Key transaction terms:
- Subscription price: €1.11 per new share
- Subscription ratio: 3 new shares for 2 existing
shares
- Theoretical value of the preferential subscription right:
€1.254
- Rights trading period: from 14 June to 26 June 2024
inclusive
- Subscription period: from 18 June to 28 June 2024
inclusive
- Subscription commitments from Crédit Agricole Assurances
through its subsidiary Predica, HLD Europe, Flat Footed and Leima
Valeurs covering the full capital increase amount
Regulatory News:
NOT TO BE PUBLISHED, DISTRIBUTED OR CIRCULATED DIRECTLY OR
INDIRECTLY IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. THIS
PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN THE
UNITED STATES OF AMERICA OR ANY OTHER COUNTRY.
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.
Clariane (CLARIA.PA – ISIN FR0010386334) (the “Company”),
takes a decisive step forward in the completion of its financial
structure strengthening with the announcement today of the launch
of a capital increase in cash with shareholders’ preferential
subscription rights for an amount of approximately €237 million
(the “Rights Issue”), subsequent to a €92.1 million reserved
capital increase approved at the general meeting of shareholders
held on 10 June 2024 and completed on 12 June 2024 (the
“Reserved Capital Increase” and together with the Rights
Issue, the “Capital Increases”).
Reminder on the Plan to strengthen the financial structure of
Clariane announced on 14 November 2023
The Rights Issue is carried out in the context of Clariane’s
€1.5 billion plan to strengthen its financial structure and reduce
its debt, announced by the Company on 14 November 2023.
This plan is designed to secure and accelerate Clariane's debt
reduction path and enable the Group to benefit from a financial
structure adapted to a more challenging economic environment
triggered by inflation, interest rates rise and more complex access
to debt and real-estate markets, and finally to provide some
flexibility in the execution of its strategy.
The Capital Increases are coming as the third step of
such plan.
The Company completed the first two steps of its plan in
December 2023:
- The completion of the "Gingko" real-estate partnership for €140
million on 15 December 2023, followed by the completion of the
"Juniper" real-estate partnership for €90 million on 28 December
2023 with Credit Agricole Assurances through its subsidiary Predica
(Crédit Agricole Assurances through its subsidiary Predica was
reimbursed for these €90 million following the sale of its UK
assets by Clariane in April 2024)
- The arrangement and drawdown of a €200 million term loan with
Caisse Régionale de Crédit Agricole Mutuel de Paris et d'Ile de
France (CADIF), LCL and Crédit Agricole Corporate and Investment
Bank (CACIB).
At the same time, the Group has also embarked on the fourth
and last step of its plan with a program of disposals of
operating and real-estate of assets, as well as capital
partnerships, aimed in particular at a geographical refocusing of
its activities with of approximately €1 billion expected gross
proceeds. With the disposals of the United Kingdom and Netherlands
completed during the first quarter of 2024, and the planned sale of
its “Hospitalisation à Domicile” (HAD) business in France announced
on 6 May 2024, which received a favourable opinion from employee
representative bodies on 14 May 2024, the Group has committed, to
date, around 40% the planned disposal program.
The Rights Issue is subsequent to the Reserved Capital Increase
of €92.1 million approved on 10 June 2024 at the Combined General
Meeting of Shareholders and which settlement/delivery occurred on
12 June 2024. The Reserved Capital Increase was subscribed by
investment group HLD Europe for c. €74.1 million, investment funds
Flat Footed for c. €15 million and Leima Valeurs for c. €3
million.
The net proceeds of approximately €90 million from the Reserved
Capital Increase will be allocated to the early repayment of the
real estate bridge loan set up on 27 December 2023, which matures
on 31 January 2025, so that the balance of the bridge loan will
consequently be reduced to 85 million euros.
Following completion of the Reserved Capital Increase and prior
to the launch of the Rights Issue, HLD Europe holds 20.02% (and
25.67% after the agreement entered into on 11 June 2024 to acquire
all shares held by Holding Malakoff Humanis after Rights have
detached) of the Company’s share capital, Flat Footed holds 10.53%
of the Company’s share capital and Leima Valeurs holds 5.18% of the
Company’s share capital.
Main terms of the Rights Issue
The Rights Issue will be carried out with shareholders’
preferential subscription rights (the “Rights”), pursuant to
the 2nd resolution of the general meeting of shareholders held on
26 March 2024, and will result in the issue of 213,588,456 new
ordinary shares (the “New Shares”), at a subscription price
of €1.11 per New Share (i.e. €0.01 nominal value and €1.10 issue
premium), representing gross proceeds, including the issue premium,
of €237,083,186.16.
Each shareholder will receive one (1) Right per each share held
in a securities account as at the end of 17 June 2024. In order to
allow the registration in the securities account as of such date,
purchases in the market of existing shares must occur on 13 June
2024 at the latest. 2 Rights held will entitle their holder to
subscribe on an irreducible basis (à titre irréductible) for 3 New
Shares. Thus, a shareholder holding 2 existing shares will be able
to subscribe to 3 New Shares at a total subscription price of
€3.33. Rights will be detached from existing shares on 14 June 2024
and existing shares will thus be tradeable ex-rights from 14 June
2024.
Subscriptions on a reducible basis (à titre réductible) will be
accepted. Any New Shares not absorbed on an irreducible basis will
be allocated to the holders of the Rights having submitted
additional subscription orders on a reducible basis subject to
reduction in the event of oversubscription.
Based on the closing price of the Clariane shares on the
regulated market of Euronext in Paris (“Euronext Paris”) on
11 June 2024, i.e. €3.20, and on the subscription price of €1.11
per New Share (i.e. €0.01 of nominal value and €1.10 of issue
premium), the theoretical value of one (1) Right is €1.254, the
theoretical ex-right price of the share is €1.946.
For indicative purposes, the subscription price reflects a
discount of 43.0% to the theoretical ex-right share price
(calculated on the closing price on 11 June 2024) and 65.3% to the
Clariane’s share closing price on 11 June 2024.
These values do not necessarily reflect the value of the Rights
during their trading period, the ex-right price of a Clariane
existing share or the discounts, as observed in the market.
The Rights Issue will be open to the public in France only.
These capital increases mainly aim at reducing the Company’s
debt and strengthening its financial structure, as well as
supporting its "At your side” corporate project and its commitments
as a purpose-driven company.
The net proceeds of the Rights Issue, estimated at approximately
€234 million, will be allocated as follows: up to an amount of €85
million to the early repayment of the remaining balance of the real
estate bridge loan and up to an amount of €149 million to
strengthen the Company’s liquidity in order to enable it to meet
its debt maturities over a period of 12 months from the end of May
2024, including €88 million of Schuldschein maturing in December
2024 and real estate debt amortization scheduled each month for a
total of €115 million. The amount of debt not covered by the
proceeds of the Capital Increases (approximately €54 million) may
be covered by the Company's liquidities, amounting to €447 million
as of 31 March 2024.
Following the Rights Issue's completion, the Company will have
sufficient working capital to meet its obligations over the next 12
months from 12 June 2024. After repayment of the above-mentioned
debt maturities using the proceeds of the Capital Increases and the
Group's cash, the Company will be able to satisfy to the minimum
liquidity condition of €300 million in order to renew its RCF
facility if necessary.
BNP Paribas, Crédit Agricole Corporate and Investment Bank,
Natixis and Société Générale are acting as joint global
coordinators and joint bookrunners (the “Joint Global
Coordinators and Joint Bookrunners”) in respect of the Rights
Issue.
Crédit Agricole Corporate and Investment Bank and Rothschild
& Co act as financial advisor to the Company, Darrois Villey
Maillot Brochier and Davis Polk & Wardwell LLP as legal
advisors to the Company and A&O Shearman as legal advisor to
the Joint Global Coordinators and the Joint Global Bookrunners.
Indicative Timetable for the Rights Issue
The Rights will be detached on 14 June 2024 and tradeable from
14 June 2024 until 26 June 2024 inclusive on Euronext Paris under
ISIN code FR001400QSF6. Unexercised Rights will automatically lapse
at the end of the subscription period, i.e. on 28 June 2024. The
New Shares subscription period will be open from 18 June 2024 until
28 June 2024 (inclusive).
The issuance, settlement and delivery of the New Shares and
their admission to trading on Euronext Paris are expected to take
place on 5 July 2024. The New Shares will immediately entitle their
holders, from the date of issuance, to receive all dividends and
distribution decided by the Company from this date. They will be
immediately assimilated with existing shares of the Company and
will be traded on the same trading line under the same ISIN code
(FR0010386334).
Subscription commitments
As indicated in its press release dated 17 May 2024, Crédit
Agricole Assurances through its subsidiary Predica, aiming to
maintain its current shareholding in Clariane following the Capital
Increases at least equal to that which it held prior to the
completion of the Reserved Capital Increase (i.e., 24.64% of the
capital), has entered into on 16 May 2024 an agreement with Holding
Malakoff Humanis to acquire in the context of the Rights Issue,
part or all of the subscription rights of Holding Malakoff Humanis
at their theoretical value with the intention to exercise all or
part of the rights acquired. Furthermore, with this same holding
objective, on 4 June 2024 Predica entered into an agreement to
acquire the entire stake of Investissements PSP in the Company,
resulting in it holding approximately 21.1% of the Company’s share
capital following the settlement of the transaction on 13 June 2024
as a result of the completion of the Reserved Capital Increase.
HLD indicated that it entered into an agreement on 11 June 2024
to acquire all of the shares held by Holding Malakoff Humanis (i.e.
5.7% of the capital based on the current Company’s share capital),
excluding of the Rights linked to the Rights Issue, subject to the
condition precedent of the detachment of the said rights, and
having to take place prior to the settlement and delivery of the
Rights Issue.
At the date of the prospectus relating to the Rights Issue (the
“Prospectus”), the Company has received subscription
commitments from Crédit Agricole Assurances through its subsidiary
Predica, HLD Europe, Flat Footed and Leima Valeurs covering the
full amount of the Rights Issue. These commitments are as
follows:
- Predica has irrevocably committed to the Company to participate
in the Rights Issue (i) on an irreducible basis in proportion to
its stake in the Company’s share capital (i.e. 21.07% at the date
of the Prospectus - including the 3,647,317 Existing Shares
acquired from Investissements PSP for which settlement and delivery
should take place on 13 June 2024) and in respect of any other
shares that would be acquired by Predica, (ii) on an irreducible
basis in respect of the 7,614,085 Rights to be acquired from
Holding Malakoff Humanis at their theoretical value pursuant to an
agreement concluded on 16 May 2024 and (iii) on a reducible basis
for an additional number of New Shares, provided that Predica’s
total stake after completion of the Rights Issue does not exceed
29.90% of the Company’s share capital and voting rights.
- HLD has irrevocably committed to the Company to participate in
the Rights Issue (i) on an irreducible basis in proportion to its
stake in the Company’s share capital (i.e. 20.02% at the date of
the Prospectus without taking into account the Existing Shares
acquired from Holding Malakoff Humanis whose settlement and
delivery will take place before the settlement and delivery date of
the Rights Issue) and (ii) on a reducible basis for an additional
number of New Shares, up to a total subscription amount (on an
irreducible basis under (i) above and any other Rights that may be
acquired and exercised by HLD, and on a reducible basis) of €83.2
million, provided that HLD’s total stake after completion of the
Rights Issue, (and taking into account the shares acquired by HLD
before the settlement and delivery of the Rights Issue, it being
understood that HLD must at no time hold more than 29.99% of the
Company’s share capital) does not exceed 29.90% of the Company’s
share capital and voting rights.
- Flat Footed has irrevocably committed to the Company to
participate in the Rights Issue (i) on an irreducible basis in
proportion to its stake in the Company’s share capital (i.e.
10.53%1 at the date of the Prospectus) and (ii) on a reducible
basis for an additional number of New Shares, up to a total
subscription amount (on an irreducible and on a reducible basis) of
€65 million, provided that Flat Footed’s total stake after
completion of the Rights Issue does not exceed 29.90% of the
Company’s share capital and voting rights.
- Leima Valeurs has irrevocably committed to the Company to
participate to the Rights Issue (i) on an irreducible basis in
proportion to its stake in the Company’s share capital (i.e. 5.18%
at the date of the Prospectus) and (ii) on a reducible basis for an
additional number of New Shares, up to a total subscription amount
(on an irreducible and on a reducible basis) of €27 million,
provided that Leima Valeurs’ total stake after completion of the
Rights Issue does not exceed 29.90% of the Company share capital
and voting rights.
Mrs. Sophie Boissard, CEO, holding 83,934 existing shares, also
indicated that she would participate in the Rights Issue on an
irreducible basis prorata to her stake in the Company’s share
capital.
As of the date of the Prospectus, the Company is not aware of
the intention of other shareholders holding more than 5% of the
capital or members of its administrative or management bodies to
participate in the Rights Issue.
The Rights Issue is not subject to an underwriting agreement by
any banking syndicate.
Fairness Opinion from an Independent expert
The Company appointed on a voluntary basis the firm Finexsi,
located at 14 rue Bassano, 75116 Paris, France as independent
assessor, in accordance with Article 261-3 of the Autorité des
marchés financiers (“AMF”) General Regulation, in order to
establish a supplement to the fairness certificate relating to the
Rights Issue. The addendum dated 12 June 2024, completing the
initial Fairness Opinion dated 24 May 2024 established as part of
the Reserved Capital Increase by the Finexsi Firm is incorporated
by reference into the Prospectus (as defined below) related to the
Rights Issue, with the consent of Finexsi which has approved its
content and allowed the Company to report the conclusion of this
opinion.
Lock-up commitments
The Company has agreed to a lock-up period starting on the date
of the approval by the AMF of the Prospectus relating to the Rights
Issue and expiring 180 calendar days following the
settlement-delivery date of the New Shares, subject to certain
customary exceptions.
Crédit Agricole Assurances through its subsidiary Predica, HLD
Europe, Flat Footed and Leima Valeurs have each undertaken not to
increase their respective stake in the Company’s share capital
(held directly or indirectly, alone or in concert) beyond 29.99% of
the Company’s share capital (and voting rights for Crédit Agricole
Assurances through its subsidiary Predica)(subject to certain
customary exceptions), for a period of 12 months in the case of
Crédit Agricole Assurances / Predica and 36 months in the case of
HLD Europe, Flat Footed and Leima Valeurs.
HLD Europe, Flat Footed and Leima Valeurs have also undertaken
to hold the shares subscribed under the Reserved Capital Increase
for a period of 18 months following the completion of the Rights
Issue.
Each of Crédit Agricole Assurances via its subsidiary Predica,
HLD, Flat Footed, and Leima Valeur has agreed to a lock-up on the
New Shares, starting on the date of approval by the Autorité des
marchés financiers (“AMF”) of the prospectus relating to the rights
issue and ending 90 calendar days after the settlement and delivery
of the New Shares, subject to certain customary exceptions.
Finally, Credit Agricole Assurances through its subsidiary
Predica, HLD Europe, Flat Footed and Leima Valeurs have committed
not to act in concert.
Dilution
For illustrative purposes only, a shareholder holding 1% of the
share capital of the Company on 12 June 2024 on a non-dilutive
basis and not subscribing to the Rights Issue would hold, on a
non-diluted basis and after issuance of the New Shares, 0.40% of
the Company’s share capital, and on a diluted2 basis and after
issuance of the New Shares, 0.38% of the Company’s share
capital.
For illustrative purposes only, based on the number of shares in
circulation at the date of the Prospectus, the split of the
Company's shareholding at the date of the Prospectus and the
subscription commitments, and taking into account the subscription
to the Rights Issue at 100% and assuming the exercise of all Rights
(no subscription on a reducible basis), the share capital and
voting rights of the Company would be split as follows:
Shareholders
Number of shares
% of share capital
Number of voting
rights
% of voting rights (a)
Non diluted basis
Diluted basis (1)
Non diluted basis
Diluted basis (1)
Non diluted basis
Diluted basis (1)
Non diluted basis
Diluted basis (1)
Predica (b)
86,434,601
86,434,601
24.28%
23.16%
86,434,601
86,434,601
24.28%
23.16%
HLD (c)
79,298,260
79,298,260
22.28%
21.25%
79,298,260
79,298,260
22.28%
21.25%
Flat Footed (d)
37,489,110
37,959,344
10.53%
10.17%
37,489,110
37,959,344
10.53%
10.17%
Leima Valeurs
18,423,541
18,423,541
5.18%
4.94%
18,423,541
18,423,541
5.18%
4.94%
Treasury shares (e)
279,094
279,094
0.08%
0.07%
279,094
279,094
0.08%
0.07%
Float (f)
134,056,155
150,781,207
37.66%
40.40%
134,056,155
150,781,207
37.66%
40.40%
Total
355,980,761
373,176,047
100.00%
100.00%
355,980,761
373,176,047
100.00%
100.00%
(a) % of voting rights = gross voting
rights, including those attached to treasury shares. Treasury
shares are deprived of voting rights exercisable at a general
meeting. Number of voting rights exercisable as of 12 June 2024:
372,896,953
(b) Taking into account the acquisition by
Predica of the entire stake of Investissements PSP in the Company
as per a firm agreement concluded on 4 June 2024, the settlement
and delivery of which should take place on 13 June 2024, as
announced by Predica in a press release dated 5 June 2024.
(c) Taking into account the acquisition by
HLD of the entire stake of Holding Malakoff Humanis in the Company
(ex Rights), subject to the condition precedent of the detachment
of the rights linked to the Rights Issue.
(d) Flat Footed holds (i) 344,258
ODIRNANE, which exercise can take place at any time until 8
September 2026 and which can give right to 364,569 CLARIANE SE
shares according to a conversion rate of 1.059 and (ii) 90,467
OCEANE, which exercise can take place at any time until 6 March
2027 and can give right to 105,665 CLARIANE SE shares based on a
conversion rate of 1.168. It is specified that no opposition was
filed within the time limit set by the Ministry of the Economy as
part of the notification for the purposes of exemption from
authorization provided for in article R. 151-5 third paragraph of
the monetary and financial code in respect of foreign investments,
thus allowing Flat Footed to cross the threshold of 10% of the
Company’s voting rights.
(e) Treasury shares held as part of the
liquidity contract (258,544 shares as of 11 June 2024) and the
share buyback program (20,550 shares as of 11 June 2024).
(f) The free float is defined by
difference with other shareholders holding 5% or more of the
capital and voting rights.
(1) In the event of definitive acquisition
of all 2,398,781 shares allocated free of charge, of the issue of
7,950,981 shares upon exercise of the right to the
allocation/exchange of shares in respect of the 7,508,009 ODIRNANE
in circulation and of the issue of 6,845,524 shares in the event of
conversion of the 5,860,894 OCEANEs in circulation.
For illustrative purposes only, based on the number of shares in
circulation at the date of the Prospectus, the split of the
Company's shareholding at the date of the Prospectus and the
subscription commitments, and assuming a subscription on an
irreducible basis only to the Rights Issue up to 50% by the Rights
holders other than Predica, HLD, Flat Footed and Leima Valeurs, and
after allocation of orders on a reducible basis from Predica, HLD,
Flat Footed and Leima Valeurs, the share capital and voting rights
would be split as follows:
Shareholders
Number of shares
% of share capital
Number of voting
rights
% of voting rights (a)
Non diluted basis
Diluted basis (1)
Non diluted basis
Diluted basis (1)
Non diluted basis
Diluted basis (1)
Non diluted basis
Diluted basis (1)
Predica (b)
103,623,894
103,623,894
29.11%
27.77%
103,623,894
103,623,894
29.11%
27.77%
HLD (c)
92,320,632
92,320,632
25.93%
24.74%
92,320,632
92,320,632
25.93%
24.74%
Flat Footed (d)
44,340,999
44,811,233
12.46%
12.01%
44,340,999
44,811,233
12.46%
12.01%
Leima Valeurs
21,790,814
21,790,814
6.12%
5.84%
21,790,814
21,790,814
6.12%
5.84%
Treasury shares (e)
279,094
279,094
0.08%
0.07%
279,094
279,094
0.08%
0.07%
Float (f)
93,625,328
110,350,380
26.30%
29.57%
93,625,328
110,350,380
26.30%
29.57%
Total
355,980,761
373,176,047
100.00%
100.00%
355,980,761
373,176,047
100.00%
100.00%
(a) % of voting rights = gross voting
rights, including those attached to treasury shares. Treasury
shares are deprived of voting rights exercisable at a general
meeting. Number of voting rights exercisable as of 12 June 2024:
372,896,953
(b) Taking into account the acquisition by
Predica of the entire stake of Investissements PSP in the Company
as per a firm agreement concluded on 4 June 2024, the settlement
and delivery of which should take place on 13 June 2024, as
announced by Predica in a press release dated 5 June 2024.
(c) Taking into account the acquisition by
HLD of the entire stake of Holding Malakoff Humanis in the Company
(ex Rights), subject to the condition precedent of the detachment
of the rights linked to the Rights Issue.
(d) Flat Footed holds (i) 344,258
ODIRNANE, which exercise can take place at any time until 8
September 2026 and which can give right to 364,569 CLARIANE SE
shares according to a conversion rate of 1.059 and (ii) 90,467
OCEANE, which exercise can take place at any time until 6 March
2027 and can give right to 105,665 CLARIANE SE shares based on a
conversion rate of 1.168. It is specified that no opposition was
filed within the time limit set by the Ministry of the Economy as
part of the notification for the purposes of exemption from
authorization provided for in article R. 151-5 third paragraph of
the monetary and financial code in respect of foreign investments,
thus allowing Flat Footed to cross the threshold of 10% of the
Company’s voting rights.
(e) Treasury shares held as part of the
liquidity contract (258,544 shares as of 11 June 2024) and the
share buyback program (20,550 shares as of 11 June 2024).
(f) The free float is defined by
difference with other shareholders holding 5% or more of the
capital and voting rights.
(1) In the event of definitive acquisition
of all 2,398,781 shares allocated free of charge, of the issue of
7,950,981 shares upon exercise of the right to the
allocation/exchange of shares in respect of the 7,508,009 ODIRNANE
in circulation and of the issue of 6,845,524 shares in the event of
conversion of the 5,860,894 OCEANEs in circulation.
For illustrative purposes only, based on the number of shares in
circulation at the date of the Prospectus, the split of the
Company's shareholding at the date of the Prospectus and the
subscription commitments, and assuming a subscription on an
irreducible basis only to the Rights Issue up to 0% by the Rights
holders other than Predica, HLD, Flat Footed and Leima Valeurs, and
after allocation of orders on a reducible basis from Predica, HLD,
Flat Footed and Leima Valeurs, the share capital and voting rights
would be split as follows:
Shareholders
Number of shares
% of share capital
Number of voting
rights
% of voting rights (a)
Non diluted basis
Diluted basis (1)
Non diluted basis
Diluted basis (1)
Non diluted basis
Diluted basis (1)
Non diluted basis
Diluted basis (1)
Predica (b)
106,354,798
106,354,798
29.88%
28.50%
106,354,798
106,354,798
29.88%
28.50%
HLD (c)
106,354,798
106,354,798
29.88%
28.50%
106,354,798
106,354,798
29.88%
28.50%
Flat Footed (d)
60,208,754
60,678,988
16.91%
16.26%
60,208,754
60,678,988
16.91%
16.26%
Leima Valeurs
29,588,817
29,588,817
8.31%
7.93%
29,588,817
29,588,817
8.31%
7.93%
Treasury shares (e)
279,094
279,094
0.08%
0.07%
279,094
279,094
0.08%
0.07%
Float (f)
53,194,500
69,919,552
14.94%
18.74%
53,194,500
69,919,552
14.94%
18.74%
Total
355,980,761
373,176,047
100.00%
100.00%
355,980,761
373,176,047
100.00%
100.00%
(a) % of voting rights = gross voting
rights, including those attached to treasury shares. Treasury
shares are deprived of voting rights exercisable at a general
meeting. Number of voting rights exercisable as of 12 June 2024:
372,896,953
(b) Taking into account the acquisition by
Predica of the entire stake of Investissements PSP in the Company
as per a firm agreement concluded on 4 June 2024, the settlement
and delivery of which should take place on 13 June 2024, as
announced by Predica in a press release dated 5 June 2024.
(c) Taking into account the acquisition by
HLD of the entire stake of Holding Malakoff Humanis in the Company
(ex Rights), subject to the condition precedent of the detachment
of the rights linked to the Rights Issue.
(d) Flat Footed holds (i) 344,258
ODIRNANE, which exercise can take place at any time until 8
September 2026 and which can give right to 364,569 CLARIANE SE
shares according to a conversion rate of 1.059 and (ii) 90,467
OCEANE, which exercise can take place at any time until 6 March
2027 and can give right to 105,665 CLARIANE SE shares based on a
conversion rate of 1.168. It is specified that no opposition was
filed within the time limit set by the Ministry of the Economy as
part of the notification for the purposes of exemption from
authorization provided for in article R. 151-5 third paragraph of
the monetary and financial code in respect of foreign investments,
thus allowing Flat Footed to cross the threshold of 10% of the
Company’s voting rights.
(e) Treasury shares held as part of the
liquidity contract (258,544 shares as of 11 June 2024) and the
share buyback program (20,550 shares as of 11 June 2024).
(f) The free float is defined by
difference with other shareholders holding 5% or more of the
capital and voting rights.
(1) In the event of definitive acquisition
of all 2,398,781 shares allocated free of charge, of the issue of
7,950,981 shares upon exercise of the right to the
allocation/exchange of shares in respect of the 7,508,009 ODIRNANE
in circulation and of the issue of 6,845,524 shares in the event of
conversion of the 5,860,894 OCEANEs in circulation.
In addition, and in accordance with the undertakings it gave
when it became a purpose driven company (Société à Mission) in 2023
and the resolutions adopted by the Combined General Meeting of 26
March 2024, the Company plans to launch, depending on market
conditions, in the coming months, a capital increase reserved for
its employees, which will enable them to be fully involved in the
Group's plan to strengthen its financial structure and its "At your
side” corporate project.
Availability of the prospectus
The Prospectus in the French language approved by the AMF under
number 24-214 on 12 June 2024 and comprised of (i) Clariane 2023
universal registration document filed with the AMF on 30 April 2024
under number D. 24-0380 (the “Universal Registration
Document”), (ii) a first amendment to the URD filed with the
AMF on 31 May 2024 under number D.24-0380-A01 (the “First
Amendment”), (iii) a second amendment to the Universal
Registration Document filed with the AMF on 12 June 2024 under
number D.24-0380-A02 (the "Second Amendment” and with the
First Amendment, the “Amendments”), (iv) the securities note
dated 12 June 2024 (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.clariane.com). Copies of the Prospectus are available
free of charge at the Company’s registered office (21-25 rue
Balzac, 75008 Paris, France). Copies of the Prospectus are not and
will not be made available in the United States of America.
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 New Shares. The approval of the Prospectus by the AMF should
not be understood as a favorable opinion on the issuer and on the
quality of the financial securities covered by the Prospectus.
Risk factors
Investors’ attention is drawn to the risk factors relating to
the Company included in chapter 2 « Risk Factors » of the Universal
Registration Document as updated by the Amendments, in Chapter 2 of
the Second Amendment, and the risk factors relating to the
transaction and the New Shares mentioned in Chapter 2 “Risk
Factors” of the Securities Note.
Disclaimer
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
Clariane’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, many of which are
beyond Clariane S.E.’s control, which may cause the actual results,
performance or achievements of Clariane, 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 Clariane’s present and future business
strategies and the environment in which Clariane will operate in
the future. Additional factors could cause actual results,
performance or achievements to differ materially.
All forward-looking statements included in this press release
speak only as of the date of this press release. Clariane S.E.
undertakes no obligation and assumes no responsibility to update
the information contained herein beyond what is required by
applicable regulations. Neither Clariane S.E., nor any of its
directors, officers, employees, agents, affiliates or advisers
accepts any responsibility whatsoever for the reasonableness of
assumptions made or opinions stated or the likelihood of the
achievement of projections, prospects or returns. Any
responsibility or liability for any such information is expressly
disclaimed. Nothing in this press release is, or should be relied
upon as, a promise or representation of the future. In addition, no
statement in this press release is intended to be nor may be
construed as a profit forecast. Past performance of Clariane S.E.
cannot be relied on as a guide to future performance.
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 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 Clariane 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 of America (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 of America.
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 of America, and may not be
offered or sold in the United States of America 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. Clariane does not intend to register all or any
portion of the securities in the United States of America under the
Securities Act or to conduct a public offering of the securities in
the United States of America.
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, Canada, Australia or Japan.
About Clariane
Clariane is the leading European community for care in times of
vulnerability. It has operations in six countries: Belgium, France,
Germany, Italy, the Netherlands, and Spain.
Relying on their diverse expertise, each year the Group’s 60,000
professionals provide services to over 800,000 patients and
residents in three main areas of activity: long-term care nursing
home (Korian, Seniors Residencias, Berkley, etc.), specialized care
facilities and services (Inicea, Ita, Grupo 5, Lebenswert, etc.),
and alternative living solutions (Petits-fils, Ages et Vie,
etc.).
In June 2023, Clariane became a purpose-driven company and added
to its bylaws a new corporate purpose, common to all its
activities: “To take care of each person’s humanity in times of
vulnerability”.
Clariane has been listed on Euronext Paris since November 2006,
In compartment B.
Euronext ticker: CLARI.PA - ISIN: FR0010386334
____________________________ 1 It is specified that no
opposition was filed within the time limit set by the Ministry of
the Economy as part of the notification for the purposes of
exemption from authorization provided for in article R. 151-5 third
paragraph of the monetary and financial code in respect of foreign
investments, thus allowing Flat Footed to cross the threshold of
10% of the Company’s voting rights. 2 Note: taking into account
free shares and shares underlying the, ODIRNANEs and OCEANEs
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240612823023/en/
Investors Stéphane Bisseuil Investor Relations
Director +33 (0) 6 58 60 68 69 stephane.bisseuil@clariane.com
Press Matthieu Desplats Press Relations Director
06 58 09 01 61 matthieu.desplats@clariane.com
Florian Bachelet Head of press relations 06 79 86 78 23
florian.bachelet@clariane.com
Julie Mary Head of press relations 06 59 72 50 69
julie.mary@clariane.com
Clariane (EU:CLARI)
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