respect to the Member States of the European Economic Area
(including France) and the United Kingdom (the "Relevant
States"), no action has been or will be taken to permit an
offer of securities to the public which would require the
publication of a prospectus in any of the Relevant States.
Accordingly, the securities may not be offered and will not be
offered in any of the Relevant States, except in accordance with
the exemptions set out in Article 1(4) of the Prospectus Regulation
or in other cases not requiring the publication by Clariane of a
prospectus pursuant to Article 3 of the Prospectus Regulation
and/or the regulations applicable in such Member States.
This press release is not being distributed by and has not been
approved by an authorised person within the meaning of Section
21(1) of the Financial Services and Markets Act 2000. Accordingly,
this announcement is only directed at persons (i) who are not in
the United Kingdom, subject to applicable regulations; (ii) who are
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended) (the "Order"); (iii) who are persons
falling within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc.") of the Order. Any investment or
investment activity in relation to this document is restricted to
Qualifying Persons and may only be made by such persons. Persons in
the United Kingdom who receive this announcement (other than
persons referred to in (ii) and (iii) above) must not use or rely
on this document.
This document contains forward-looking statements that involve
risks and uncertainties, including those included or incorporated
by reference, concerning the Group's future growth and
profitability that could cause actual results to differ materially
from those indicated in the forward-looking statements. These risks
and uncertainties relate to factors that the Company cannot control
or estimate precisely, such as future market conditions. The
forward-looking statements contained in this document constitute
expectations of future events and should be regarded as such.
Actual events or results may differ from those described in this
document due to a number of risks and uncertainties described in
Chapter 2 of the 2023 Universal registration document filed with
the Autorité des marchés financiers (AMF) on 30 April 2024 under
registration number D.24-0380. available on the Company's website
and that of the AMF (www.amf-france.org), as amended in section 3
of the Amendment to the 2023 Universal Registration Document filed
with the AMF on 31 May 2024 under registration number D.
24-0380-A01. 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.
You are cautioned not to place undue reliance on any
forward-looking statements. Neither the Company, nor any of its
directors, officers, employees, agents, affiliates or advisers
accepts any responsibility whatsoever for the reasonableness of
assumptions made or opinions stated or the likelihood of the
achievement of projections, prospects or returns. Any
responsibility or liability for any such information is expressly
disclaimed. Nothing in this document is, or should be relied upon
as, a promise or representation of the future. In addition, no
statement in this communication is intended to be nor may be
construed as a profit forecast. Past performance of the group
cannot be relied on as a guide to future performance.
In this press release, unless otherwise indicated, all changes
are expressed on an annual basis (2024/2023), and at constant scope
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 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
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version on businesswire.com: https://www.businesswire.com/news/home/20240531846227/en/
Investor contacts
Stéphane Bisseuil Investor Relations Director +33 (0) 6
58 60 68 69 stephane.bisseuil@clariane.com
Press contacts
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
Grafico Azioni Clariane (EU:CLARI)
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Da Mag 2024 a Giu 2024
Grafico Azioni Clariane (EU:CLARI)
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