Not to be published, distributed or circulated directly or
indirectly in the United States, 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.
Terms of the transaction
- Subscription ratio: 4 new shares per 15 existing
shares
- Subscription price: €18.10 per new share
- Preferential subscription rights trading period: from
October 12th to October 22nd, 2020 inclusive
- Subscription period: from October 14th to October 26th,
2020 inclusive
- Subscription commitments: approximately €128 million,
i.e. c.32% of the total amount of the transaction
Regulatory News:
Korian (Paris:KORI), the leading European Care Services Group
for elderly and fragile people, announces the launch of a share
capital increase with shareholders’ preferential subscription
rights, for an amount (including issue premium) of approximately
€400 million.
Predica and Holding Malakoff Humanis, Korian’s two main
shareholders with ownership of approximatively 24.3% and 7.7%
respectively of Korian’s share capital, have committed to fully
take-up their rights, for a total subscription amount of
approximately €128 million, i.e. c.32% of the total amount of the
transaction. Korian is not aware of the intentions of its other
shareholders.
Reasons for the offer
The proceeds of the rights issue will be used for the purpose of
financing the acquisition price of Inicea, as well as reimbursing
Inicea’s debt, for a global amount of approximately €360 million,
and, for the remaining balance, to finance the future Group’s
growth in line with its development strategy.
The acquisition of Inicea was announced separately on October
1st, 2020.
Complementing an existing network of 11 psychiatry facilities,
the acquisition of Inicea significantly reinforces Korian’s
presence in the attractive private psychiatry market and creates
the third largest operator of psychiatry clinics in France1. The
acquisition of Inicea is expected to be accretive to Korian’s
EBITDA margin.
Key terms of the rights issue
The rights issue will be carried out through the allocation of
shareholders’ preferential subscription rights, pursuant to the
18th resolution of the combined general meeting of June 22nd, 2020,
and will result in the issuance of 22,113,296 new shares at a
subscription price of €18.10 per share (i.e., a par value of €5 and
plus and issue premium of €13.10), to be fully paid up upon
subscription, representing gross proceeds, including the issue
premium, of €400,250,657.60.
Existing shareholders of record as of the close of trading on
October 9th, 2020 and holders of shares issued upon the exercise of
outstanding (i) undated bonds convertible into new shares and/or
exchangeable for existing shares of Korian issued on July 3rd, 2017
and September 21st, 2018 (the ODIRNANE) and bonds convertible into
new shares and/or exchangeable for existing shares of Korian issued
on March 6th, 2020 (the OCEANE) that will have been exercised at
the latest on October 11th, 2020 will be entitled to receive
preferential subscription rights which will be detached from the
underlying existing shares on October 12th, 2020. Existing shares
will therefore trade ex-right from October 12th, 2020.
Each existing share will entitle its holder to receive 1
preferential subscription right. 15 rights will entitle holders to
subscribe for 4 new shares, at a subscription price of €18.10 on an
irreducible basis (à titre irréductible).
Subscriptions on a reducible basis (à titre réductible) will be
accepted. Any new shares not subscribed on an irreducible basis (à
titre irréductible) will be distributed and allocated to the
holders of the rights having submitted additional subscription
orders on a reducible basis (à titre réductible) subject to
reduction in the event of oversubscription.
Based on the closing price of Korian stock on the regulated
market of Euronext Paris (“Euronext Paris”) on October 6th, 2020,
i.e. €27.58:
- the theoretical value of 1 right is €2 (this value may
fluctuate during the rights trading period, in particular depending
on the evolution in the price of Korian shares)
- the theoretical value of the ex-right share is €25.58
- the subscription price for the new shares of €18.10 per share
(representing a nominal value of €5 and issue premium of €13.10)
reflects a discount of 29.3% to the theoretical ex-right share
price and 34.4% to the closing price on October 6th, 2020
The rights issue will be subject to an offer to the public in
France only. Upon a decision of the Board of Directors dated
October 1st, 2020, Korian decided to suspend the conversion right
attached to all the outstanding ODIRNANE and OCEANE as from October
12th, 2020 (00:01 a.m., Paris time), for a maximum period of three
months, i.e. until January 12th, 2021 (23:59, Paris time).
Guarantee
The rights issue (other than the new shares that are subject to
the subscription commitments of Predica and Holding Malakoff
Humanis and other than shares issued upon conversion of any
ODIRNANE or OCEANE) is being underwritten pursuant to an
underwriting agreement entered into on October 7th, 2020 with a
syndicate of banks including HSBC and Morgan Stanley acting as
Joint Global Coordinators and BNP Paribas, Crédit Agricole
Corporate & Investment Bank and Société Générale acting as
Joint Bookrunners. This agreement may be terminated under certain
conditions and in certain circumstances, in particular in case of
inaccuracy of the representations and warranties, non-compliance
with one of its commitments by the Company, non-realization of the
usual conditions precedent, significant adverse change in the
Company’s situation and its subsidiaries, or the occurrence of
significant national or international events.
Lock-up agreements
Korian has agreed to a lock-up period starting on the date of
signing of the underwriting agreement and ending 90 calendar days
after the settlement and delivery date of the rights issue, subject
to certain exceptions.
Predica and Holding Malakoff Humanis have each agreed to a
lock-up period starting on the date of the approval of the Autorité
des marchés financiers (AMF) on the French language prospectus in
respect of the rights issue and ending 90 calendar days after the
settlement and delivery date of the rights issue subject to certain
exceptions.
Dilution
Following the issue of the full amount of the rights issue, a
shareholder holding 1% of the share capital of Korian before the
rights issue and not subscribing to it would come to hold 0.79% of
the share capital on an undiluted basis and 0.69% of the share
capital on a diluted basis2.
Indicative timetable of the rights issue
The preferential subscription rights will be traded on Euronext
Paris under the ISIN code FR00140003N8 from October 12th, 2020
until October 22nd, 2020 inclusive. It will not be possible to buy
or sell the preferential subscription rights on the market after
the close of trading on October 22nd, 2020. The subscription period
for the new shares will run from October 14th, 2020 to October
26th, 2020 inclusive. Any preferential subscription rights not
exercised before the end of the subscription period, i.e. the close
of trading on October 26th, 2020, shall automatically become null
and void.
Settlement and delivery of the new shares and beginning of
trading on Euronext Paris are expected to take place on November
2nd, 2020. The new shares, which will carry dividend rights and
will entitle their holders to any dividends declared by Korian from
the date of issuance, will be, as from their issuance date, fully
fungible with Korian’s existing shares and will be traded under the
same trading line and ISIN code as the Korian’s existing shares
(ISIN code FR0010386334).
Dividend policy
The Company has paid for a number of years a dividend of €0.60
per share, with an option to be paid in shares. The payment of a
dividend of €0.66 per share (i.e. a total amount of approximately
€55 million) with an option for the payment in shares for the
financial year 2019 was announced on 27 February 2020 with the
publication of the annual results for the financial year 2019. In
light of the extent of the current pandemic and in order to use all
of its resources for the benefit of all Group stakeholders, the
Board of Directors decided to withdraw the payment of dividends
from the draft list of resolutions presented at the Annual General
Meeting of 22 June 2020.
As for the financial year 2020 and the subsequent financial
years, Korian expects to resume its dividend policy in line with
its previous dividend policy as soon as possible depending on the
general environment, on the financial situation of the Company and
the performance of its activities and investments.
Information available to the public
The prospectus in the French language including (i) the
universal registration document (document d’enregistrement
universel) of Korian filed with the AMF on May 7th, 2020 under
number D.20-0452, (ii) the amendment of the universal registration
document filed with the AMF on October 7th, 2020, 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 20-497 dated October 7th, 2020 is available on the
website of the AMF (www.amf-france.org) and the company
(www.korian.com). 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.
Risks
The investors’ attention is drawn to the risk factors included
in chapter 2 “Risk Factors” of the universal registration document,
in section 2 “Risk Factors” of the amendment to the universal
registration document and in chapter 2 “Risk Factors” of the
securities note (note d’opération).
Especially, investors are invited to take into consideration the
operational and financial risks due to the pandemic linked to the
Coronavirus (Covid-19) as described in chapter 2 “Risk Factors” of
the universal registration documents and updated in section 2 “Risk
Factors” of the amendment to the universal registration
document.
About Korian
Korian, the leading European Care Services Group for elderly and
fragile people.
www.korian.com
Korian has been listed on Euronext Paris
(Compartment A) since November 2006 and is included in the
following indices: SBF 120, CAC Health Care, CAC Mid 60, CAC Mid
& Small and MSCI Global Small Cap
Euronext Ticker: KORI – ISIN: FR0010386334 –
Reuters: KORI.PA – Bloomberg: KORI.FP
Disclaimers
This press release includes "forward-looking statements". All
statements other than statements of historical facts included in
this press release, including, without limitation, those regarding
Korian’s financial position, business strategy, plans and
objectives of management for future operations, are forward-looking
statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors, which may cause the
actual results, performance or achievements of Korian, or industry
results, to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding Korian’s present and future
business strategies and the environment in which Korian will
operate in the future. Additional factors could cause actual
results, performance or achievements to differ materially.
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 June 14, 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
(other 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 not and will not be offered in any
Relevant State except 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 Korian of a
prospectus pursuant to Article 3 of the 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.
Korian 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 press release is being issued pursuant to and in accordance
with Rule 135e under the Securities Act.
This announcement is not, and under no circumstances is it to be
construed as, a prospectus, offering memorandum, advertisement or
an offer to sell or solicitation of an offer to buy any of the
securities referred to herein in Canada.
This announcement may not be published, forwarded or
distributed, directly or indirectly, in the United States of
America, Australia or Japan.
1 In number of facilities
2 Assuming the definitive acquisition of all the 545,925 free
shares allocated and the issue of 7,744,342 shares upon exercise of
the conversion right under the 7,460,831 outstanding ODIRNANE and
the issue of 6,500,894 shares in the event of the conversion of the
6,500,894 outstanding OCEANE.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201007006055/en/
INVESTORS Sarah Mingham VP Investor Relations and
Financing sarah.mingham@korian.com Tél. : +33 (0)1 55 37 53 55
Carole Alexandre Deputy Head of Investor Relations
carole.alexandre@korian.com Tél. : +33 (0)7 64 65 22 44
MEDIA Jean-Marc Plantade VP Press Relations
jean-marc.plantade@korian.fr Tél. : +33 (0)7 62 90 32 58 Cyrille
Lachèvre Deputy Head of Press relations
cyrille.lachevre@korian.fr Tél. : +33 (0)7 61 53 54 86 Marjorie
Castoriadis Media Relations Manager
marjorie.castoriadis@korian.fr Tél. : +33 (0)7 63 59 88 81