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 (Paris:ORP) (the “Company”) announces today the
characteristics and expected timetable of the reverse share split
of all outstanding shares of the Company (the "Reverse Share
Split").
The Reverse Share Split will begin on February 20th, 2024,
following settlement-delivery of the share capital increase with
shareholders' preferential subscription rights in an amount
(including the issue premium) of EUR 390,019,672.62, by way of
issuance of 29,324,787,415 new shares, having been the subject of a
prospectus approved by the AMF on January 17th, 2024 under number
24-006, and the settlement-delivery of which is scheduled for
February 15th, 2024 according to the indicative timetable announced
in the press release dated January 18th, 2024 (the "Rights
Issue").
The Chief Executive Officer, using the delegation of authority
granted to him by the Company's Board of Directors on January 16th,
2024, and in accordance with the twenty-fifth (25th) resolution of
the Company's combined General Meeting held on December 22nd, 2023,
has today decided to implement the Reverse Share Split.
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
at the start date of the Reverse Share Split on February 20th,
2024, i.e. a total of 159,191,703,111 shares with a par value of
0.01 euro each, taking into account the 29,324,787,415 shares to be
issued, according to the indicative timetable, on February 15th,
2024, as part of the Rights Issue.
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.
Main terms and conditions of the Reverse
Share Split:
- Date of the beginning of the Reverse Share Split:
February 20th, 2024, subject to completion on that date of the
Rights Issue.
- 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, based on the Company's share capital which, at the start of
the Reverse Share Split on February 20th, 2024, will include the
29,324,787,415 shares to be issued, according to the indicative
timetable, on February 15th, 2024, as part of the Rights
Issue.
- 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, on the basis of the Company's share capital which will
include, on the date of commencement of the Reverse Share Split on
February 20th, 2024, the 29,324,787,415 shares to be issued,
according to the indicative timetable, on February 15th, 2024, as
part of the Rights Issue.
The final number of Existing Shares subject to the Reverse Share
Split and the final number of New Shares to be issued as a result
of the Reverse Share Split, after taking into account the
29,324,787,415 shares to be issued in connection with the Rights
Issue, will be determined by the Chief Executive Officer no later
than the day on which the Reverse Share Split operations begin, and
will be published by the Company on its website.
- 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
A notice of Reverse Share Split has been published today in the
Bulletin des Annonces Légales Obligatoires (BALO).
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240204745378/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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