ORPEA Announces the Implementation of the Reverse Share Split of Its Outstanding Shares
20 Février 2024 - 7:30AM
Business Wire
MAIN TRANSACTION TERMS
- Reverse share split through the exchange of one thousand
(1,000) existing shares with a par value of one euro cent (€0.01)
for one (1) new share to be issued with a par value of ten euros
(€10.00)
- Period of the reverse share split exchange: from February
20th, 2024 to March 21st, 2024 inclusive
- Effective date of reverse share split (listing of new
shares): March 22nd, 2024
- Suspension of the deferred settlement service for existing
shares: from February 27th, 2024
Regulatory News:
ORPEA S.A. (the “Company”) (Paris:ORP) announces today
the implementation of the reverse share split of all outstanding
shares of the Company and gives details of the terms of the
operation (the "Reverse Share Split").
In accordance with the notice of the Reverse Share Split in the
Bulletin des Annonces Légales Obligatoires (BALO) on February 5th,
2024 and following the announcement of the details and expected
timetable of the Reverse Share Split by the Company in the press
release dated February 5th, 2024, the Reverse Share Split will
start today in accordance with the terms set out below.
It should be remembered that following settlement-delivery of
the share capital increase with shareholders' preferential
subscription rights, having been the subject of a prospectus
approved by the AMF on January 17th, 2024 under number 24-006,
which took place on February 15th, 2024, the Company's share
capital now amounts to EUR 1,591,917,031.11, divided into
159,191,703,111 ordinary shares with a par value of one euro cent
(0.01) each.
The Reverse Share Split will result in the allocation of one (1)
new ordinary share to be issued with a par value of ten (10.00)
euros (the "New Shares") for one thousand (1,000) existing
ordinary shares with a par value of one euro cent (0.01) each (the
"Existing Shares"), and the division by one thousand (1,000)
of the number of outstanding shares of the Company's share capital
as of today, i.e. a total of 159,191,703,111 shares with a par
value of one euro cent (0.01) each.
It should be remembered that the Reverse Share Split is a purely
technical exchange transaction with no direct impact on the total
value of the Company's shares held by each shareholder.
A list of Frequently Asked Questions (FAQ) about the
Reverse Share Split is available at the following link.
Definitive terms and conditions of the
Reverse Share Split:
- Date of the beginning of the Reverse Share Split:
February 20th, 2024.
- Basis of the Reverse Share Split: exchange of one
thousand (1,000) Existing Shares with a par value of one euro cent
(0.01) for one (1) New Share with a par value of ten (10.00)
euros.
- Number of Existing Shares subject to the Reverse Share
Split: 159,191,703,111 shares, each with a par value of 0.01
euros.
- Number of New Shares to be issued as a result of the Reverse
Share Split: 159,191,703 shares with a par value of 10 euros
each.
- Reverse Share Split exchange period: thirty (30) days
from the date of commencement of the Reverse Share Split, i.e. from
February 20th, 2024 to March 21st, 2024 inclusive.
- Whole shares: the conversion of Existing Shares into New
Shares will be carried out automatically (procédure d’office).
- Fractional shares: shareholders who do not hold a number
of Existing Shares corresponding to a whole number of New Shares
must personally purchase or sell fractional Existing Shares, in
order to obtain a number of shares that is a multiple of 1,000, up
to and including March 21st, 2024 inclusive. After this date, any
shares that could not be allocated individually and corresponding
to fractional shares will be sold in accordance with the terms and
conditions set out in Article R. 228-12 of the French Commercial
Code and in accordance with market practice. Existing shares that
have not been consolidated will be delisted at the end of the
Reverse Share Split period.
- Voting rights: the New Shares will immediately carry
double voting rights, provided they are held in registered form,
if, at the date of the Reverse Share Split of the Existing Shares
from which they are issued, each of these Existing Shares carried
double voting rights. At the end of the Reverse Share Split period,
shares that have not been consolidated will lose their voting
rights and will no longer be included in the calculation of the
quorum, and their rights to future dividends will be
suspended.
- Centralization: all transactions relating to the Reverse
Share Split will be carried out by Société Générale Securities
Services, 32 rue du Champ de Tir, CS 30812, 44308 Nantes Cedex 3,
appointed as agent for the centralization of the Reverse Share
Split. Pursuant to Articles L. 228-6-1 and R. 228-12 of the French
Commercial Code, at the end of a period of 30 days from March 22nd,
2024, the New Shares that could not be allocated individually and
corresponding to fractional shares will be sold on the stock market
by the account holders, and the proceeds of the sale will be
allocated in proportion to the fractional shares of the holders of
these shares. Existing Shares subject to the Reverse Share Split
will be admitted to trading on Euronext Paris under ISIN code
FR0000184798 until March 21st, 2024, the last day of trading. New
Shares resulting from the Reverse Share Split will be admitted to
trading on Euronext Paris from March 22nd, 2024, the first day of
trading, under the new ISIN code FR001400NLM4.
- Adjustment of the exercise ratio of free shares awarded:
the Board of Directors has granted full powers to the Chief
Executive Officer, in order to preserve the rights of holders of
free shares awarded, to adjust the exercise ratio of free shares
awarded following the Reverse Share Split, if necessary, to take
account of the impact of the said Reverse Share Split on the
situation of holders of free shares awarded.
- Suspension of the eligibility of the Existing Shares for the
deferred settlement service: until the close of trading on
February 26th, 2024, the Existing Shares will remain eligible for
the deferred settlement service (the "DSS") and may
therefore continue to be subject to deferred settlement. As from
February 27th, 2024, the Existing Shares will no longer be eligible
for the DSS and will have to be settled in cash until their last
trading day, i.e. March 21st, 2024. As from March 22nd, 2024, the
date of their admission to listing, the New Shares will be eligible
for the DSS.
Indicative timetable:
February 5th, 2024
Publication of the notice of the Reverse
Share Split in the Bulletin des Annonces Légales Obligatoires
February 20th, 2024
Start of Reverse Share Split
operations
From February 27th, 2024
Suspension of the DSS for the Existing
Shares
February 20th, 2024 to March 21st, 2024
inclusive
Possibility for shareholders to buy and
sell shares in order to obtain a number without fractional
shares
March 21st, 2024
Last day of trading of Existing Shares
March 22nd, 2024
Listing of the New Shares
* * *
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/
Since December 2023, the ORPEA Group has been 50.2% owned by
Caisse des Dépôts, CNP Assurances, MAIF and MACSF Épargne
Retraite.
ORPEA is listed on Euronext Paris (ISIN: FR0000184798) and is a
member of the SBF 120 and CAC Mid 60 indices.
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version on businesswire.com: https://www.businesswire.com/news/home/20240219882598/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.: 01 44 71 94 94
ORPEA@newcap.eu
Press Relations
ORPEA Isabelle Herrier-Naufle Investor Relations Director
Tel.: 07 70 29 53 74 i.herrier-naufle@orpea.net
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