Success of ORPEA’s capital increase of EUR 100 million

Regulatory News:

ORPEA (Paris:ORP)

This press release should not be published, transmitted or distributed, directly and indirectly in the United States, Australia, Canada or Japan

ORPEA (the "Company”) announces today the success of its €100 million capital increase through a private placement, realized through an accelerated bookbuilding process in accordance with the provisions of Article L.411-2 II of the French Financial and Monetary Code.

2,478,929 new shares have been subscribed, representing 4.7% of the share capital before capital increase and 4.5% after capital increase, at a subscription price of €40.34 per share, i.e. a discount of 1.33% over the volume weighted average price of the Company’s share on 11 December 2013.

The settlement and delivery and the listing of the new shares on the regulated market of NYSE Euronext in Paris will take place on 16 December 2013. The new shares will carry full dividends rights and will be traded on the same trading line as the Company’s existing shares under the same ISIN Code FR0000184798.

The share capital of ORPEA following the capital increase will amount €69,346,239 represented by 55,476,991 shares with a par value of €1.25 each.

The transaction is led-managed by Natixis and Société Générale Corporate & Investment Banking acting as Joint Lead Managers and Joint Bookrunners.

Yves Le Masne, CEO of ORPEA, has declared: « This successful capital increase with a very limited discount, demonstrates investors’ confidence in the Group’s development model. Thanks to an increased financial capacity and the entry of CPPIB into ORPEA’s capital, a long-term investor, the group will be able to initiate a new phase in its international expansion, while remaining focused on value creation and profitability. Thus ORPEA is set in a new profitable growth dynamic in the long term, in order to respond to the ageing challenge in France, in Europe and outside Europe, through services’ quality and teams’ engagement. »

Next press release: sales for 2013 full-year
12 February 2014 before market opens

A propos d’ORPEA (www.orpea-corp.com)

Listed on Euronext Paris since April 2002, and a member of the Deferred Settlement Service, ORPEA is one of the leading European players in the Long-Term Care and Post-Acute Care sectors. At 1st March 2013, the Group had a unique European network of 431 healthcare facilities with 40,374 beds (34,972 of them operational), including:

• 29,477 beds in France: 26,488 operational (including 2,334 being renovated) + 2,989 under construction, at 339 facilities,
• 10,897 beds in Europe (Spain, Belgium, Italy and Switzerland): 8,484 operational (including 912 being renovated) + 2,413 under construction, at 92 facilities

Listed on Euronext Paris Compartment A of NYSE Euronext
Member of the CAC Mid 60 and SBF 120 indices - Member of the SRD
ISIN: FR0000184798 - Reuters: ORP.PA - Bloomberg: ORP FP

Disclaimer

This announcement is for information purposes only and does not, and shall not, in any circumstances, constitute a public offering by ORPEA nor a solicitation of an offer to subscribe for securities in any jurisdiction, including France.

The securities referred to herein may not be and will not be offered or sold to the public in France except to qualified investors and/or to a restricted circle of investors, acting for their own account, as defined in, and in accordance with Articles L. 411-2 II and D. 411-1 and D. 411-4 of the French Monetary and Financial Code.

No communication and no information in respect of this transaction may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction where such steps would be required. The issue, the subscription for or the purchase of ORPEA’s shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. ORPEA assumes no responsibility for any violation of any such restrictions by any person.

This announcement is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament ant the Council of November 4th, 2003, as amended, in particular by Directive 2010/73/UE in the extent such Directive has been transposed in the relevant member State of the European Economic Area (together, the "Prospectus Directive”).

With respect to the member States of the European Economic Area which have implemented the Prospectus Directive (each, a "relevant member State”), no action has been undertaken or will be undertaken to make an offer to the public of the securities requiring a publication of a prospectus in any relevant member State. As a result, the new shares of ORPEA may only be offered in relevant member States (i) to qualified investors, as defined by the Prospectus Directive, or (ii) in any other circumstances, not requiring ORPEA to publish a prospectus as provided under article 3(2) of the Prospectus Directive.

The distribution of this press release is not 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 directed only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments and fall within Article 19(5) ("investment professionals”) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) or (iv) are persons to whom this press release may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons”). The securities are directed only at Relevant Persons and no invitation, offer or agreements to subscribe, purchase or otherwise acquire the securities may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or rely on this document or any provision thereof. This press release is not a prospectus which has been approved by the Financial Services Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or any other jurisdiction which may be subject to restrictions. Securities may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act”), or exempt from registration. The shares of ORPEA have not been and will not be registered under the U.S. Securities Act and ORPEA does not intend to make a public offer of its securities in the United States.

In accordance with Article 211-3 of the General Regulation of the AMF, it is recalled that:

- the offer does not require a prospectus to be submitted for approval to the AMF.

- persons or entities referred to in Point 2°, Section II of Article L. 411-2 of the Monetary and Financial Code may take part in the offer solely for their own account, as provided in Articles D. 411-1, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the Monetary and Financial Code.

- the financial instruments thus acquired cannot be distributed directly or indirectly to the public otherwise than in accordance with Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Monetary and Financial Code.

The distribution of this document in certain countries may constitute a breach of applicable law. The persons in possession of this announcement shall then get knowledge of any local restrictions and shall comply with these restrictions.

The information contained in this document does not constitute an offer of securities for sale in the United States, Canada, Australia or Japan.

This press release may not be published, forwarded or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.