THESE CAPITAL INCREASES WILL RESULT IN A
MASSIVE DILUTION OF THE EXISTING SHAREHOLDERS AND COULD LEAD TO A
SIGNIFICANT DECREASE IN THE STOCK MARKET PRICE, THE VALUE OF THE
SHARE AFTER THESE TRANSACTIONS POSSIBLY BEING LESS THAN
€0.02
Regulatory News:
The accelerated safeguard plan of ORPEA SA (the
“Company”) (Paris:ORP), adopted by the Nanterre Specialised
Commercial Court on 24 July 2023 (the “Accelerated Safeguard
Plan”), provides for the implementation of three capital
increases, namely (i) a capital increase with maintenance of the
preferential subscription right, backstopped by the unsecured
creditors of the Company subscribing, if applicable, by way of
set-off against their claims, in an amount (including the issue
premium) of 3,884,212,344.65 euros, by issue of 64,629,157,149 new
shares at an issue price of 0.0601 euro per new share (the
“Equitization Capital Increase”), (ii) a capital increase
with cancellation of the preferential subscription right in favor
of named persons, for the benefit of Caisse des Dépôts et
Consignations, Mutuelle Assurance Instituteurs de France (MAIF),
CNP Assurances and MACSF Epargne Retraite (or companies affiliated
with them), with a priority period granted to the Existing
Shareholders (as defined below) of the Company, allowing them to
subscribe by preference to the shares issued, in an amount
(including the issue premium) of 1,160,080,551.59 euros, by issue
of 65,173,064,696 new shares at an issue price of 0.0178 euro per
new share (the “Groupement Capital Increase”) and (iii) a
capital increase with maintenance of the shareholders' preferential
subscription right in an amount (including the issue premium) of
390,019,672.62 euros, by issuing 29,324,787,415 new shares at an
issue price of 0.0133 euro per new share, to which the members of
the Groupement have committed to subscribe in the amount of
approximately 196 million euros, the balance, i.e. 194 million
euros, being guaranteed by five institutions holding a significant
portion of the Company's unsecured debt (the “Rights Issue”
and together with the Equitization Capital Increase and the
Groupement Capital Increase, the “Capital increases”).
It is reminded that the Existing Shareholders of the Company
will be granted preferential subscription rights enabling them to
subscribe (on an irreducible basis only) to the Equitization
Capital Increase and will benefit from a priority period enabling
them to subscribe by preference (on an irreducible basis only) to
the Groupement Capital Increase; this priority right is
non-negotiable and non-assignable.
Only the Existing Shareholders of the Company shareholders whose
securities are registered in an account on the reference date for
the granting of preferential subscription rights in the context of
the Equitization Capital Increase (the “Existing
Shareholders”) (currently anticipated around 15 November 2023
according to the indicative timetable envisaged) (the “Reference
Date”) will benefit from preferential subscription rights
enabling them to participate in the Equitization Capital Increase
and the priority period enabling them to participate in the
Groupement Capital Increase1. Any cash received by the Company in
respect of the subscriptions (including by the Existing
Shareholders) to new shares as part of the Equitization Capital
Increase on exercise of their preferential subscription rights will
be allocated to the repayment of the Company’s unsecured debt, at
par and pro rata.
It is reminded that the Existing Shareholders will benefit from
the priority period in the context of the Groupement Capital
Increase on the basis of the number of shares held by them on the
Reference Date, adding to it, where applicable and provided that
all the shares they hold on the Reference Date are held in pure
registered form (see box below), the shares that they may have
subscribed in the context of the Equitization Capital Increase upon
exercise on an irreducible basis of the preferential subscription
rights detached from the shares they held on the Reference Date
(excluding any new shares subscribed on exercise of additional
preferential subscription rights acquired by the Existing
Shareholders).
Thus, for each Existing Shareholder, the number of shares to
which it will be entitled to subscribe under the priority period in
the context of the Groupement Capital Increase will be equal to the
ratio of its eligible shares (as determined in accordance with the
preceding paragraph) on the total number of shares comprising the
Company's capital upon completion of the Equitization Capital
increase, applied to the number of shares issued as part of the
Groupement Capital increase.
In addition, it is recalled that the issue price of the new
shares in the context of the Equitization Capital Increase (0.0601
euro per share) is significantly higher than the issue price of the
shares to be issued in the context of the Groupement Capital
increase and in the context of the Rights Issue (0.0178 euro and
0.0133 euro per share respectively).
Consequences of capital increases for
Existing Shareholders – illustration based on a numerical
example
The implementation of the aforementioned capital increases will
result in a massive dilution for the Existing Shareholders and may
also lead to a very sharp decrease in the share price, which should
be close to the issue price of the Capital Increases. The Existing
Shareholders who wish to maintain their current level of equity
participation by exercising all their rights attached to the
Capital Increases would thus have to invest significant amounts in
the subscription of the new shares issued, and may suffer a very
significant loss in market value of the shares.
A simulation of the impact of the planned operations is
presented below for illustrative purposes only. This simulation is
based on assumptions and items beyond the Company's control (in
particular, changes in the Company's share price).
Illustrative example - Investments to be made by an Existing
Shareholder holding 75 Shares on the Reference Date and wishing to
maintain its current shareholding percentage post-Capital
Increases; loss of corresponding value estimated on the basis of a
post-Capital increase share price which would be the subscription
price of the Groupement Capital increase (€0.0178).
Equitization Capital Increase
The Existing Shareholder holding 75 shares of the Company on the
Reference Date, if it wishes not to be diluted by the Equitization
Capital Increase, should subscribe to the Equitization Capital
Increase by exercising all of its preferential subscription rights
on an irreducible basis up to 74 925 new shares2 , corresponding to
a total subscription price of EUR 4,503, compared to a
holding of 75 shares currently valued at approximately EUR
113, based on the closing price of the ORPEA share on 10
October 2023.
On this basis, and assuming that the share price after Capital
Increases would align with the subscription price of the Groupement
Capital increase (for illustrative purposes), the value of the
shares held by the Existing Shareholder would amount to 1,335
euros, with an investment thus corresponding for him to a latent
loss of market value of the shares of 3,169 euros (-70% of
the amount invested).
Groupement Capital Increase
The Existing Shareholder having subscribed for all of its rights
to the Equitization Capital Increase, if it wishes not to be
subsequently diluted as a result of the Groupement Capital
increase, should exercise its right of priority and subscribe on an
irreducible basis to the Groupement Capital Increase up to all its
rights. The number of shares retained for the priority right would
be equal to: 75 shares (i.e. the number of shares held on the
Reference Date) + 74,925 shares (i.e. the number of new shares
subscribed as part of the Equitization Capital increase, provided
that the Existing Shareholder holds its shares in the pure
registered form on the Reference Date, see box below) = 75,000
shares. The Existing Shareholder could therefore place an
irreducible priority subscription order for 75,555 new shares3
issued as part of the Groupement Capital increase, for a total
subscription price of €1,345.
Thus, in order to maintain its percentage of participation
unchanged following the Equitization Capital Increase and the
Groupement Capital Increase, the Existing Shareholder holding 75
shares should subscribe to 150,480 new shares and invest a total
of 5,848 euros.
On this basis, and assuming that the share price after the
Capital Increases would align with the subscription price of the
Groupement Capital increase (for illustrative purposes), the value
of the shares held by the Existing Shareholder would amount to
2,683 euros, corresponding for it to a latent loss of market value
of the new shares of 3,169 euros (-54% of the cumulative
amount invested).
Rights Issue
The Existing Shareholder having subscribed to the full amount of
its rights to the Equitization Capital Increase and to the
Groupement Capital Increase, if it wishes not to be subsequently
diluted as a result of the Rights Issue, should exercise all of its
preferential subscription rights on an irreducible basis up to
33,992 new shares4 issued as part of the Rights Issue, i.e. a total
subscription price of 452 euros.
Thus, in order to maintain its percentage of participation
unchanged following the three Capital Increases, the Existing
Shareholder holding 75 shares before the launch of the Equitization
Capital Increase would have to invest a total of 6,300
euros.
On this basis, and assuming that the share price after Capital
Increases would align with the subscription price of the Groupement
Capital increase (for illustrative purposes), the value of the
securities held by the Existing Shareholder would amount to 3,289
euros, corresponding for him to a latent loss of market value of
3,016 euros (-48% of the cumulative amount invested).
IMPORTANT
The attention of the Existing Shareholders currently holding
their shares in bearer form (au porteur) or in the administered
registered form (forme nominative administrée) is drawn to the need
to request that their shares be converted into pure registered form
(nominatif pur) by the Reference Date at the latest (i.e. around 15
November 2023 according to the indicative timetable envisaged) if
they wish that the new shares that they would subscribe for on an
irreducible basis (à titre irréductible) in the context of the
Equitization Capital Increase be taken into account when
exercising, where applicable, the right of priority that would be
open to them in the context of the Groupement Capital
Increase.
In the absence of a pure registered form, the new shares
subscribed by the Existing Shareholders upon the exercise of their
preferential subscription rights in the context of the Equitization
Capital Increase will not be taken into account for the purpose of
calculating their priority right.
It is specified that shareholders who have not converted
their shares in the pure registered form may nevertheless subscribe
to the Equitization Capital Increase and to the Groupement Capital
Increase. However, only the shares registered in the Existing
Shareholder’s securities account on the Reference Date will be
taken into account in this case, without taking into account the
new shares subscribed (if any) in the context of the Equitization
Capital Increase.
Shareholders wishing to have their shares converted into the
pure registered form are invited to apply to Société Générale
Securities Services, via the online platform accessible at the
following link:
https://forms.kroll.com/orbeon/fr/is/socgen-kyc/new?form-version=1
Shareholders are reminded that converting their shares to
pure registered form may result in processing delays, depending in
particular on the practices of their account holder.
About ORPEA
ORPEA is a leading global player, expert in providing care for
all types of frailty. The Group operates in 21 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/en
ORPEA is listed on Euronext Paris (ISIN: FR0000184798) and is a
member of the SBF 120, MSCI Small Cap Europe and CAC Mid 60
indices.
Disclaimer
This document does not constitute and shall not be considered as
constituting an offer to the public or a purchase offer or aimed at
soliciting public interest in view of a transaction by way of a
public offer.
Prospectuses relating to the capital increases will be submitted
by the Company to the approval of the Autorité des marchés
financiers before the effective launch of each capital
increase.
_________________________ 1This priority period will therefore
not benefit (i) unsecured creditors who may become shareholders of
the Company following the Equitization Capital Increase nor (ii) to
new shares subscribed to by the Existing Shareholders who also
qualify as unsecured creditors, as a result of the conversion of
their debt in the context of the Equitization Capital Increase.
2The Existing Shareholder will be granted a preferential
subscription right per share held, a preferential subscription
right giving the right to subscribe to 999 new shares as part of
the Equitization Capital Increase. 3The Existing Shareholder may
subscribe to the Groupement Capital Increase (65,173,064,696 shares
to issue) up to the share of its eligible shares in the capital of
the Company post Equitization Capital Increase, being specified
that if the exercise of the right of priority results in a number
of shares other than a whole number, then the number of shares to
which this Existing Shareholder can subscribe will be rounded down
to the lower integer. On this basis, in the example, the Existing
Shareholder will therefore be able to subscribe to
(75,000/64,693,851,000) x 65,173,064,696 = 75,555 new shares under
his priority right. 4The Existing Shareholder will be granted a
preferential subscription right per share held, with 31
preferential subscription rights giving the right to subscribe to 7
new shares as part of the Rights Issue.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231011564103/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 Press Relations Director
Tel: 07 70 29 53 74 i.herrier-naufle@orpea.net
Image7 Charlotte Le Barbier // Laurence Heilbronn 06 78
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Orpea (EU:ORP)
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