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Office Kennedy asset (Photo: Vitura)
This press release cannot be published,
transmitted or distributed, directly or indirectly, in the United
States, Canada, Australia or Japan.
Vitura (the “Company”) (Paris:VTR) announces the success
of its €34,526,296.80 share capital increase with shareholders’
preferential subscription rights (the “Rights Issue”). The
Rights Issue will result in the issuance of 935,672 new ordinary
shares (the “New Shares”) at a subscription price of €36.90
per New Share.
The proceeds of the Rights Issue will be used to finance part of
the acquisition of Office Kennedy building for an amount of €97
million, announced in a press release on 5 August 2021. The entire
balance will be financed by a bank loan of an amount of
approximately €65 million.
Following the subscription period, which ended on 30th September
2021, total subscription orders amounted to €36,454,912.20,
representing a total subscription rate of 105.59%:
- 801,663 New Shares were subscribed on an
irreducible basis (à titre irréductible) i.e., 85.68% of the New
Shares to be issued; and
- 186,275 New Shares were requested on a
reducible basis (à titre réductible), i.e., 19.91% of the New
Shares to be issued, and were only be satisfied with respect to
134,009 New Shares.
In accordance with their commitments and after the scale for
allotment has been applied, NW CGR 1 LLC, NW CGR 2 LLC, NW CGR 3
LLC, entities of Northwood Investors (the “Northwood Investors
Entities”) and Euro Bernini Private Limited, an entity of the
GIC group (the "GIC Entity") have fully exercised their
preferential subscription rights and have subscribed on an
irreducible basis (à titre irréductible) and on a reducible basis
(à titre réductible) for 609,162 New Shares and 275,000 New Shares,
respectively, representing an amount of €22,478,077.80 (i.e., 65.1%
of the New Shares to be issued) and €10,147,500.00 (i.e., 29.39% of
the New Shares to be issued), respectively.
After completion of the Rights Issue, Northwood Investors and
GIC will hold 57.60% and 25.18% of the share capital of the
Company, respectively.
Settlement and delivery and admission to trading of the New
Shares on the regulated market of Euronext in Paris (Segment B) on
the same line as the existing shares (FR 0010309096) should take
place on 8 October 2021 in accordance with the timetable of the
Rights Issue. As from that date, the share capital of Vitura will
be composed of 16,842,112 shares with a nominal value of €3.8 each,
for a total nominal share capital of €64,000,025.60, split as
follows:
Ownership structure
Shares
Theoretical voting
rights
Voting rights exercisable at
the General Shareholders' Meeting (3)
Number
%
Number
%
Number
%
Northwood (1)
9,701,031
57.60
9,701,031
57.60
9,701,031
57.69
GIC (2)
4,241,646
25.18
4,241,646
25.18
4,241,646
25.22
Free Float
2,873,195
17.06
2,873,195
17.06
2,873,195
17.09
Treasury Shares
26 240
0.16
26,240
0.16
-
-
Total
16,842,112
100
16,842,112
100
16,815,872
100
(1) means the companies NW CGR 1 S.a.r.l,
NW CGR 2 S.a.r.l and NW CGR 3 S.a.r.l, holding each 3,131,947
shares, and the company NW CGR Holdings LP, holding 305,190 shares,
members of the Northwood Parties Concerted Action
(2) means the company Euro Bernini Private
Limited
(3) Percentage calculated excluding the
treasury shares without voting rights held by the company
The New Shares will carry full rights (jouissance courante) as
from their issue date and will be immediately fully fungible with
the existing shares already traded on the regulated market of
Euronext in Paris.
Société Générale acted as Sole Global Coordinator and Bookrunner
of the transaction, and BNP Paribas as Co-Bookrunner.
Company’s lock-up
The Company has agreed to a lock-up expiring 90 calendar days
following the settlement and delivery date of the New Shares,
subject to certain customary exceptions.
Information available to the public
The Company has published a French language prospectus (the
“Prospectus”), which has been approved by the Autorité des
marchés financiers (“AMF”) on 13 September 2021 under number
21-394, comprising (i) the Universal Registration Document
(document d’enregistrement universel) of the Company filed with the
AMF on 6 April 2021 under number D.21-0262, (ii) the interim
financial report as of 30 June 2021 (rapport financier semestriel)
(iii) an amendment to the Universal Registration Document filed
with the AMF on 13 September 2021 under number D.21-0262-A01 and
(iv) a securities note (note d’opération) (including a summary of
the prospectus).
Vitura draws the public’s attention to the risk factors included
in pages 87 to 93 of the Universal Registration Document, in pages
23 et 24 of the interim financial report, in Chapter 3 of the
amendment to the Universal Registration Document and in chapter 2
of the securities note (note d’opération).
The French language Prospectus, approved by the AMF, is
available on the Company’s website (www.vitura.fr) and on the AMF’s
(www.amf-france.org). Hard copies of the Prospectus are also
available free of charge at the Company’s headquarters, located at
42 rue de Bassano, 75008 Paris.
About Vitura
Created in 2006, Vitura (formerly Cegereal) is a listed real
estate company that invests in prime office properties in Paris and
Greater Paris. The total value of the portfolio was estimated at
€1,455 million at June 30, 2021 (excluding transfer duties). Thanks
to its strong commitment to sustainable development, Vitura was
named a Global Sector Leader in the 2020 Global Real Estate
Sustainability Benchmark’s (GRESB) listed office property companies
category and received two Gold Awards from the European Public Real
Estate Association (EPRA) for the quality and transparency of its
financial and non-financial reporting. Its entire portfolio has
achieved NF HQETM Exploitation and BREEAM In-Use International
certification. Vitura is a REIT listed on Euronext Paris since
2006, in compartment B (ISIN: FR0010309096). The Company had a
market capitalization of €589 millions at 5 October 2021.
Visit our website to find out more: www.vitura.fr
Disclaimer
This press release and the information contained herein do not
constitute either an offer to sell or the solicitation of an offer
to purchase the Company’s securities, there shall not 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 approval under the securities laws of any such state or
jurisdiction.
The release, publication or distribution of this press release
in certain jurisdictions may be restricted by laws or regulations.
Therefore, persons in such jurisdictions into which this press
release is released, published or distributed must inform
themselves about and comply with such laws or regulations. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
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.
This press release is not a prospectus within the meaning of
Regulation (UE) 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 benefits associated with the
decision to invest in the securities. The approval of the
prospectus by the AMF should not be construed as a favorable
opinion on the securities offered or admitted to trading on a
regulated market.
European Economic Area
The offer is open to the public in France.
With respect to each Member State of the European Economic Area
(other than 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 that would require the
publication of a prospectus in any of the Relevant States.
Accordingly, the securities may only be offered and will only be
offered in the Relevant States (i) to qualified investors within
the meaning of the Prospectus Regulation, for any investor in a
Member State, or within the meaning of Regulation (EU) 2017/1129 as
made 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 natural or legal persons
(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 provided for in Article
1(4) of the Prospectus Regulation or in other cases not requiring
the publication by Vitura of a prospectus under Article 3 of the
Prospectus Regulation, the UK Prospectus Regulation and/or the
regulations applicable in such Relevant States.
These selling restrictions with respect to Relevant States apply
in addition to any other selling restrictions which may be
applicable in the Relevant States who have implemented the
Prospectus Regulation.
United Kingdom
This press release is distributed only to, and directed only at,
“qualified investors” (as defined in section 86(7) of the Financial
Services and Markets Act 2000) who are (i) investment professionals
falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as amended) (the
“Order”) or (ii) persons falling within Article 49(2) (a) to
(d) of the Order (high net worth entities, non-registered
associations, etc.) or (iii) to any other person to whom this press
release may be sent in compliance with applicable laws (all such
persons being referred to as “Qualified Persons”). This
press release is directed only at Qualified Persons and must not be
used or relied upon by unqualified persons. Any investment or
investment activity applies to, and may only be made by, Qualified
Persons. Any person who is not a Qualified Person shall not act or
rely on this press release or on any information contained
herein.
United States
This press release may not be published, distributed or
disclosed in the United States (including its territories and
possessions).
This document does not constitute an offer to sell, or a
solicitation of offers to purchase or subscribe for 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 “US. Securities Act”) or under any
applicable securities regulations of any state or other
jurisdiction in the United States, and may not be offered,
subscribed or sold in the United States absent registration or an
applicable exemption from registration requirements and may not be
offered or sold in the United States absent registration under the
Securities Act except pursuant to an exemption or in a transaction
exempt from registration under the US. Securities Act.
The shares of the Company have not been and will not be
registered under the US. Securities Act and the Company does not
intend to register any portion of the proposed offering in the
United States or to conduct a public offering in the United
States.
Canada, Australia and Japan
The new shares and the preferential subscription rights may not
be offered, sold or purchased in Canada (subject to certain
exceptions and pursuant to procedures set out by the Company),
Australia or Japan.
The distribution of this press release in certain countries may
constitute a violation of applicable legal provisions. Neither
Société Générale nor BNP Paribas undertake any responsibility in
relation thereof.
In connection with any offering of the securities referred
thereto (the "Financial Securities"), Société Générale, BNP
Paribas and any of their 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. 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.
Société Générale and BNP Paribas are acting for the Company and
no one else in connection with the offering of Financial Securities
and will not regard any other person as their clients nor be
responsible to any other person for providing the protections
afforded to any of their clients or for providing advice in
relation to any offering of the Financial 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 herein.
None of Société Générale, BNP Paribas nor any of their
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20211006005629/en/
Investor relations Charlotte de Laroche +33 1 42 25 76 42
info@vitura.fr
Media relations Aliénor Miens / Marion Bouchut +33 6 34 45 34 09
marion.bouchut@havas.com
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