Effective Completion of the Acquisition by
Icade of the Majority Stake Held by Eurazeo in ANF
Regulatory News:
ANF Immobilier (Paris:ANF):
I) Transactions
On 24 July 2017, ANF Immobilier ("ANF") announced that it
had entered into two agreements for exclusive negotiations:
- one with the asset management company Primonial REIM relating
to the projected block acquisition by the latter, as part of its
fund management activity, of almost all of the "Legacy" real estate
portfolio of ANF mixed use assets mainly located in Marseille (the
"Legacy Portfolio"), and of one retail asset in Lyon, for an
aggregate price of 400 million euros excluding duties (together,
the "Sold Portfolio");
- another with Icade, relating to the projected acquisition of
ANF by Icade through the acquisition of the majority stake held by
Eurazeo in ANF followed by a mandatory tender offer, at a price of
22.15 euros per share ("Icade's Proposed Offer"), with
Eurazeo and Icade also having entered into an agreement for
exclusive negotiations relating to the sale of Eurazeo's majority
stake under such conditions.
On 10 October 2017, following in particular the favorable
opinions of their employee representative bodies, Eurazeo and Icade
entered into an agreement for the acquisition by Icade of the
majority stake held by Eurazeo in ANF, representing circa 50.5% of
the share capital and 50.2%1 of the voting rights of the Company,
for a price of 22.15 euros per share. This acquisition was subject
to certain conditions precedent, and in particular to (i) the
execution of the binding promise to buy and sell the Sold Portfolio
with Primonial REIM and (ii) the favorable reasoned opinion of
ANF's supervisory board regarding Icade's Proposed Offer.
On 23 October 2017, after having examined the report drawn up by
Finexsi, represented by Mr. Peronnet, appointed as independent
expert by ANF's supervisory board, which is conclusive as to the
fairness of the financial conditions of the sale of the Sold
Portfolio and of Icade's Proposed Offer for the remaining ANF
shares, ANF's supervisory board issued its reasoned opinion
regarding Icade's Proposed Offer.
Acting by unanimity of its present or represented members, the
supervisory board considered that Icade's Proposed Offer is in the
interest of the Company, its shareholders who are offered an
optional liquidity opportunity, and its employees, and, as a
result, issued a favorable opinion regarding Icade's Proposed
Offer, and recommended that shareholders of the Company tender
their shares into Icade's Proposed Offer.
The supervisory board decided that the treasury shares,
representing circa 4.6% of the share capital and 4.2% of the voting
rights2, and which are held by the Company in order to allow it to
meet its obligations arising from the stock option plans and bonus
share plans, would not be tendered.
Beforehand and on the same day, following the unanimous approval
of the members of the supervisory board, ANF and two companies
managed by Primonial REIM entered into two binding promises to buy
and sell the Sold Portfolio for an aggregate price of 400 million
euros excluding duties.
With the conditions precedent having been fulfilled, Icade and
Eurazeo completed the acquisition by Icade of the majority stake
held by Eurazeo in ANF, at the announced price of 22.15 euros per
share, i.e., an aggregate price of circa 213 million euros. This
price represents a +5.0% premium over the closing market price on
21 July 2017 (prior to the announcement of the negotiations), a
+10.2% premium over the weighted average of market prices during
the three months preceding 21 July and a +5.7% premium over and a
-15,2% discount on the published triple net Net Asset Value as of
30 June 2017 and 31 December 2016, respectively (adjusted for the
dividend paid on 6 June 2017).
The filing with the French Financial Markets Authority (Autorité
des Marchés Financiers) of Icade's Proposed Offer at a price of
22.15 euros per ANF share is expected to take place in the next
days, and subject to the clearance decision of the collège of the
French Financial Markets Authority, the opening of the offer should
occur during the month of November. The independent expert report
will be attached to the draft offer document in response which will
be filed by the Company with the French Financial Markets
Authority.
The consummation of the sale by the Company of the Sold
Portfolio to two companies managed by Primonial REIM should occur,
subject to the satisfaction of the conditions precedent (in
particular, the waiver of the city’s preemption right (droit de
preemption urbain), before the end of December 2017.
II) Governance
Following the completion of the acquisition by Icade of the
majority stake held by Eurazeo in ANF, ANF's governance was
adjusted in order to reflect its new capital structure.
1) Supervisory Board
The supervisory board currently includes the following
members:
- Mr. Olivier Wigniolle, Chairman of the
supervisory board;
- Mrs. Victoire Aubry, member of the
supervisory board;
- Mrs. Vanessa Bouquillion, member of the
supervisory board;
- Mr. Jean-Philippe Carrascosa, member of
the supervisory board;
- Mr. Antoine de Chabannes, member of the
supervisory board;
- Mr. Sébastien Didier, member of the
supervisory board;
- Mr. Alain Lemaire, independent member
of the supervisory board;
- Mr. Sébastien Pezet, independent member
of the supervisory board;
- Mrs. Sabine Roux de Bézieux,
independent member of the supervisory board;
- Mrs. Isabelle Xoual, independent member
of the supervisory board.
The supervisory board will continue to be made up of over one
third of independent members in accordance with the recommendations
of the Afep-Medef Corporate Governance Code to which the Company
refers.
The committees of the supervisory board are now composed as
follows:
- Audit Committee: Mr. Alain Lemaire
(Chairman), Mrs. Victoire Aubry, Mr. Jean-Philippe Carrascosa and
Mrs. Sabine Roux de Bézieux;
- Compensation and Appointments
Committee: Mrs. Isabelle Xoual (Chairwoman), Mr. Olivier Wigniolle,
Mr. Antoine de Chabannes and Mrs. Sabine Roux de Bézieux;
- Properties Committee: Mr. Olivier
Wigniolle (Chairman), Mr. Alain Lemaire, Mr. Antoine de Chabannes,
Mr. Sébastien Didier and Mr. Sébastien Pezet.
2) Executive Board
The supervisory board removed Mr. Renaud Haberkorn from office
as member and Chairman of the executive board.
Mrs. Emmanuelle Baboulin was appointed as member and Chair of
the executive board. Mrs. Baboulin is a graduate of the École
supérieure des travaux publics. She began her career in 1986 at
Bateg, part of the SGE Group, as a commercial engineer. In 1990,
she joined Sorif, a subsidiary of the Vinci group, as programme
manager and director. In 2004, she became Head of the Office
department and member of the Vinci Immobilier management board. She
joined Icade in 2008 as Head of Commercial Promotion for
Île-de-France, and member of the management board for Icade's
Development division. Since 1 September 2015, Emmanuelle Baboulin
has been serving as a member of Icade's executive committee, head
of the Commercial Property Investment Division. She is also
vice-chair of the Club de l'Immobilier.
Mrs. Ghislaine Seguin remains in office as member of the
executive board.
III) Compensation
- Chairman of the Executive Board
The supervisory board removed Mr. Renaud Haberkorn from office
as member and Chairman of the executive board. The latter will be
entitled to the severance payment authorized by the supervisory
board on 3 March 2015 in the context of Mr. Renaud Haberkorn's
appointment, confirmed by the supervisory board on 8 March 2017 in
the context of the renewal of his term and approved by the
Company's shareholders' meeting on 10 May 2017 (severance payment
amounting to 150% of the gross annual compensation, i.e., 18 months
of pay).
Based on the favorable opinion of the Compensation and
Appointments Committee, the supervisory board:
- noted that the condition of Mr. Renaud
Haberkorn's termination was fulfilled;
- noted that the performance conditions
provided by the supervisory board of 8 March 2017 had been
achieved;
- approved the payment of a gross
severance payment amounting to, in accordance with the formula
authorized by the Company's shareholders' meeting on 10 May 2017,
1,000,950 euros corresponding to 150% of the gross annual
compensation paid to Mr. Renaud Haberkorn the year before the
termination.
Based on the favorable opinion of the Compensation and
Appointments Committee, and after having noted the level of
achievement of the applicable performance conditions, the
supervisory board also approved the payment to Mr. Renaud Haberkorn
of his variable annual compensation calculated on a prorata basis
based on his effective presence within the Company over the past
year, i.e., a gross amount equal to 137,275 euros. Pursuant to the
applicable legal provisions (in particular the provisions of the
"Sapin II" Act), the effective payment remains however subject to
the "ex post" vote in favor of the Company's shareholders' meeting
which shall be convened in 2018 to approve the financial statements
of the year ended 31 December 2017.
With respect to Mr. Renaud Haberkorn's 11,000 bonus shares under
vesting granted on 23 May 2016, in accordance with the terms and
conditions of the plan and based on the favorable opinion of the
Compensation and Appointments Committee, the supervisory board
waived the presence condition and made a determination on the level
of achievement of the performance conditions in order to set the
number of bonus shares that will be vested (i.e., 6,176 bonus
shares) at the end of the applicable vesting period (with
exceptions), i.e., 23 May 2019.
With respect to Mr. Renaud Haberkorn's 50,000 stock options
under vesting granted on 12 November 2014, based on the favorable
opinion of the Compensation and Appointments Committee, the
supervisory board noted the acceleration of said options due to the
change of control which occurred on 23 October 2017, and made a
determination on the level of achievement of the performance
condition in order to set the number of vested options on 23
October 2017, i.e., 37,500 options. Such acceleration is provided
for by the stock options plan terms and conditions for the benefit
of all beneficiaries. Nonetheless, the underlying shares will
remain locked-up until 12 November 2018.
Please recall that Mr. Renaud Haberkorn's prorata temporis
annual gross fixed compensation amounts to 323,076 euros.
- Member of the Executive Board and
Deputy Chief Executive Officer
Lastly, on 23 October 2017, based on the favorable opinion of
the Compensation and Appointments Committee, the supervisory board
granted Mrs. Ghislaine Seguin, an employee of the Company and a
member of the executive board, an extraordinary bonus3 in a gross
amount equal to 150,000 euros for the quality of Mrs. Ghislaine
Seguin's daily work and her continuous dedication to the completion
of the transactions. The payment of this extraordinary bonus
remains subject (i) to the condition that Mrs. Ghislaine Seguin
does not resign on the earlier of the two following dates: (a) the
settlement-delivery of the Offer, and (b) 23 December 2017, and
(ii) in accordance with the applicable legal and regulatory
provisions (in particular the provisions of the "Sapin II" Act),
the "ex post" vote in favor of the Company's shareholders' meeting
which shall be convened in 2018 to approve the financial statements
of the year ended 31 December 2017.
Please refer to the Company's 2016 Registration Document, in
particular to pages 112, 237 et s., available on
www.anf-immobilier.com, for further details on the compensations
and undertakings taken for the benefit of corporate officers.
***
2017 Financial
Agenda
Turnover for the 3rd quarter of 2017 10 November 2017 (prior to the
opening of the market)
About ANF
Immobilier
ANF Immobilier (ISIN FR0000063091) is a
listed real estate investment company that owns a diversified
portfolio of French office, retail, hotel and residential
properties worth €1 billion. It is undergoing a major
transformation to concentrate on commercial real estate, create
value, and support the development of large, dynamic regional
cities. It currently has operations in Bordeaux, Lyon, Marseille
and Toulouse. Listed on Eurolist B of Euronext Paris, ANF
Immobilier is included in the EPRA real estate index
http://www.anf-immobilier.com
This press release has been prepared for information purposes
only and shall not be considered either as an offer to sell or
purchase securities, or a solicitation for such an offer in any
jurisdiction, including in France. This press release must not be
distributed in, or sent to, the United States of America, and must
not be used to solicit any person in the United States of America
for the sale or purchase of ANF Immobilier securities. Icade does
not solicit shareholders in the United States of America to tender
their ANF Immobilier securities. The publication, distribution or
dissemination of this press release is prohibited in any
jurisdiction where such publication, distribution or dissemination
would breach applicable laws or regulations or would subject Icade
to any legal requirements.
1 Based on the number of shares and voting rights comprising
ANF's share capital as of 30 September 2017, as published by the
Company on 4 October 2017. The difference in the percentage of
voting rights between Eurazeo's shareholding before the block sale
(53.7%) and Icade's shareholding (50.2%) after the acquisition of
the block, comes from the loss of double voting rights attached to
certain shares acquired by Icade.
2 Based on the total number of shares and theoretical voting
rights as of 30 September 2017 published by the Company on 4
October 2017.
3 The employees of the Company were granted an extraordinary
bonus in connection with the transaction. However, it should be
noted that Mr.Renaud Haberkorn, Chairman of the executive board,
was not granted an extraordinary bonus on this occasion.
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