Regulatory News:
Caisse des Dépôts, MAIF, CNP Assurances and
MACSF Epargne Retraite take stake in ORPEA in the context of the
€1.16 billion capital increase without preferential subscription
rights reserved for named persons, with a priority right granted to
existing shareholders
Not to be published, distributed or circulated
directly or indirectly in the United States, Canada, Australia or
Japan.
This press release is an advertisement and not
a prospectus within the meaning of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of June 14, 2017
ORPEA S.A (Paris:ORP) (the « Company »), announces today
the results of its share capital increase without preferential
subscription rights reserved for named persons, namely to Caisse
des Dépôts et Consignations (CDC), Mutuelle Assurance des
Instituteurs de France (MAIF), CNP Assurances and MACSF Epargne
Retraite (or companies affiliated to them) (the
“Groupement”), with a priority right granted to the Existing
Shareholders (as defined below) for a gross amount, including issue
premium, of EUR 1,160,080,552, by way of issuance of 65,173,064,696
new shares (the “New Shares”) at a subscription price of EUR
0.0178 per New Share (the “Groupement Capital
Increase”).
RESULTS OF THE GROUPEMENT CAPITAL INCREASE
Following the priority period which ended on December 12th,
2023, total demand arising from Existing Shareholders amounted to
5,625,195 New Shares.
Consequently, the 65,173,064,696 New Shares issued as part of
the Groupement Capital Increase have been subscribed as
follows:
- 5,625,195 New Shares have been subscribed by Existing
Shareholders, i.e. approximately EUR 0.1 million;
- 65,167,439,501 New Shares have been subscribed by the members
of the Groupement pursuant to their subscription commitment, i.e. a
total of approximately EUR 1 160 million, with a breakdown as
follows:
- Caisse des Dépôts et Consignations: 29,096,901,032 New Shares
representing a total subscription amount (including issue premium)
of approximately EUR 517.9 million;
- Mutuelle Assurance des Instituteurs de France (MAIF):
19,237,620,517 New Shares representing a total subscription amount
(including issue premium) of approximately EUR 342.4 million;
- CNP Assurances: 7,214,107,694 New Shares representing a total
subscription amount (including issue premium) of approximately EUR
128.4 million; and
- MACSF Epargne Retraite: 9,618,810,258 New Shares representing a
total subscription amount (including issue premium) of
approximately EUR 171,2 million.
As a reminder, the Groupement Capital Increase follows the
Equitization Capital Increase (as defined below) and is carried out
in the context of the accelerated safeguard plan adopted by the
Nanterre Specialised Commercial Court on July 24th, 2023 (the
“Accelerated Safeguard Plan”).
As previously described by the Company in the prospectus related
to the Groupement Capital Increase, and according to the terms of
the Accelerated Safeguard Plan, the priority right granted in the
Groupement Capital Increase benefited only to shareholders whose
shares were evidenced by book-entries (inscription en compte) at
the end of the accounting day of November 15th, 2023 (the
“Existing Shareholders”) based on the number of shares they
held as of this date, adding thereto, if applicable, and provided
that their shares were held in pure registered form (nominatif pur)
from November 15th, 2023 at the latest and are maintained in such
form until the settlement and delivery date of the Groupement
Capital Increase expected to take place on December 19th, 2023, the
shares that they may have subscribed as part of the Equitization
Capital Increase, i.e. a total number of shares on the basis of
which the priority right could be exercised of 69,015,525
shares.
IMPACT OF THE CAPITAL INCREASE ON THE COMPANY’S
SHAREHOLDING
After completion of the Groupement Capital Increase, the Company
share capital stands at EUR 1,298,669,156.96, comprised of
129,866,915,696 shares with a par value of EUR 0.01 each, held as
follows:
- Groupement: 50.18% of which:
- CDC: 22.41%,
- MAIF: 14.81%,
- CNP Assurances : 5.56%, and
- MACSF Epargne Retraite: 7.41%
- Unsecured Creditors: 48.84%
- Free float: 0.98%
It is reminded that pursuant to (i) the Lock-Up agreement,
entered into on 14 February 2023 between the Company, the
Groupement and five institutions holding unsecured debt of the
Company and (ii) the accelerated safeguard plan of the Company
approved by the specialized Commercial court of Nanterre on 24 July
2023, the appointment of the new directors will be submitted to the
next annual general meeting of the Company, to be held on 22
December 2023 (see also the press release of the Company dated 13
November 2023).
It is also reminded that, by letter received on 7 December 2023
(see the threshold crossing notification 223C2024 dated 11 December
2023), completed by a letter received on 8 December 2023, the
concert comprising Concert’O, Nexstone Capital and Mat Immo Beaune
has declared that it has crossed upwards, on 4 December 2023, the
thresholds of 5% and 10% of the capital and voting rights of the
Company and holds 7,670,545,736 ORPEA shares representing the same
number of voting rights, i.e. 11.86% of the capital and voting
rights of the Company, specifying that “this crossing of thresholds
results from the subscription to a share capital increase of the
Company (see in particular the prospectus approved by the AMF under
number 23-465 dated 10 November 2023 and the press release of ORPEA
dated 30 November 2023)”.
On this occasion, Concert’O has declared that it has crossed
upwards the thresholds of 5% of the capital and voting rights of
the Company. Any thresholds crossings (upwards or downwards) by
shareholders of the Company, following the settlement-delivery of
the Groupement Capital Increase, shall, as the case may be, be
subject to applicable notifications pursuant to regulations or the
by-laws and will be communicated to the market pursuant to
applicable regulations.
SETTLEMENT AND DELIVERY
Settlement, delivery and start of trading of the New Shares on
the regulated market of Euronext in Paris (“Euronext Paris”)
are expected to take place on December 19th, 2023. The New Shares
will immediately entitle their holders to all distributions, will
be immediately fungible with existing ordinary shares of the
Company and will be traded on the same trading line under the same
ISIN code FR0000184798.
REMINDER ON THE ACCELERATED SAFEGUARD PLAN
It is reminded that the Accelerated Safeguard Plan provides for
the implementation of three capital increases, namely (i) a capital
increase with shareholders' preferential subscription rights
backstopped by the unsecured creditors (the “Equitization
Capital Increase”), having been the subject of a prospectus
approved by the AMF on November 10th, 2023 under number 23-465, and
whose delivery-settlement occurred on December 4th, 2023, (ii) the
Groupement Capital Increase, as detailed in the press release dated
December 5th, 2023 and this press release, and (iii) a capital
increase with shareholders' preferential subscription right in an
amount (including the issue premium) of EUR 390,019,672.62, by
issuing 29,324,787,415 new shares at an issue price of EUR 0.0133
per new share, to which the members of the Groupement have
committed to subscribe in the amount of approximately EUR 196
million, the balance, i.e. EUR 194 million, being backstopped by
five institutions holding a significant portion of the Company's
unsecured debt (the “Rights Issue” and together with the
Equitization Capital Increase and the Groupement Capital Increase,
the “Capital Increases”, all three Capital Increases forming
an indivisible whole).
AVAILABILITY OF THE PROSPECTUS
The prospectus (the « Prospectus ») approved by the AMF
under number 23-503 on December 5th, 2023 and comprised of (i)
ORPEA S.A. 2022 universal registration document filed with the AMF
on June 7th, 2023 under number D. 23-0461 (the “Universal
Registration Document” or “URD”), (ii) the first
amendment to the URD filed with the AMF on November 10th, 2023
under number D.23-0461-A01 (the “First Amendment to the
URD”), (iii) the second amendment to the URD filed with the AMF
on December 5th, 2023 under number D.23-0461-A02 (the "Second
Amendment to the URD”), (iv) the securities note dated December
5th, 2023 (the “Securities Note”) and (v) the summary of the
Prospectus (included in the Securities Note) is available on the
websites of the AMF (www.amf-france.org) and the Company
(www.orpea-group.com). Copies of the Prospectus are available free
of charge at the Company’s registered office (12, rue Jean Jaurès,
92813 Puteaux).
RISK FACTORS
Investors’ attention is drawn to the risk factors relating to
the Company included in chapter 2 « Internal Control and Risk
Factors » of the URD as updated in chapter 2 of the First Amendment
to the URD and in chapter 2 of the Second Amendment to the URD and
the risk factors relating to the transaction and the New Shares
mentioned in chapter 2 “Risk Factors” of the Securities Note, in
particular risk factor 2.1 related to the massive dilution implied
by the Capital Increases and the need for Existing Shareholders to
invest or to have invested significant amounts if they want to
maintain their stakes unchanged.
About ORPEA
ORPEA is a leading global player, expert in providing care for
all types of frailty. The Group operates in 20 countries and covers
three core businesses: care for the elderly (nursing homes,
assisted living facilities, homecare and services), post-acute and
rehabilitation care and mental health care (specialized clinics).
It has more than 76,000 employees and welcomes more than 267,000
patients and residents each year.
https ://www.orpea-group.com/en
ORPEA is listed on Euronext Paris (ISIN: FR0000184798) and is a
member of the SBF 120 and CAC Mid 60 indices
Disclaimer
This press release does not constitute an offer to sell nor a
solicitation of an offer to buy, nor shall there be any sale of
ordinary shares in any State or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
The distribution of this document may, in certain jurisdictions,
be restricted by local legislations. Persons into whose possession
this document comes are required to inform themselves about and to
observe any such potential local restrictions.
This press release is an advertisement 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”). Potential 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 securities. The approval of the
prospectus by the AMF should not be understood as an endorsement of
the securities offered or admitted to trading on a regulated
market.
With respect to the member states of the European Economic Area
(others than France) and the United Kingdom (each a “Relevant
State”), no action has been undertaken or will be undertaken to
make an offer to the public of the securities referred to herein
requiring a publication of a prospectus in any Relevant State. As a
result, the securities may and will be offered in any Relevant
State only (i) to qualified investors within the meaning of the
Prospectus Regulation, for any investor in a Member State of the
European Economic Area, or Regulation (EU) 2017/1129 as part of
national law under the European Union (Withdrawal) Act 2018 (the
“UK Prospectus Regulation”), for any investor in the United
Kingdom, (ii) to fewer than 150 individuals or legal entities
(other than qualified investors as defined in the Prospectus
Regulation or the UK Prospectus Regulation, as the case may be), or
(iii) in accordance with the exemptions set forth in Article 1 (4)
of the Prospectus Regulation or under any other circumstances which
do not require the publication by the Company of a prospectus
pursuant to Article 3 of the Prospectus Regulation, of the UK
Prospectus Regulation and/or to applicable regulations of that
Relevant State.
The distribution of this press release has not been made, and
has not been approved, by an “authorised person” within the meaning
of Article 21(1) of the Financial Services and Markets Act 2000. As
a consequence, this press release is only being distributed to, and
is only directed at, persons in the United Kingdom that (i) are
“investment professionals” falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended, the “Order”), (ii) are persons falling
within Article 49(2)(a) to (d) (“high net worth companies,
unincorporated associations, etc.”) of the Order, or (iii) are
persons to whom an invitation or inducement to engage in investment
activity (within the meaning of Article 21 of the Financial
Services and Markets Act 2000) in connection with the issue or sale
of any securities may otherwise lawfully be communicated or caused
to be communicated (all such persons together being referred to as
“Relevant Persons”). Any investment or investment activity
to which this document relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons. Any
person who is not a Relevant Person should not act or rely on this
document or any of its contents.
This press release may not be published, distributed or
transmitted in the United States (including its territories and
dependencies). This press release does not constitute or form part
of any offer of securities for sale or any solicitation to purchase
or to subscribe for securities or any solicitation of sale of
securities in the United States. The securities referred to herein
have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the “Securities Act”) or the law of
any State or other jurisdiction of the United States, and may not
be offered or sold in the United States absent registration under
the Securities Act or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. The Company does not intend to register all or any
portion of the securities in the United States under the Securities
Act or to conduct a public offering of the securities in the United
States.
This announcement may not be published, forwarded or
distributed, directly or indirectly, in the United States, Canada,
Australia or Japan.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231214980615/en/
Investor Relations ORPEA Benoit Lesieur Investor
Relations Director b.lesieur@orpea.net
Toll-free number for shareholders : 0 805 480 480
Investor Relations NewCap Dusan Oresansky Tel. :
07 70 29 53 74 ORPEA@newcap.eu
Press Relations ORPEA Isabelle Herrier-Naufle
Investor Relations Director Tel. : 01 44 71 94 94
i.herrier-naufle@orpea.net
Image7 Charlotte Le Barbier // Laurence Heilbronn 06 78
37 27 60 – 06 89 87 61 37 clebarbier@image7.fr
lheilbronn@image7.fr
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