ALTAREA (EPA:ALTA) - Altarea launches a rights issue for an amount of approximately €350 million
Directive transparence : information réglementée Modalités de mise à disposition de prospectus
18/11/2021 07:45
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Press release
Paris, on November 18, 2021, 7.45am
Altarea launches a rights issue for an amount of approximately EUR350 million
Key terms of the transaction
* Subscription ratio: 3 new shares for 22 existing shares
* Subscription price: EUR143.75 per new share, representing a discount of 19.8%
on the theoretical ex-right price based on the closing share price on November
16, 2021, (EUR184.00)
* Theoretical value of the preferential subscription right (PSR): EUR4.83
* Trading period of the PSR: from November 19, 2021 to November 30, 2021
(included)
* Subscription period: from November 23, 2021 to December 2, 2021 (included)
* Subscription undertakings amount to 83.6% of the new shares to be issued(1),
representing approximately EUR292.6m:
* 48.36% (i.e. EUR169.3m) for Alain Taravella(2) and the extended concert
* 24.66% (i.e. EUR86.3m) for group Crédit Agricole Assurances
* 7.09% (i.e. EUR24.8m) for APG
* 1.48% (i.e. EUR5.2m) for Christian de Gournay and Opus Investment
* 1.01% (i.e. EUR3.5m) for Sogecap, as a result of the acquisition of a 1%
interest from APG
* 1.00% (i.e. EUR3.5m) for BPCE Vie
* Rights issue results: December 8, 2021 (after market trading)
* Settlement and admission to trading of the new shares: December 10, 2021
Altarea(3) also announces its decision to propose to the annual General Meeting
called to approve the financial statements for 2021 the distribution of a
EUR9.75 dividend per share(4) (vs EUR9.50 in 2020(5)) per share in respect of
the current financial year. The new shares to be issued as part of the capital
increase announced today will be entitled to this dividend, and will result in
an increase of approximately +14% of the number of outstanding shares.
(1) As of the date of the AMF approval on the Prospectus. The balance is the
subject of a bank underwriting enabling to cover 100% of the capital
increase.
(2) Through his various holding companies (AltaGroupe, Altager and Alta
Patrimoine) on an irreducible and reducible basis.
(3) Resolution of the Supervisory Board held on November 16, 2021.
(4) Subject to approval by the General Meeting called to approve the financial
statements for 2021, shareholders will be asked to opt either (i) for 100%
payment in cash or (ii) for 50% payment in shares and up to 50% in cash (with a
10% discount on the average opening price of the 20 trading days preceding the
general meeting and after deduction of the dividend amount.
(5) i.e. an increase of +2.6% vs 2020 and +5.6% taking into account the
theoretical adjustment resulting from the distribution of PSR in the context of
this capital increase (adjustment ratio being the ratio between the theoretical
ex-right price of the Altarea share and its closing price on November 16, 2021,
i.e. EUR179.17 / EUR184.00 = 0.97375).
Altarea announces today the launch of a capital increase with preferential
subscription rights ("PSR") for an amount of approximately EUR350 million.
Net proceeds of the offering of the new shares will be used by the Company as
part of the financing of the acquisition of Primonial Securities, as announced
on June 30, 2021(6). The final agreements on the acquisition of 100% of the
share capital(7) for an enterprise value of EUR1.9 billion(8) were signed on
July 23, 2021 and Altarea confirmed the two-step acquisition planning: the
acquisition of a 60% controlling stake to be completed in Q1 2022 and the
acquisition of the remaining 40% to be completed by the end of Q1 2024. Altarea
also announces its intention to propose to the annual General Meeting called to
approve the financial statements for 2021(9) the distribution of a EUR9.75
dividend per share in respect of the current financial year.
Through this transforming strategic transaction, Altarea steps up the
implementation of its integrated model across the whole real estate value
chain, by creating an unrivaled leader in Europe both in real estate investment
and development.
"Altarea is now entering the final stage of the acquisition of Primonial
announced last June, making Altarea the European independent leader in real
estate investment and development.
Our Group's growth will be driven by both the positive market trends in urban
transformation market, where Altarea is already the leader, and the real estate
asset management, in which Primonial is the leading European wealth and real
estate asset manager. The operational profile of our Group will combine growth
and resilience allowing us to target a potential fully diluted FFO Group Share
of EUR18-20 per share by 2025.
In the short term, the Group is targeting, on its current scope, a FFO Group
Share growth of around +10% in 2021 compared to 2020. Moreover, a dividend of
EUR9.75 per share, including for the new shares created during the capital
increase, will be proposed for the financial year 2021 at the General
Shareholders' Meeting that will approve the 2021 financial statements.
The purpose of this Capital Increase is to strengthen the Group's Equity by up
to c.EUR350 million in order to finance Primonial's acquisition. 83.6% of the
transaction is already covered by subscription commitments received from the
main shareholders on the date of the approval of the prospectus. My Family
Group commits to participate for an amount of around EUR169m.
More than ever, we have confidence in the Group's perspectives, and it is
entering a new growth cycle."
Alain Taravella, Altarea Group Chairman and Founder
(6) See the press release published on June 30, 2021: "Altarea enters into
exclusive negotiations with the shareholders of Primonial Group to create an
independent leader in real estate investment and property development",
available on altarea.com.
(7) The transaction perimeter includes real estate asset management (EUR31
billion in real estate assets managed from September 30, 2021) and
Distribution, as well as a minority stake of 15% in La Financière de
l'Echiquier.
(8) This amount includes the EUR800 million secured syndicated bank loan and
for which Altarea is 100% surety and guarantor. Excluding potential earn-out
for a maximum amount of EUR255m, payable in 2024, depending on the achievement
of the 2022-2023 business plan.
(9) Resolution of the Supervisory Board held on November 16, 2021.
Main terms of the capital increase
The Rights Issue will be carried out with shareholders' preferential
subscription rights, according to the 14th, resolution of the combined
shareholders general meeting held on June 29, 2021 and will result in the
issuance of 2,435,190 new shares at a subscription price of EUR143.75 per share
(i.e., a nominal value of EUR15.28 plus an issue premium of EUR128.47), to be
fully paid up upon subscription, representing gross proceeds, including the
issue premium, of EUR350,058,562.50 (of which EUR37,209,703.20 of nominal value
and EUR312,848,859.30 of issue premium).
Holders of existing shares recorded in their accounts as of the end of the
accounting day on November 18, 2021 will be entitled to receive preferential
subscription rights which will be detached from the underlying existing shares
on November 19, 2021. Existing shares will therefore trade ex-right from
November 19, 2021.
Each existing share will entitle its holder to receive one (1) PSR. 22 PSR will
entitle holders to subscribe for 3 new shares, on a non-reducible basis (à
titre irréductible), at a subscription price of EUR143.75 per new share.
Based on the closing price of Altarea's share price on the regulated market of
Euronext in Paris ("Euronext Paris") on November 16, 2021, i.e., EUR184.00:
* the theoretical value of one (1) PSR is EUR4.83 (this value may fluctuate
during the PSR trading period, in particular depending on changes in the price
of the Altarea share). Preferential subscription rights that are not exercised
before the end of the subscription period, i.e., on December 2, 2021 will
become null and void with zero value;
* the theoretical value of the ex-right share is EUR179.17;
* the subscription price for the new shares of EUR143.75 per share
(representing a nominal value of EUR15.28 plus an issue premium of EUR128.47)
reflects a discount of 19.8% to the theoretical ex-right share price and 21.9%
to the closing price on November 16, 2021.
The public offer will be only in France.
Subscriptions on a reducible basis (à titre réductible) will be allowed. Any
new shares not subscribed on an irreducible basis (à titre irréductible) will
be distributed and allocated to the holders of PSR having submitted additional
subscription orders on a reducible basis (à titre réductible) subject to
reduction in the event of over- subscription. Subscription orders are
irrevocable.
Subscribers who have made irreducible subscription orders (à titre
irréductible) are guaranteed, subject to the effective completion of the share
capital increase, to receive the number of new shares they have subscribed for
on an irreducible basis within the applicable timeframes. Those who have made
reducible subscription orders (à titre réductible) will be informed of their
allocation by their financial intermediary.
Subscription intentions
Subscription commitments received from shareholders amount to a total of
2,035,743 new shares (on a non-reducible and reducible basis), representing
83.6% of the share capital increase.
Altarea received subscription commitments from (i) the Concert of Founders
(Alain Taravella and his holding companies, AltaGroupe, Altager and Alta
Patrimoine, as well as the members of his family, and, Jacques Nicolet and his
holding company Everspeed), (ii) Jacques Ehrmann, (iii) the Group Crédit
Agricole Assurances (through the companies Predica, Crédit Agricole
Assurances, Crédit Agricole Vita, La Médicale and Spirica), (iv) BPCE Vie and
(v) Christian de Gournay, Chairman of the Supervisory Board, and his holding
company Opus Investment, (vi) ABP (APG) and (vii) SOGECAP, together
representing 79.94% of the share capital who undertook to subscribe on a
non-reducible basis in proportion to their respective holdings. In addition,
AltaGroupe undertook to subscribe on a reducible basis for 88,938 additional
new shares.
In addition, members of the Executive Committee informed the Company of their
intention to participate in the share capital increase by subscribing for 8,427
new shares on a non-reducible basis, i.e. approximately EUR1.2million.
Dilution
For illustrative purposes only, a shareholder holding 1.00% of Altarea's share
capital as of November 18, 2021, and who does not participate in the share
capital increase, would hold 0.88% following its completion.
Underwriting
The issuance of the new shares is being underwritten pursuant to an
underwriting agreement entered into on November 17, 2021 with a syndicate of
banks comprising Natixis and Société Générale, acting alongside with BNP
Paribas, Crédit Agricole Corporate and Investment Bank and Morgan Stanley
Europe SE as Joint Global Coordinators, Lead Managers and Joint Bookrunners,
who undertook, jointly but not severally, to subscribe for the new shares not
covered by the subscription commitments and not subscribed during the
subscription period. This underwriting agreement does not constitute an
irrevocable guarantee (garantie de bonne fin) within the meaning of Article L.
225-145 of the French Commercial Code.
Lock-up undertakings
Altarea has agreed to a lock-up period starting on the signing date of the
underwriting agreement and ending 90 calendar days after the settlement and
delivery date of the share capital increase, subject to certain exceptions.
AltaGroupe, Alta Patrimoine, Altager, Predica, Crédit Agricole Assurances,
Crédit Agricole Vita, Spirica, La Médicale, BPCE Vie, APG and SOGECAP have
agreed to lock-up periods starting on the signing date of the underwriting
agreement and ending 90 calendar days after the settlement and delivery date of
the share capital increase, subject to certain exceptions. It is specified that
in the event of termination of the underwriting agreement, lock-up commitments
could be waived by the Company without the consent of the banks.
Indicative timetable of the share capital increase
The PSR will be traded on Euronext Paris under the ISIN code FR0014006KI3 from
November 19, 2021 until November 30, 2021 inclusive. It will not be possible to
buy or sell PSR on the market after the close of trading on November 30, 2021.
The subscription period for the new shares will run from November 23, 2021 to
December 2, 2021, inclusive.
Any PSR not exercised before the end of the subscription period, i.e. the close
of trading on December 2, 2021, shall automatically become null and void.
Settlement and delivery of the new shares and commencement of trading on
Euronext Paris are expected to take place on December 10, 2021.
The new shares, which will entitle their holders to any dividends declared by
Altarea as from the date of issuance, will be, as from their issuance date,
fully fungible with Altarea's existing shares and will be traded under the same
trading line and ISIN code as Altarea's existing shares (ISIN code
FR0000033219).
Availability of the Prospectus
The prospectus (the " Prospectus ") including (i) the 2020 universal
registration document (document d'enregistrement universel) of Altarea filed
with the AMF on March, 19, 2021 under number D.21-0158, (ii) the amendment to
the 2020 universal registration document filed with the AMF on November 17,
2021 under number D.21-0058-A01 and (iii) a securities note (note d'opération)
(including the summary of the prospectus) which was filed with the AMF and
received approval under number 21-492 dated November 17, 2021 is available on
the website of the AMF (www.amf-france.org) and the Company (www.altarea.com).
Copies of the Prospectus are available free of charge at Altarea's registered
office, 87, rue de Richelieu, 75002 Paris, France.
Risk factors
Among the information included in the Prospectus, Investors' attention is drawn
to the risk factors included in chapter 5.2 "Risk factors and risk control
systems" of the 2020 universal registration document, as supplemented by
section 2 "Risk Factors" of the amendment to the 2020 universal registration
document and in section 2 "Risk Factors" of the securities note. In particular,
investors are invited to take into consideration the main risks related to the
Acquisition. The materialization of all or part of these risks is likely to
have an unfavorable effect on the business, reputation, results, financial
situation or perspectives of the Group. In addition, other risks, not yet
identified or considered insignificant by the Group at the date of approval of
the Prospectus by the AMF, could also have an unfavorable effect and investors
could lose all or part of their investment.
A presentation will be available for download on Altarea's website (section
Augmentation de capital avec maintien du droit préférentiel de souscription)
in French only.
ABOUT ALTAREA - FR0000033219 - ALTA
Altarea is the leading property developer in France and leader in the urban
transformation market. As both developer and investor, the Group operates in
the three main property markets (Retail, Residential and Business Property),
making it the leading developer of large mixed-use urban renewal projects in
France. The Group has the required expertise in each sector to design, develop,
market and manage made-to-measure property products. Altarea is listed in
Compartment A of Euronext Paris
FINANCE CONTACTS
Eric Dumas, Chief Financial Officer
edumas@altarea.com / + 33 1 44 95 51 42
Pierre Perrodin, Deputy Chief Financial Officer
pperrodin@altarea.com / + 33 6 43 34 57 13
Agnès Villeret - KOMODO
agnes.villeret@agence-komodo.com / +33 6 83 28 04 15
PRESS CONTACTS
Nathalie Bardin
nbardin@altarea.com / + 33 6 85 26 15 29
Nicolas Leviaux
nleviaux@altarea.com / +33 7 60 75 17 14
Laétitia Baudon - AGENCE SHAN
Laetitia.bauon@shan.fr / +33 6 12 94 05 66
Disclaimer
This announcement is not being made in and copies of it may not be distributed
or sent, directly or indirectly, into the United States of America, Australia,
Canada or Japan.
It does not constitute an offer to sell nor a solicitation of an offer to
purchase or ta subscribe securities in the United States or in any other
jurisdiction in which such an offer, solicitation or subscription would be
unlawful.
The securities referred to herein have not been registered under the us.
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 pursuant to an exemption from such registration. Altarea does not intend
to register all or any portion of the offering of the securities in the United
States of America or to conduct a public offering of the securities in the
United States of America.
This communication does not constitute an offer of the securities to the public
in the United Kingdom. This communication is being distributed to and is
directed only at (i) persons who are outside the United Kingdom or (ii) persons
who are investment professionals within the meaning of Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") and (iii) high net worth entities, and other persons ta whom it may
lawfully be communicated, falling within Article 49(2)(a) to (e) of the Order
(all such persons together being referred to as "Relevant Persons"). Any
investment activity to which this communication relates will only be available
ta and will only be engaged 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 announcement is an advertisement and not a prospectus within the meaning
of Regulation (EU) 2017/1129 of the European Parliament and the Council of 14
June 2017 (the "Prospectus Regulation"). With respect to the Member States of
the European Economic Area (other than France) (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 not be offered and will not be offered
in any of the Relevant States, except in accordance with the exemptions
provided for in Article 1 (4) of the Prospectus Regulation or in other cases
not requiring the publication by the Company of a prospectus under Article 3 of
the Prospectus Regulation and/or the regulations applicable in those Member
States. These sales restrictions regarding the Member States are in addition to
any other sales restrictions applicable in the Relevant States.
A prospectus including (i) the 2020 universal registration document (document
d'enregistrement universel) of the Company filed with the AMF on March, 19,
2021 under number D.21-0158 (the "Universal Registration Document"), (ii) the
amendment to the 2020 universal registration document (amendement au document
d'enregistrement universel 2020 filed with the AMF on November 17, 2021 under
number D.21-0058-A01) (the "Amendment"), (iii) the securities note (note
d'opération) and (iv) the summary of the prospectus, was filed with the AMF
and received approval under number 21-492 dated November 17, 2021 and is
available on the website of the Company (www.altarea.com) and the AMF
(www.amf-france.org). Copies of the Prospectus are available free of charge at
Altarea's registered office, 87, rue de Richelieu, 75002 Paris, France.
Certain information included in this press release does not constitute
historical data but constitutes forward-looking statements. These
forward-looking statements are based on current beliefs, expectations and
assumptions, including, without limitation, assumptions regarding the Group's
present and future business strategies and the economic environment in which
the Group operates. They involve known and unknown risks, uncertainties and
other factors, which may cause actual performance and results to be materially
different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include those discussed and identified in chapter
5.2 "Risk factors and risk control systems" of the 2020 universal registration
document, as supplemented by section 2 "Risk Factors" of the amendment to the
2020 universal registration document. These forward-looking information and
statements are no guarantee of future performance.