Regulatory News:
Not to be published, distributed or
circulated directly or indirectly in the United States, Canada,
Australia or Japan. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER
OF SECURITIES IN THE UNITED STATES OF AMERICA OR ANY OTHER
COUNTRY.
This press release is an advertisement and
not a prospectus within the meaning of Regulation (EU) 2017/1129 of
the European Parliament and of the Council of June 14, 2017
Clariane (Paris:CLARI) (CLARIA.PA – ISIN FR0010386334) (the
“Company”), announces today the success of its capital
increase with shareholders’ preferential subscription rights for an
amount of approximately €237 million (the “Rights Issue”),
subsequent to the €92.1 million reserved capital increase completed
on 12 June 2024 (the “Reserved Capital Increase” and
together with the Rights Issue, the “Capital
Increases”).
Mrs. Sophie Boissard, Chief Executive Officer declared:
“We are pleased to announce today the success of Clariane's
capital increase with preferential subscription rights. In an
uncertain market environment, this operation benefited from the
support of many of our shareholders, in particular Crédit Agricole
Assurances, HLD, Flat Footed and Leima Valeurs. On this occasion, I
would like to thank them all for their support.
This achievement marks a new important step in our program to
strengthen our financial structure, launched on November 14. We
remain focused on the last part of this refinancing plan, namely
the finalization of our program for the sale of operational and
real estate assets as well as capital partnerships.”
Results of the Rights Issue
The final gross proceeds of the Rights Issue (including issue
premium) amount to €237,083,186.16 and results in the issuance of
213,588,456 new shares (the “New Shares") at a subscription
price of €1.11 per share.
Following the subscription period which ended on 28 June 2024,
total demand amounted to approximately €397 million, representing a
subscription rate of 167.5%:
- 202,555,365 New Shares were subscribed on an irreducible basis
(à titre irréductible), representing approximately 94.8% of the
shares to be issued.
- Reducible demand (à titre réductible) accounted for
155,109,132 New Shares and was consequently partially allocated by
a number of 11,033,091 New Shares according to a coefficient of
0.090410327 calculated according to the number of rights submitted
in support of irreducible subscriptions without resulting in an
allocation of fractions of New Share and without the allocation
being greater than the number of New Shares requested on a
reducible basis.
The settlement, delivery and start of trading of the New Shares
on the regulated market of Euronext Paris will take place on 5 July
2024. The new shares will be, as from their issuance date, fully
fungible with existing shares of the Company and will be traded on
the same trading line under the same ISIN code (FR0010386334).
BNP Paribas, Crédit Agricole Corporate and Investment Bank,
Natixis and Société Générale acted as joint global coordinators and
joint bookrunners (the " Joint Global Coordinators and Joint
Bookrunners”) in respect of the Rights Issue.
Crédit Agricole Corporate and Investment Bank, Rothschild &
Co and Nomura acted as financial advisors to the Company, Darrois
Villey Maillot Brochier and Davis Polk & Wardwell LLP as legal
advisors to the Company and A&O Shearman as legal advisor to
the Joint Global Coordinators and the Joint Global Bookrunners.
Impact of the Rights Issue on the company’s
shareholding
According to their subscription commitments (detailed in the
securities note related to the Rights Issue1) and following the
allocation process of the orders on a reducible basis as part of
the Rights Issue, to the knowledge of the Company Crédit Agricole
Assurances, through its subsidiary Predica, HLD, Flat Footed and
Leima Valeurs have each subscribed:
- Crédit Agricole Assurances: 62,639,751 New Shares (i.e.
approximately 29.3% of the Rights Issue’s gross proceeds).
- HLD: 51,992,418 New Shares (i.e. approximately 24.3% of the
Rights Issue’s gross proceeds).
- Flat Footed: 24,805,624 New Shares (i.e. approximately 11.6% of
the Rights Issue’s gross proceeds).
- Leima Valeurs: 12,032,370 New Shares (i.e. approximately 5.6%
of the Rights Issue’s gross proceeds).
In addition, investors other than Predica, HLD, Flat Footed and
Leima Valeurs have subscribed 62,118,293 New Shares corresponding
to a total €68,951,305.23 subscription amount, representing
approximately 29.1% of the Rights Issue’s gross proceeds.
After completion of the Rights Issue, Clariane’s share capital
will be comprised of 355,980,761 shares with a nominal value of
0.01 each, representing a share capital of €3,559,807.61 and which
shareholding structure will be split to the knowledge of the
Company as follows:
Shareholders
Number of shares
% of share capital
Number of voting
rights
% of voting rights (a)
Non diluted basis
Diluted basis (1)
Non diluted basis
Diluted basis (1)
Non diluted basis
Diluted basis (1)
Non diluted basis
Diluted basis (1)
Predica
92,645,141
92,645,141
26.0%
24.8%
92,645,141
92,645,141
26.0%
24.8%
Ker Holding (HLD)
89,781,310
89,781,310
25.2%
24.1%
89,781,310
89,781,310
25.2%
24.1%
Flat Footed (b)
40,251,268
40,721,502
11.3%
10.9%
40,251,268
40,721,502
11.3%
10.9%
Leima Valeurs
19,401,787
19,401,787
5.5%
5.2%
19,401,787
19,401,787
5.5%
5.2%
Treasury shares (c)
279,094
279,094
0.1%
0.1%
279,094
279,094
0.1%
0.1%
Float (d)
113,622,161
130,347,213
31.9%
34.9%
113,622,161
130,347,213
31.9%
34.9%
Total
355,980,761
373,176,047
100.0%
100.0%
355,980,761
373,176,047
100.0%
100.0%
(a) % of voting rights = gross voting
rights, including those attached to treasury shares. Treasury
shares are deprived of voting rights exercisable at a general
meeting. Number of voting rights exercisable as of 5 July 2024:
355,701,667
(b) Flat Footed holds (i) 344,258
ODIRNANE, which exercise can take place at any time until 8
September 2026 and which can give right to 364,569 CLARIANE SE
shares according to a conversion rate of 1.059 and (ii) 90,467
OCEANE, which exercise can take place at any time until 6 March
2027 and can give right to 105,665 CLARIANE SE shares based on a
conversion rate of 1.168. It is specified that no opposition was
filed within the time limit set by the Ministry of the Economy as
part of the notification for the purposes of exemption from
authorization provided for in article R. 151-5 third paragraph of
the monetary and financial code in respect of foreign investments,
thus allowing Flat Footed to cross the threshold of 10% of the
Company’s voting rights.
(c) Treasury shares held as part of the
liquidity contract (258,544 shares as of 11 June 2024) and the
share buyback program (20,550 shares as of 11 June 2024).
(d) The free float is defined by
difference with other shareholders holding 5% or more of the
capital and voting rights.
(1) In the event of definitive acquisition
of all 2,398,781 shares allocated free of charge, of the issue of
7,950,981 shares upon exercise of the right to the
allocation/exchange of shares in respect of the 7,508,009 ODIRNANE
in circulation and of the issue of 6,845,524 shares in the event of
conversion of the 5,860,894 OCEANEs in circulation.
In addition, and in accordance with the commitments provided
when it became a purpose driven company (Société à Mission) in 2023
and the resolutions adopted by the Combined General Meeting of
Shareholders of 26 March 2024, the Company plans to launch,
depending on market conditions, in the coming months, a capital
increase reserved for its employees, which will enable them to be
fully involved in the Group's plan to strengthen its financial
structure and its "At your side” corporate project.
Lock-up / standstill commitments
The Company has agreed to a lock-up period starting on the date
of the approval by the Autorité des marchés financiers (the
“AMF”) of the Prospectus relating to the Rights Issue and
expiring 180 calendar days following the settlement-delivery date
of the New Shares, subject to certain customary exceptions.
Crédit Agricole Assurances through its subsidiary Predica, HLD,
Flat Footed and Leima Valeurs have each undertaken not to increase
their respective stake in the Company’s share capital (held
directly or indirectly, alone or in concert) beyond 29.99% of the
Company’s share capital (and 29.99% of voting rights for Crédit
Agricole Assurances through its subsidiary Predica)(subject to
certain customary exceptions), for a period of 12 months in the
case of Crédit Agricole Assurances / Predica and 36 months in the
case of HLD, Flat Footed and Leima Valeurs.
HLD, Flat Footed and Leima Valeurs have also undertaken to hold
the shares subscribed under the Reserved Capital Increase for a
period of 18 months following the settlement/delivery of the New
Shares, subject to certain customary exceptions.
Each of Crédit Agricole Assurances via its subsidiary Predica,
HLD, Flat Footed, and Leima Valeur has agreed to a lock-up on the
New Shares, starting on the date of approval by the Autorité des
marchés financiers (“AMF”) of the prospectus relating to the Rights
Issue and ending 90 calendar days after the settlement and delivery
of the New Shares, subject to certain customary exceptions.
Finally, Credit Agricole Assurances through its subsidiary
Predica, HLD, Flat Footed and Leima Valeurs have each indicated to
the Company that they were not acting in concert and that they did
not intend to act in concert.
Reminder on Clariane’s Plan to strengthen its financial
structure announced on 14 November 2023
The Rights Issue is carried out in the context of Clariane’s
plan to strengthen its financial structure, announced by the
Company on 14 November 2023.
This plan, for a total amount of €1.5 billion, is designed to
secure and accelerate Clariane's debt reduction path and enable the
Group to benefit from a financial structure adapted to a more
challenging economic environment triggered by inflation, interest
rates rise and more complex access to debt and real-estate markets,
and finally to provide some flexibility in the execution of its
strategy.
The Capital Increases are coming as the third step of
such plan.
The Company completed the first two steps of its plan
from December 2023:
- The completion of the "Gingko" real-estate partnership for €140
million on 15 December 2023, followed by the completion of the
"Juniper" real-estate partnership for €90 million on 28 December
2023 with Credit Agricole Assurances through its subsidiary Predica
(Crédit Agricole Assurances through its subsidiary Predica was
reimbursed for these €90 million following the effective sale of
its UK assets by Clariane in April 2024)
- The arrangement and drawdown of a €200 million term loan with
Caisse Régionale de Crédit Agricole Mutuel de Paris et d'Ile de
France (CADIF), LCL and Crédit Agricole Corporate and Investment
Bank (CACIB).
At the same time, the Group has also embarked on the fourth
and last step of its plan with a program of disposals of
operating and real-estate of assets, as well as capital
partnerships, aimed in particular at a geographical refocusing of
its activities with of approximately €1 billion expected gross
proceeds. With the disposals of the United Kingdom and Netherlands
completed during the first quarter of 2024, and the planned sale of
its “Hospitalisation à Domicile” (HAD) business in France announced
on 6 May 2024, which received a favourable opinion from employee
representative bodies on 14 May 2024, the Group has committed, to
date, around 40% the planned disposal program.
The Rights Issue is subsequent to the Reserved Capital Increase
of €92.1 million which settlement/delivery occurred on 12 June
2024. The Reserved Capital Increase was subscribed by investment
group HLD for c. €74.1 million, investment funds Flat Footed for c.
€15 million and Leima Valeurs for c. €3 million.
These capital increases were mainly aimed at reducing the
Company’s debt and strengthening its financial structure, as well
as supporting its "At your side” corporate project and its
commitments as a purpose-driven company.
The net proceeds from the Reserved Capital Increase, of
approximately €90 million, will be allocated to the early repayment
of the real estate bridge loan set up on 27 December 2023, which
matures on 31 January 2025, so that the balance of the bridge loan
will consequently be reduced to 85 million euros.
The Rights Issue’s net proceeds, estimated at approximately €234
million, will be allocated as follows: up to an amount of €85
million to the early repayment of the remaining balance of the real
estate bridge loan and up to an amount of €149 million to
strengthen the Company’s liquidity in order to enable it to meet
its debt maturities over a period of 12 months from the end of May
2024, including €88 million of Schuldschein maturing in December
2024 and real estate debt amortization scheduled each month for a
total of €115 million. The amount of debt not covered by the
proceeds of the Capital Increases (approximately €54 million) may
be covered by the Company's liquidities, amounting to €447 million
as of 31 March 2024.
Following the Rights Issue's completion, the Company has
sufficient working capital to meet its obligations over the next 12
months from 12 June 2024. After repayment of the above-mentioned
debt maturities using the proceeds of the Capital Increases and the
Group's cash, the Company will be able to satisfy to the minimum
liquidity condition of €300 million in order to renew its RCF
facility if necessary.
Availability of the prospectus
The Prospectus in the French language, which was approved by the
AMF under number 24-214 on 12 June 2024 and which was comprised of
(i) Clariane 2023 universal registration document filed with the
AMF on 30 April 2024 under number D. 24-0380 (the “Universal
Registration Document”), (ii) a first amendment to the URD
filed with the AMF on 31 May 2024 under number D.24-0380-A01 (the
“First Amendment”), (iii) a second amendment to the
Universal Registration Document filed with the AMF on 12 June 2024
under number D.24-0380-A02 (the "Second Amendment” and with
the First Amendment, the “Amendments”), (iv) the securities
note dated 12 June 2024 (the “Securities Note”) and (v) the
summary of the Prospectus (included in the Securities Note) is
available on the websites of the AMF (www.amf-france.org) and the
Company (www.clariane.com). Copies of the Prospectus are available
free of charge at the Company’s registered office (21-25 rue
Balzac, 75008 Paris, France). Copies of the Prospectus are not and
will not be made available in the United States of America.
Risk factors
Investors’ attention is drawn to the risk factors relating to
the Company included in chapter 2 « Risk Factors » of the Universal
Registration Document as updated by the Amendments, in Chapter 2 of
the Second Amendment, and the risk factors relating to the
transaction and the New Shares mentioned in Chapter 2 “Risk
Factors” of the Securities Note.
Disclaimer
This press release includes "forward-looking statements". All
statements other than statements of historical facts included in
this press release, including, without limitation, those regarding
Clariane’s financial position, business strategy, plans and
objectives of management for future operations, are forward-looking
statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors, many of which are
beyond Clariane S.E.’s control, which may cause the actual results,
performance or achievements of Clariane, or industry results, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding Clariane’s present and future business
strategies and the environment in which Clariane will operate in
the future. Additional factors could cause actual results,
performance or achievements to differ materially.
All forward-looking statements included in this press release
speak only as of the date of this press release. Clariane S.E.
undertakes no obligation and assumes no responsibility to update
the information contained herein beyond what is required by
applicable regulations. Neither Clariane S.E., nor any of its
directors, officers, employees, agents, affiliates or advisers
accepts any responsibility whatsoever for the reasonableness of
assumptions made or opinions stated or the likelihood of the
achievement of projections, prospects or returns. Any
responsibility or liability for any such information is expressly
disclaimed. Nothing in this press release is, or should be relied
upon as, a promise or representation of the future. In addition, no
statement in this press release is intended to be nor may be
construed as a profit forecast. Past performance of Clariane S.E.
cannot be relied on as a guide to future performance.
This press release does not constitute an offer to sell nor a
solicitation of an offer to buy, nor shall there be any sale of
ordinary shares in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
The distribution of this document may, in certain jurisdictions,
be restricted by local legislations. Persons into whose possession
this document comes are required to inform themselves about and to
observe any such potential local restrictions.
This press release is an advertisement and not a prospectus
within the meaning of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of June 14, 2017 (as amended the
“Prospectus Regulation”). Potential investors are advised to
read the prospectus before making an investment decision in order
to fully understand the potential risks and rewards associated with
the decision to invest in the securities. The approval of the
prospectus by the AMF should not be understood as an endorsement of
the securities offered or admitted to trading on a regulated
market.
With respect to the Member States of the European Economic Area
(other than France) and the United Kingdom (each a “Relevant
State”), no action has been undertaken or will be undertaken to
make an offer to the public of the securities referred to herein
requiring a publication of a prospectus in any Relevant State. As a
result, the securities may and will be offered in any Relevant
State only (i) to qualified investors within the meaning of the
Prospectus Regulation, for any investor in a Member State of the
European Economic Area, or Regulation (EU) 2017/1129 as part of
national law under the European Union (Withdrawal) Act 2018 (the
“UK Prospectus Regulation”), for any investor in the United
Kingdom, (ii) to fewer than 150 individuals or legal entities
(other than qualified investors as defined in the Prospectus
Regulation or the UK Prospectus Regulation, as the case may be), or
(iii) in accordance with the exemptions set forth in Article 1 (4)
of the Prospectus Regulation or under any other circumstances which
do not require the publication by Clariane of a prospectus pursuant
to Article 3 of the Prospectus Regulation and/or to applicable
regulations of that Relevant State.
The distribution of this press release has not been 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 only being distributed to, and
is only directed at, persons in the United Kingdom that (i) are
“investment professionals” falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended, the “Order”), (ii) are persons falling
within Article 49(2)(a) to (d) (“high net worth companies,
unincorporated associations, etc.”) of the Order, or (iii) are
persons to whom an invitation or inducement to engage in investment
activity (within the meaning of Article 21 of the Financial
Services and Markets Act 2000) in connection with the issue or sale
of any securities may otherwise lawfully be communicated or caused
to be communicated (all such persons together being referred to as
“Relevant Persons”). Any investment or investment activity
to which this document relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons. Any
person who is not a Relevant Person should not act or rely on this
document or any of its contents.
This press release may not be published, distributed or
transmitted in the United States of America (including its
territories and dependencies). This press release does not
constitute or form part of any offer of securities for sale or any
solicitation to purchase or to subscribe for securities or any
solicitation of sale of securities in the United States of America.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
“Securities Act”) or the law of any State or other
jurisdiction of the United States of America, and may not be
offered or sold in the United States of America absent registration
under the Securities Act or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. Clariane does not intend to register all or any
portion of the securities in the United States of America under the
Securities Act or to conduct a public offering of the securities in
the United States of America.
This announcement is not, and under no circumstances is it to be
construed as, a prospectus, offering memorandum, advertisement or
an offer to sell or solicitation of an offer to buy any of the
securities referred to herein in Canada.
This announcement may not be published, forwarded or
distributed, directly or indirectly, in the United States of
America, Canada, Australia or Japan.
About Clariane
Clariane is the leading European community for care in times of
vulnerability. It has operations in six countries: Belgium, France,
Germany, Italy, the Netherlands, and Spain.
Relying on their diverse expertise, each year the Group’s 60,000
professionals provide services to over 900,000 patients and
residents in three main areas of activity: long-term care nursing
home (Korian, Seniors Residencias, etc.), specialized care
facilities and services (Inicea, Ita, Grupo 5, Lebenswert, etc.),
and alternative living solutions (Petits-fils, Ages et Vie,
etc.).
In June 2023, Clariane became a purpose-driven company and added
to its bylaws a new corporate purpose, common to all its
activities: “To take care of each person’s humanity in times of
vulnerability”.
Clariane has been listed on Euronext Paris since November 2006,
in compartment B.
Euronext ticker: CLARI.PA - ISIN: FR0010386334
__________________________________ 1 The subscription
commitments from Crédit Agricole Assurances, through its subsidiary
Predica, Ker Holding (HLD), Flat Footed and Leima Valeurs covered
the total amount of the Rights Issue and are described in the press
release dated 13 June 2024 related to the launch of the Rights
Issue
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240702958675/en/
Investor contacts Stéphane Bisseuil Investor
Relations Director +33 (0) 6 58 60 68 69
stephane.bisseuil@clariane.com Press contacts Matthieu
Desplats Press Relations Director +33 (0) 6 58 09 01 61
matthieu.desplats@clariane.com Florian Bachelet Head of
press relations +33 (0) 6 79 86 78 23 florian.bachelet@clariane.com
Julie Mary Head of press relations +33 (0) 6 59 72 50 69
julie.mary@clariane.com
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