Cegereal launches a share capital increase with preferential subscription rights for an amount of approximately €80 million

Paris, October 1, 2018 - 8:00 a.m.
Permanent information

CeGeReal launches a SHARE capital increase with preferential subscription rights for an amount of approximately €80 million TO FINANCE A PORTION OF ITS CONTEMPLATED REAL ESTATE PROPERTY ACQUISITION

  • Subscription ratio: 1 new share for 6 existing shares

  • Subscription price: €35.85 per new share

  • Rights trading period: from 3 October 2018 to 11 October 2018 inclusive

  • Subscription period: from 5 October 2018 to 15 October 2018 inclusive

Cegereal (the "Company") announces today the launch of a share capital increase by way of an offering of new shares of the Company (the "New Shares") with shareholders` preferential subscription rights of approximately €80 million (the "Capital Increase").

The proceeds of the Capital Increase will be used to finance part of the Company`s acquisition of the Passy Kennedy building (for an amount of €218 million), announced on 18 September 2018. The entire balance of the acquisition price will be financed by a bank loan of an amount of approximately 145 million euros in order to cover costs related to the acquisition and expenses related to the Passy Kennedy building.

  • Main terms of the Capital Increase

The Capital Increase will take place through the allocation of preferential subscription rights to the benefit of existing shareholders and will result in the issuance of 2,228,750 New Shares.

Each shareholder of Cegereal will receive one preferential subscription right for each share it holds as of the close of trading on 2 October 2018. The subscription price for the New Shares has been set at €35.85 per share (i.e. a nominal value of €5 and an issue premium of €30.85). The subscription ratio is 1 new share for 6 existing shares. The subscription price represents a 3.11% discount to the closing price of the Company`s shares on 27 September 2018 (€37.00) and a 2.68% discount to the theoretical ex-right price (TERP).

Reducible subscriptions (à titre réductible) will be accepted but remain subject to reduction in the event of oversubscription. New Shares that will not be subscribed on an irreducible basis (à titre irréductible) will be distributed and allocated among the holders of preferential subscription rights having submitted additional subscription on a reducible basis (à titre réductible).

The Capital Increase will be open to the public only in France.

Société Générale is acting as Sole Global Coordinator and Bookrunner of the transaction, and BNP Paribas as Co-Bookrunner.

  • Subscription commitments of the main shareholders

Northwood Investors and GIC, holding respectively 7,405,494 shares (i.e. 55.38% of the share capital of the Company) and 3,343,125 shares (i.e. 25.00% of the share capital of the Company ) in the Company, have respectively undertaken to exercise all of the preferential subscription rights allocated to them on the basis of the existing shares they respectively hold and irrevocably commit to subscribe by means of orders on a reducible basis (à titre réductible) for maximum amounts of €10,801,462.60 and €4,876,281.15 respectively.