Prospectus • Jun 25, 2017
Prospectus
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Not for distribution directly or indirectly in the United States, Canada, Australia or Japan
Boulogne-Billancourt, June 25, 2017
Carmila announces today the launch of a capital increase of approximately Euro 557 million, that may be increased to approximately Euro 632 million, in case of full exercise of the overallotment option, with the aim of financing its growth strategy.
The offering follows the merger of Cardety and Carmila (together, the "Company" or "Carmila") completed on June 12, 2017, which led to the creation of the third largest listed retail property company in continental Europe with 205 shopping centres and assets valued at Euro 5.4 Bn. Carmila is now a major listed property company principally engaged in the development and management of locally leading shopping centers in France, Spain and Italy, leveraging its strategic partnership with Carrefour.
The aim of the capital increase is to fund the Company's 2017-2020 development plan, including 37 extension projects, targeted acquisitions and the deployment of a unique and innovative digital marketing strategy aimed at supporting retailers in increasing revenues.
« We would like to offer new shareholders the opportunity to invest in the transformation of our shopping centers, jointly led with Carrefour though a synergetic partnership creating value for both our companies. Our ambition is to create a new generation of shopping centers based on a unique digital marketing strategy and to position Carmila as a key player in the European shopping centers space. This strategy allows us to target a double digit growth of our recurring earnings », said Jacques Ehrmann, the Chairman and CEO of Carmila.
The capital increase was approved by the board of Carmila on June 23, 2017.
| Capital Increase | Capital increase through the allocation of warrants ("Warrants") to existing shareholders to purchase newly issued Shares for up to Euro 557 million, including share premium (prior to the exercise of the overallotment option), and including the placing of new shares from the exercise of the Warrants (the "Offering") |
|---|---|
| Use of Proceeds | Reinforce its financial and strategic flexibility to finance its shopping centers renovation and expansion program, restructurings and potential targeted acquisitions Enhance the Company's free float shareholder base and the stock liquidity |
| Structure and Offering Size |
Placing of new shares to institutional investors in France and outside France (the "International Offering") and a public offering to retail investors in France (the "French Retail Offering") of Euro 503 million, including share premium (prior to the exercise of the overallotment option) |
|---|---|
| Overallotment Option | Issue of additional new shares for an amount of Euro 75.5 million, increasing the Capital Increase size (including the portion resulting from the Warrants exercise described below), in case of full exercise of the overallotment option, up to approximately Euro 632 million |
| Price Range | For the International Offering and the French Retail Offering: between Euro 23 and Euro 27 per share (the "Offer Price") |
| French Retail Offering Timetable |
June 26, 2017 to July 5, 2017 at 17.00 (Paris time) for orders placed at branches of financial institutions and at 20.00 (Paris time) for orders placed online |
| International Offering Timetable |
June 26, 2017 to July 6, 2017 at 12 .00 noon (Paris time) |
| Warrants Ratio | 9 Warrants to subscribe for 2 new shares |
|---|---|
| Warrants Exercise Price | The subscription price of one new share via the exercise of the Warrants will be equal to the Offer Price |
| Issue Date | The decision regarding the Warrants issuance will be taken on July 6, 2017, the Offer Price setting date, and the Warrants will be allocated on July 10, 2017 |
| Subscription and Trading Period of the Warrants |
July 10 to July 17, 2017 |
| Maximum Amount, excluding the Offering, resulting from the Warrants exercise |
Approximately Euro 54 million, excluding the exercise of the Warrants by the managers, of which Euro 50 million corresponds to the amount resulting from the exercise by Carrefour of a portion of its Warrants |
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The French Autorité des marchés financiers (the "AMF") granted visa n°17-298 on June 23, 2017 on Carmila's capital increase documentation consisting of:
The Company's capital increase will be carried out via the allocation of Warrants, with one warrant issued for each Carmila share held by existing shareholders (as of the record date of June 26, 2017). 9 Warrants will allow to subscribe for 2 new shares.
The allocation will be decided on the day of the setting of the exercise price of the Warrants (July 6, 2017 according to the indicative timetable), which will take place at the end of the Offering Period (as defined below) and will be set at a level equal to the Offer Price as set by the Company depending on the results of the bookbuilding exercise carried out by the managers according to generally accepted market practices.
Following the setting of the Offer Price and thus the Warrants' exercise price, a five trading day Warrant exercise period will start, during which Warrant holders will be able to exercise their Warrants in order to subscribe for new shares. During that period, the Warrants will be admitted to trading on the regulated market of Euronext Paris (« Euronext Paris »).
The new shares issued as a result of the capital increase will consist of:
Carrefour (via the company CRFP 13), Colkart S.à.r.l. and ColKart Investment II S.C.S. (Colony), CAA Kart 2 (Predica), C Commerce 2 (Cardif), SAS Sogecar 2 (Sogecap), SCI Vendôme Commerce (AXA), LVS II France I SAS (Pimco), Kart SBS (Blue Sky Group), OPPCI Kartam (Amundi), Charles de Gaulle Neuilly and CapImmo (Primonial) and Delta Immo and SwissLife Dynapierre (SwissLife), shareholders of the Company ("Warrants Sellers"), have committed to transfer all of their Warrants to Société Générale, the Centralisation Agent, on the settlement date of the Offering, with the exception of Carrefour whose intention is to keep a portion of its Warrants to exercise them and subscribe for Euro 50 million.
The Offering of the shares (the "New Offering Shares") resulting from the exercise of the Warrants by the Centralisation Agent will take place at the "Offer Price" set based on the results of the bookbuilding exercise carried out between June 26 and July 6, 2017 (the "Offering Period") according to generally accepted market practices.
It is expected that the new shares will be offered as part of a global offering (the "Global Offering") consisting of:
Carmila shares will not be eligible to the French PEA.
A minimum of 10% of the New Offering Shares prior to the exercise of the overallotment option (the "Overallotment Option"), will be offered in the French Retail Offering. Consequently, if demand in the French Retail Offering is sufficient, the number of shares allocated to orders in the French Retail Offering will be at least equal to 10% of the New Offering Shares prior to the exercise of the Overallotment Option.
If demand in the French Retail Offering is less than 10% of shares to be offered in the Global Offering (excluding the exercise of the Overallotment Option), the remaining shares not allocated to the French Retail Offering will be allocated under the International Offering.
Subscription orders will be categorized by the number of shares requested:
The A1 orders will benefit from preferential treatment as compared to the A2 orders in the event that all A orders cannot be satisfied in their entirety.
It is further specified that each order should be placed for a minimum number of 10 shares.
New Offering Shares will represent at least 91% of the new shares that could be issued in the capital increase in case of full exercise of the Warrants (based on the lower end of the indicative price range of the Global Offering price), representing a Euro 503 million capital increase ("Offer Size"), including issue premium.
In case the Offer Price is set above the bottom of the indicative price range, the managers have committed to exercise the portion of the Warrants such that the overall amount issued (including the issue premium) is equal to the Offer Size and to waive the right to exercise the remaining Warrants that were transferred to the managers.
The gross proceeds from the capital increase will be approximately Euro 557 million, including:
Furthermore, the Company has committed to issue warrants to the managers allowing them to subscribe for 15% of additional new shares corresponding to an additional capital increase amount of Euro 75.5 million (including issue premium) at the Offer Price in case the Overallotment Option is exercised in order to cover potential overallotments and enable stabilisation.
In case of full exercise of the Overallotment Option and assuming full exercise of the Warrants by holders other than the Managers and CRFP 13, the proceeds from the capital increase could increase from c. Euro 557 million to Euro 632 million.
The Offer Price may be set between Euro 23 and Euro 27 per share. This price range is indicative only and the Offer Price may be set outside of this indicative price range. The indicative price range may be modified at any time up to and including the pricing date of the Global Offering. If the upper end of the above-mentioned indicative price range is increased, or the Offer Price is set above the upper end of the price range (either the initial price range or a revised range), the end of the subscription period for the French Retail Public Offering will be extended or a new subscription period will be opened for the French Retail Offering, such that there will be at least two trading days between the release date of the press release announcing this modification and the new closing date of the subscription period for the French Retail Offering. Orders placed in the French Retail Offering prior to the release of the press release described above will be maintained unless they are expressly revoked on or prior to the new closing date of the subscription period for the French Retail Offering.
The Offer Price could be set below the lower end of the indicative price range, provided that there is no material impact on the other aspects of the Global Offering.
As a reminder, the exercise price of the Warrants, to be set by the Company at the end of the Offering Period, will be equal to the Offer Price set by the Company.
o Start of the subscription and trading period of the Warrants
o Settlement and delivery of the French Retail Offering, of the Global Offering and of the Warrants exercised before 11.00 (Paris time) 10 July 2017
Online orders placed under the French Retail Offering can be cancelled online until the closing date of the French Retail Offering (July 5, 2017 at 20.00 (Paris time)). Investors should contact their financial institution for information on whether it is possible to cancel orders not placed online, and if so, how, and whether online orders can be cancelled other than online.
The Offering is carried out under a Subscription Agreement signed between the Company and Morgan Stanley and Société Générale Corporate & Investment Banking acting as Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners, Citi, HSBC, Kempen and Natixis acting as Joint Bookrunners, and BNP Paribas and Crédit Agricole Corporate and Investment Bank acting as Co-Bookrunners.
Copies of the prospectus that has been granted visa n°17-298 by the AMF on June 23, 2017, consisting of the Registration Document registered by the AMF under number D.17-0428 on April 25, 2017, the annex to the Document E containing information about Carmila filed with the AMF, which received visa No. E.17-040 dated May 5, 2017 and a securities note (including a summary of the prospectus) are available on the dedicated website of Carmila www.augmentation-de-capital-2017-carmila.com and the AMF website (www.amffrance.org), and free of charge upon request to Carmila at 58 avenue Emile Zola, 92100 Boulogne-Billancourt, France. Carmila draws the public's attention to the risk factors in paragraph 5 of the management report of Cardety's board in chapter 9.2 of Cardety's Reference Document, to Chapter 4 of Appendix II of the Document E as well as to the Section 2 of the securities note.
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Carmila was founded by Carrefour and large institutional investors in order to develop the value of shopping centers adjoining Carrefour hypermarkets in France, Spain and Italy. Its portfolio pro forma for the merger with Cardety effective as of June 12 consisted, as at March 31, 2017, of 205 shopping centers in France, Spain and Italy, mostly leaders in their catchment areas, and valued at Euro 5.4 Bn as at March 31, 2017. Inspired by a genuine retail culture, Carmila's teams include all of the expertise dedicated to commercial attractiveness: marketing, specialty leasing, shopping centre management and portfolio management.
For individual shareholders:
Agnès Villeret – [email protected] – +33 6 83 28 04 15 (from 9h00 to 18h00 Paris time from Monday to Friday, and from 9h00 to 12h00 Paris time on Saturday)
Press contacts: Candice Baudet Depierre – [email protected] – +33 6 26 60 85 01 Alexandre Daudin – [email protected] – +33 6 34 92 46 15
Investors and analysts contact: Marie-Flore Bachelier – [email protected] - +33 6 20 91 67 79
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This press release does not constitute a public offer to sell or purchase, or a public solicitation of an offer to sell or purchase, securities in any country or jurisdiction.
No communication nor any information relating to the transaction described in this press release or to Carmila may be distributed in any country or jurisdiction where such distribution would require registration or approval of securities. No such registration or approval has been or will be obtained outside of France. The diffusion of this press release in certain countries may be prohibited under applicable law. Carmila assumes no responsibility if there is a violation of applicable law and regulations by any person.
This press release constitutes promotional material only and not a prospectus within the meaning of Directive 2003/71/EC (as amended, in particular, by Directive 2010/73/UE (together, the "Prospectus Directive")).
In France, an offer of securities to the public may not be made except pursuant to a prospectus that has received a visa from the French Financial Markets Authority (the "AMF"). For any other Member State of the European Union or the members of the European Economic Area Agreement that has transposed the Prospectus Directive (each, a "Concerned Member State"), no action has been nor will be undertaken to allow the public offering of securities requiring the publication of a prospectus in any Concerned Member State, except pursuant to Article 3(2) of the Prospectus Directive to the extent transposed by such Concerned Member State or under other circumstances that will not result in the requirement of the publication of a prospectus (within the meaning of the Prospectus Directive or other applicable regulations in such Concerned Member State) by Carmila.
The distribution of this press release is directed only at (i) persons outside the United Kingdom, subject to applicable laws, (ii) persons having professional experience in matters relating to
investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order") or (iii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) (a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The transaction mentioned herein is only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire Carmila's shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on, this press release or any information contained herein. This press release does not constitute a prospectus approved by the Financial Services Authority or any other regulatory authority in the United Kingdom within the meaning of Section 85 of the Financial Services and Markets Act 2000.
This press release does not constitute an offer or invitation to sell or purchase, or a solicitation of any offer to purchase or subscribe for, any securities of Carmila in the United States of America. Securities may not be offered, subscribed or sold in the United States of America absent registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. The securities of Carmila have not been and will not be registered under the U.S. Securities Act and Carmila does not intend to make a public offer of its securities in the United States of America.
This press release may not be published, transmitted or distributed, directly or indirectly, and does not constitute an offer of securities, in the United States (including in the territories and dependencies and in any State of the United States), in Canada, in Australia, or in Japan.
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