17.10.2007 05:00:00
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Eurazeo: ANF: Launch of a Capital Increase
Regulatory News:
ANF, a listed property investment company (société
d'investissements immobiliers cotée, or SIIC),
launches a capital increase without pre-emptive rights and with a
priority subscription period for an amount of EUR 291,419,552 by means
of an issuance of 6,200,416 new shares at a subscription price of
EUR 47 per new share. The issued amount can be increased
to a maximum amount of EUR 335,132,466 in the event of full
exercise of the Extension Facility. The capital increase will partially
finance the acquisition of a portfolio of 159 hotels operated by the B&B
Group.
On 24 July 2007, ANF announced that it had signed a protocol agreement
to purchase a portfolio of 159 hotels operated by the B&B Group under
the name "B&B Hotels”
and "Villages Hôtel”
for the sum of EUR 471 million including fees and transfer taxes. This
acquisition is scheduled for completion on 5 November 2007. The
properties for which the conditions precedent have not been met by that
date will be transferred in mid-December 2007.
The purpose of the offering is to enable the Company to finance
approximately 60% of the purchase price and to strengthen its equity
base in order to pursue its expansion strategy.
The main terms of the proposed transaction are as follows:
- a EUR 291,419,552 capital increase (including the issue premium) by
means of an issuance of 6,200,416 new shares for a
subscription price of EUR 47 per share, without pre-emptive
rights.
- the issuance can be increased to a maximum amount of EUR 335,132,466
(including the issuance premium) in the event of full exercise of the
Extension Facility representing up to 15% of the number of shares
initially offered.
- ANF shareholders as of 16 October 2007 will be granted a
non-negotiable, non-transferable priority subscription right on an
absolute basis for a period of three trading days, to subscribe for 3
new shares for every 7 existing shares. This entitlement ratio was
calculated on the basis of the maximum amount of the issuance including
the Extension Facility. Subscriptions made during the priority
subscription period will be accepted from 17 October 2007 to 19 October
2007, inclusive.
- new shares other than those that have been subscribed for by
shareholders during their absolute priority period will be placed,
between 17 October 2007 and 19 October 2007 inclusive, with individuals
or legal entities in France and with institutional investors in France
and outside France, with the notable exception of the United States of
America. The private placement with institutional investors may be
closed early without notice.
- the settlement, delivery and listing of the new shares on Eurolist by
Euronext Paris is scheduled to occur on 25 October 2007.
Eurazeo (Paris:RF), the main shareholder of ANF, which, through its
subsidiary Immobilière Bingen, owns 89.8% of
ANF’s capital, has indicated to the Company
that it does not intend to subscribe for the new issuance in order to
reduce its participation below 60% before January 1 2009 in order to
comply with SIIC 4 regulations’ recent
modifications. Six investors (Generali, Taube Hodson Stonex, Caisses d’Epargne
Provence-Alpes-Corse, Caisse Nationale des Caisses d’Epargne,
CNP Assurances and Cardif Assurance Vie) have undertaken to the Company
to subscribe for shares in an amount of EUR 239,5 million (EUR
241,7 million if the Extension Facility is exercised).
BNP Paribas is Lead Manager – Bookrunner of
the issuance.
The prospectus was approved by the French financial markets authority ("AMF”)
on 16 October 2007 under visa number 07-359. It comprises the ANF
reference document filed with the AMF on 10 August 2007 under number
R.07-136 ("Reference Document”)
and the Securities Note (which contains a summary of the prospectus) as
of 16 October 2007.
ANF
ANF is a listed property investment company (société
d'investissements immobiliers cotée, or
SIIC). It is one of the leading French companies in the sector in terms
of market capitalization.
ANF operates a real estate business involving the ownership and
management of commercial, office and residential rental properties,
located mainly in the Lyon and Marseille city centres. Its property
portfolio was valued at EUR 757 million at 30 June 2007 and totalled
373,000 sq. m., including 120,000 sq. m. of development projects to be
delivered between 2007 and 2012. This product mix provides both
profitability and security by combining active management of commercial
assets with the stability of recurring income from residential
properties.
Information for the public
The prospectus was approved by the French Financial Markets Authority ("AMF”)
on 16 October 2007 under visa number 07-359. Copies can be obtained free
of charge from ANF and the financial institutions authorised to receive
applications. The prospectus may also be consulted on the AMF’s
website (www.amf-France.org) and
on ANF’s website (www.anf-immobilier.com).
The prospectus comprises the ANF reference document filed with the AMF
on 10 August 2007 under number R.07-136 ("Reference
Document”) and the Securities Note which
contains a summary of the prospectus.
ANF advises investors to consider the risk factors contained in the
Prospectus approved by the French Financial Markets Authority.
A legal notice will be published in the Bulletin des Annonces Légales
Obligatoires on 19 October 2007.
This press release must not be published, distributed or disseminated,
directly or indirectly, in the United States (including its territories
and possessions, each State of the United States and the District of
Columbia), Australia, Canada, or Japan.
This press release and the information it contains are not an offer to
sell or to subscribe or a solicitation of an order to buy or subscribe
for securities in any country, in particular in the United States.
The securities described in this press release have not been and will
not be registered under the United States Securities Act of 1933, as
amended ("Securities Act”),
and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirement under the
Securities Act. There will be no public offer in the United States.
No public offering is being made in the United Kingdom. Within the
United Kingdom this press release is only directed at persons who have
professional experience in matters relating to investments falling
within Article 19(1) of the UK Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order”)
or who fall within Article 49(1) of the Order or are other persons to
whom ANF may otherwise lawfully communicate an invitation or inducement
to engage in investment activity in accordance with the Order (all such
persons together being referred to as "relevant
persons”). This press release must not be
acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this press release relates is
available only to relevant persons and will be engaged in only with
relevant persons.
The distribution of this press release in certain countries may
constitute a violation of applicable law. Therefore, anyone who is
physically present in such jurisdictions where this press release is
distributed must inform himself and comply with such laws and
regulations.
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