Regulatory News:
Clariane (Paris:CLARI), Europe's leading community for care in
times of vulnerability (the "Company") announces that the
reserved capital increase of approximately 92.1 million euros for
the benefit of HLD1 , Flat Footed2 and Leima3 (the "Reserved
Capital Increase") was completed today.
The gross amount of the Reserved Capital Increase, including the
issue premium, is €92,099,997.60, corresponding to the issue of
35,423,076 new shares with a par value of €0.01, issued at a unit
subscription price of €2.60. The Reserved Capital Increase was
subscribed for approximately 74.1 million euros by the HLD Europe
investment group, for approximately 15 million euros by the Flat
Footed fund and for approximately 3 million euros by the Leima
Valeurs fund. Following the Reserved Capital Increase, HLD Europe
holds 20.02 % of the Company's share capital, Flat Footed holds
10.53 % of the Company's share capital and Leima Valeurs holds 5.18
% of the Company's share capital.
The net proceeds of this Reserved Capital Increase will be used
to early repay the real estate bridge loan, the outstanding
principal of which is 175 million euros. The balance of the
bridging loan will therefore be reduced to 85 million euros.
Following completion of the Reserved Capital Increase, the
Company's share capital stands at €1,423,923.05, comprising
142,392,305 ordinary shares.
The corporate offices as directors of Mr Jean-Bernard Lafonta,
HLD Europe and Mr Ondřej Novák, whose appointments were approved by
the Combined General Meeting of 10 June 2024, take effect from
today.
It should be noted that Flat Footed LLC, a US investment
manager, acting through its managed funds FF Hybrid LP, GP Recovery
Fund LLC and Flat Footed Series LLC - Fund 4, obtained from the
French Ministry of the Economy, prior to the completion of the
Reserved Capital Increase, an exemption from the request for
authorisation provided for in the third paragraph of Article R.
151-5 of the French Monetary and Financial Code. Flat Footed LLC
had applied for this exemption because it would hold 10.53% of
Clariane's share capital and voting rights (on a non-diluted basis)
following completion of the Reserved Capital Increase, thereby
exceeding the ownership threshold corresponding to one-tenth of
Clariane's voting rights.
It should also be noted that Predica has acquired
Investissements PSP's entire stake in the Company, as announced by
Predica in a press release dated 5 June 2024, and will hold, on the
settlement and delivery day that should take place on 13 June 2024,
21.1% of the Company's capital and voting rights.
HLD also indicated that it entered into an agreement on 11 June
2024 to acquire all of the 8,048,260 shares held by Holding
Malakoff Humanis (i.e. 5.7% of the capital based on the current
capital), excluding the preferential subscription rights linked to
the capital increase with preferential subscription rights. The
settlement and delivery of this acquisition should take place prior
to the settlement and delivery of the capital increase with
preferential subscription rights.
Upcoming events:
5 August 2024 - Sales and results for the
1er half-year 2024
23 October 2024 - Sales for the 3ème quarter
2024
Warning
This press release does not constitute, and shall not be deemed
to constitute, an offer to the public or an offer to buy or the
solicitation of public interest in an offer to the public, 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. Clariane's shares (and any
rights to subscribe for shares in 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 in the United States absent registration or an applicable
exemption from registration under the U.S. Securities Act, or in a
transaction not subject to such requirements.
An admission prospectus relating to the Reserved Capital
Increase has been approved by the Autorité des marchés financiers
on 31 May 2024, under number 24-191 (the "AMF").
A prospectus relating to the capital increase with preferential
subscription rights will be submitted by Clariane S.E. to the AMF
for approval before the effective launch of this capital
increase.
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 AMF on 30 April 2024 under registration number D.24-0380, as
amended (i) in section 3 of the amendment filed with the AMF on 31
May 2024 under number D. 24-0380-A01 (the "First Amendment")
and (ii) in section 2 of the amendment filed with the AMF on 12
June 2024 under number D. 24-0380-A02 (the "Second
Amendment") available on the Company's website
(www.clariane.com) and that of the AMF (www.amf-france.org). 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.
Readers are cautioned not to place undue reliance on these
forward-looking statements. Neither Clariane nor any of its
directors, officers, employees, agents, affiliates or advisors
accepts any responsibility for the reasonableness of any
assumptions or opinions expressed or for the likelihood of any
projections, prospects or performance being achieved. Any liability
for such information is expressly excluded. Nothing in this
document is, or should be construed as, a promise or representation
regarding the future. Furthermore, nothing contained in this
document is intended to be or should be construed as a forecast of
results. Clariane's past performance should not be taken as a guide
to future performance.
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 HLD subscribed to the Reserved Capital Increase via Ker
Holding, a limited liability company (société à responsabilité
limitée) under Luxembourg law, whose registered office is at 9b
boulevard Prince Henri L1724 Luxembourg (Grand Duchy of
Luxembourg), registered with the Luxembourg Trade and Companies
Register under number B286532. 2 Flat Footed subscribed to the
Reserved Capital Increase via the funds (i) Flat Footed Series LLC
- Fund 4, a limited liability company incorporated under the laws
of the United States, having its registered office at Flat Footed
Series LLC, Attn: CSC, 251 Little Falls Dr, Wilmington, DE 19808,
United States, registered in the State of Delaware under number
#6688169, (ii) FF Hybrid LP, a limited partnership incorporated
under the laws of the United States, having its registered office
at FF Hybrid LP, Attn: CSC, 251 Little Falls Dr, Wilmington, DE
19808, United States, registered in the State of Delaware under
number #6101493, and (iii) GP Recovery Fund LLC, a limited
liability company incorporated under the laws of the United States,
having its registered office at GP Recovery Fund LLC, Attn: Cogency
Global Inc, 850 New Burton Rd, Suite 201, Dover, Kent County, DE
19904, United States, registered in the State of Delaware under
number #3776227. 3 Leima Valeurs subscribed to the Reserved Capital
Increase via Leima Valeurs a.s., a company incorporated under Czech
law, whose registered office is located at Opletalova 1284/37, ZIP
Code, 110 00 Prague 1, Czech Republic, registered in Prague under
number B 28659/MSPH.
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.
THIS PRESS RELEASE CONSTITUTES A PROMOTIONAL
COMMUNICATION AND NOT A PROSPECTUS WITHIN THE MEANING OF REGULATION
(EU) 2017/1129
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version on businesswire.com: https://www.businesswire.com/news/home/20240612490929/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
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