M&A Activity • Jun 21, 2017
M&A Activity
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Europe's leading real estate group for offices leading real estate group for offices real offices, with 15. with 15. with 15.3billion euros of assets. billion euros of assets. billion euros of assets. This operation will be accretive of 10% on recurrent net income per share on a full year basis. This fully financed acquisition will make it possible to increase the free float to around 55%.
Paris, June 21, 2017 21, 2017 – Gecina announc announces, following the unanimous approval of its Board o , its Board of Directors, its proposed acquisition of all the securities of Eurosic. rities Eurosic.This friendly friendlyfriendlyoperation between operation between Gecina and Eurosic is supported by Eurosic's six ma Eurosic's main shareholders, representing 94. in shareholders, 94.94.8% of its % capital1, under firm agreements signed to sell blocks of se under firm agreements signed securities and undertakings to tender curities and to securities for the mandatory public offer the mandatory offer that will be submitted that will be submittedwill be submitted once the blocks have been once the blocks have been acquired. acquired.This acquisition is This acquisition is in line with in the Group's total return strategy. strategy.Eurosic's integration Eurosic's will be facilitated by Gecina's new organization organization,which will be implemented starting which starting startingfromJuly.
Unique complementary features offering exposure to attractive central sectors of Paris
1 On a fully diluted basis
The proposed acquisition of Eurosic represents a major acceleration of Gecina's development major acceleration of Gecina's development, further jor of development strengthening its positioning as a specialist for prime offices in Paris, continental continental Europe's leading real leading estate market. It is also perfectly aligned with th market e company's value creation strategy.
Eurosic represents a portfolio valued at 6.2 billion euros2 , predominantly with prime office assets, located mainly in Paris and the Western Crescent. The new combined structure will have a total portfolio of total 19.3billion euros billion euros, making it Europe's Europe's fourth largest real estate group largest real estate group. With 15.3billion euros of office billion euros of properties, Gecina is further strengthening its lea properties ding position as Europe's numb Europe's numbEurope's number one office real estate er one office real estate group.
Gecina's offer values Eurosic's office portfolio in Paris at around 9,900 euros/sq.m and Eurosic's office portfolio in Paris and the Paris Region at around 6,600 euros/sq.m. This acquisition reflects an average implied yield that has been estimated at around 5.1% for the office portfolio.
The combined committed development pipeline pipelinepipeline will represent 2.5 billion euros 2.5 billion euros2.5 euros,with 44%to be prelet3 , offering additional potential for the Group to create value and grow its cash flow over the coming years.
The operation is based on Gecina acquiring blocks of shares and OSRA bonds from Eurosic's main shareholders, representing approximately 94.8%4 of Eurosic's capital on a diluted basis. This acquisition is covered by the firm agreements to acquire shares signed today with Eurosic's leading shareholders (Batipart, Covea, ACM, Prédica, Debiopharm and Latricogne). After the securities have been effectively acquired in line with these agreements, Gecina will submit a mandatory public offer to the French financial markets authority (Autorité des marchés financiers, AMF) with an alternative cash branch and an alternative branch based on Gecina shares. Eurosic's main shareholders have made commitments, through the agreements signed today, to tender their remaining securities for the public offer's branch based on Gecina shares.
The cash price for acquiring securities from Eurosic's major shareholders is 51.0 euros 51.0 euros eurosper Eurosic share (cum-coupon) and per Eurosic OSRA bond per Eurosic OSRA bond OSRA bond (excluding the 2015 OSRA bond coupon payable on June 29, 2017, but including the 2016 OSRA bond coupon with payment prorated through to the date when the blocks are effectively acquired). The mandatory public offer that will be submitted following the acquisition of the blocks will be based on an alternative cash branch with a price of 51.0 euros per share and per 2015 and 2016 OSRA bond (cum-coupon, with the coupons for interest on the 2015 and 2016 OSRA bonds to be paid to holders respectively on June 29, 2017 and September 26, 2017) and an alternative branch based on Gecina securities, with an exchange ratio of 7 Gecina shares for 20 Eurosi exchange ratio of 7 Gecina shares for 20 Eurosic shares or OSRA bonds shares or OSRA bonds5 .
The agreement includes the concomitant sale of Eurosic's diversification portfolio (Eurosic Lagune, Nature Village et Hébergement, and the portfolio in Spain) to Batipart, consisting primarily of leisure, healthcare and hotel assets, which will make it possible to immediately remove assets that are not strategic for Gecina for 463 million euros6 . This sale will be carried out based on the same implied premium on the
2 Based on the offer price of 51.0 euros per share, excluding the diversification portfolio of Eurosic to be sold by Batipart
3 Including the negotiations that are currently being finalized
4 On a fully diluted basis taking into account the OSRA subordinated redeemable bonds and excluding treasury stock, representing a total of 64,732,509 shares
5 Before adjustment of the exchange ratio linked to the capital increase with preferential subscription rights
portfolio value as that offered by Gecina and will take into account the transfer duties to be covered by Batipart7 .
This operation's financing is secured with a 2.5 billion euro bridge facility, which will be refinanced through bond issues for 1.5 billion euros benefiting from the particularly favorable current market conditions and a 1.0 billion euro capital increase8 with preferential subscription rights. Ivanhoé Cambridge has already indicated that it will take part in the capital increase on a "cash-neutral basis", while Crédit Agricole Assurances will also participate based on its share. The balance on the capital increase is covered by a bank guarantee commitment. Gecina will also draw 500 million euros of available credit lines9 . This operation will therefore make it possible to increase Gecina's float by almost 10% se Gecina's float by almost 10%10 .
Furthermore, under the terms agreed on with its financial services provider, Gecina is closing its share buyback program, which has enabled the Group to buy back 1.8 million shares since February 24, 2017 for a total of 224.5 million euros, with an average of 121.8 euros per share11 .
This operation will also enable Gecina to accelerate its real estate portfolio rotation strategy, with a minimum of 1.2 billion euros of sales12 expected to be completed within 12 months. As a result, the LTV ratio will be kept below 40%. A further 1 billion euros of sales could be considered depending on market conditions.
Gecina's new organization that has been rolled out since July and is centered around two business branches - -offices and residential offices and residential offices - will make it possible to rapidly integrate Eurosic's operational teams.
Méka Brunel, Gecina's Chief Executive Officer and Director: "The proposed friendly business combination with Eurosic represents a major step forward with the implementation of Gecina's total return strategy. It will make it possible to consolidate its leadership, with a total portfolio of 19.3 billion euros, including 15.3 billion euros of offices located in Paris and the Paris Region, covering the most buoyant markets around the major Grand Paris hubs. This transaction, creating strong levels of value for Gecina's shareholders, will be immediately accretive with a 10% impact on recurrent net income per share on a full-year basis. It will further strengthen the company's profile for cash flow growth over the coming years and will also make it possible to increase our float, with support from our major shareholders".
Bernard Michel, Chairman: "This operation is in lin Michel, Chairman: e with Gecina's strategy for development on the Paris real estate market and reflects our shareholders' commitment to generating fresh momentum for the Group".
9 Assuming 100% tendering to the cash offer
11 The Company has published online an update concerning its share buyback program and its level of debt (on www.gecina.fr)
7 Eurosic's Board of Directors has decided to appoint Ledouble as an independent expert to confirm that the terms of the sales are fair and that there is no infringement concerning the equality of treatment for Eurosic's shareholders. 8 Under the authorizations approved at the General Meeting on 26th April 2017
10 Float increased from 51% to approximately 55% following the capital increase with preferential subscription rights and the tenders for the securities branch of the mandatory public offer
12 Excluding the sale of Eurosic's diversification portfolio, sold to Batipart
The cash price for acquiring securities from Eurosic's major shareholders is 51.0 euros per Eurosic share (cum-coupon) and per Eurosic OSRA bond (excluding the 2015 OSRA bond coupon payable on June 29, 2017, but including the 2016 OSRA bond coupon with payment prorated through to the date when the blocks are effectively acquired). The mandatory public offer that will be submitted following the acquisition of the blocks will be based on an alternative cash branch with a price of 51.0 euros per share and per 2015 and 2016 OSRA bond13, and an alternative branch based on Gecina securities, with an exchange ratio of 7 Gecina shares for 20 Eurosic shares or OSRA bonds.
The price offered represents a 2.5% premium on the valuation excluding duties and a 1.5% discount on the valuation including duties for Eurosic's portfolio, based on expectations from end-June 2017, with an increase of around 325 million euros according to the preliminary reports prepared by Eurosic's valuers, and a 5.6% premium compared with the adjusted NAV14.
The exchange ratio proposed in connection with the exchange offer takes into consideration the increase in Gecina's portfolio value by around +1.1 billion euros15, as expected at end-June 2017 based on the preliminary reports from Gecina's valuers, with a 6.9% premium versus the adjusted NAV ratio 16 .
This operation will further strengthen the Group's Group's positioning positioning positioningfor urban office real estate, office estate,estate,particularly in particularly Paris, and will be perfectly aligned with the Group Paris 's investment criteria. Following this operation and the planned sales, offices are expected to represent mo to more than 80% of re than the portfolio portfolio portfolio, while , offices in Paris in will represent over 60%. Gecina's shareholders will bene 60% fit from the operation's strong value creation potential, in terms of real estate aspects, as well as operational and financial aspects, with an imme an immediate accretive impact expected representing impact representing 10% of recurrent net income of income per share shareon a full on a full-year basis year 17 . The operation will be neutral in terms of NAV based on be neutral in of NAV based on the asset sed asset- the asset-by-asset valuation carried out by Gecina. asset carried out by Gecina.
The operation will also be accompanied by a 12 mill 12 million euro million euro reduction in Eurosic's ion reduction in Eurosic's in Eurosic'sfixed costs fixed costs fixed costs, transferred to Batipart in connection with the sale of the diversification business lines, as well as 5 to 10 million euros of additional potential synergies per year for the combined entity.
Eurosic's development pipeline, estimated at 1.0 billion euros, with 11 office projects in Paris, will also dovetail effectively with Gecina's pipeline, while offering the Group additional potential for creating value over the coming years. The combined pipeline for committed projects will be increased to around 2.5 billion euros with an expected yield of around 6%.
This amicable operation is supported by Eurosic's six main shareholders supported Eurosic's six shareholders shareholders (representing 94.8% of the capital18), under the firm agreements signed19 to sell blocks (representing 85.3% of the capital), making it
13 Cum-coupon, the coupons for interest on the 2015 and 2016 OSRA bonds will have been paid to holders respectively on June 29, 2017 and September 26, 2017
14 EPRA triple net NAV at December 31, 2016 ex-dividend (42.0 euros per share), taking into account estimated cash flow expected for the first half of the year (+1.3 euros per share) and the increase in the portfolio's valuation based on the preliminary reports prepared by Eurosic's valuers (+5.0 euros per share)
15 +5.2% lfl revaluation on offices portfolio and +25.6% lfl on residential according to preliminary valuers' reports
16 Gecina's EPRA triple net NAV at December 31, 2016 ex-dividend and share buyback (127.1 euros per share), taking into account cash flow for the first half of the year estimated by Gecina (+2.5 euros per share)and the increase in the portfolio's valuation based on the preliminary reports prepared by Gecina's valuers (+17.9 euros per share) versus EPRA triple net NAV
17 Based on Gecina's 2017 guidance, after the capital increase and 1.2 billion euros of disposals in the short term
18 On a fully diluted basis taking into account the OSRA subordinated redeemable bonds and excluding treasury stock, representing a total of 64,732,509 shares
possible to gain control of Eurosic in the short term, as well as the undertakings to tender their securities for the securities branch of the mandatory public offer (representing 9.5% of the capital). These agreements are subject to approval from the French competition authorities and confirmation by the independent expert (to be appointed by Eurosic's Board) that the terms of the sale of Eurosic's diversification assets to Batipart are fair, that there is no infringement concerning the equality of treatment for Eurosic's shareholders due to the sale of the diversification assets, and that the terms of the mandatory tender offer are fair. After gaining control of Eurosic, Gecina will submit, under the same conditions, an uncapped mandatory public offer in cash or Gecina securities.
June 20, 2017: signature of the agreements to acqui 2017 re blocks, the undertakings to tender securities for the public offer and the undertakings to subscribe for the capital increase.
July 17, 2017: publication of Gecina's half-year ea 17, 2017: rnings.
August 2017: acquisition of the blocks of shares an August 2017 d OSRA bonds once the conditions precedent have been cleared, including approval from the French competition authorities and the unqualified findings from the independent expert's report.
September 2017: filing of the mandatory public offe 2017 r aiming at a squeeze-out of the minorities.
Gecina owns, manages and develops property holdings worth 12.1 billion euros at end-2016, with nearly 97% located in the Paris Region. The Group is building its business around France's leading office portfolio and a diversification division with residential assets and student residences. Gecina has put sustainable innovation at the heart of its strategy to create value, anticipate its customers' expectations and invest while respecting the environment, thanks to the dedication and expertise of its staff.
Gecina is a French real estate investment trust (SIIC) listed on Euronext Paris, and is part of the SBF 120, Euronext 100, FTSE4Good, DJSI Europe and World, Stoxx Global ESG Leaders and Vigeo indices. In line with its community commitments, Gecina has created a company foundation, which is focused on protecting the environment and supporting all forms of disability.
www.gecina.fr
Financial communications communications Press relations Press relations relations Samuel Henry-Diesbach Brigitte Cachon Tel: +33 (0)1 40 40 52 22 Tel: +33 (0)1 40 40 62 45 [email protected] [email protected]
Virginie Sterling Thérésa Vu
Tel : + 33 (0)1 40 40 62 48 Tel. : +33 (0)1 44 82 46 13 [email protected] [email protected]
19 Batipart (75% cash and 25% securities), Covéa (100% cash), Predica (90% cash and 10% securities), ACM (100% cash), Debiopharm (90% cash and 10% securities), and Latricogne (48% cash and 52% securities)
Gecina is planning to acquire Eurosic which holds assets primarily composed of offices located in Paris and the Paris region. This friendly transaction has the support of Eurosic's 6 major shareholders representing nearly 95% of the capital, via the signing of firm contracts for block sales (for 90% of their respective stakes) and a commitment to submit the balance of their stake to the public tender offer. Following acquisition of the blocks, Gecina will lodge a squeeze-out offer with an alternative in cash or in shares.
The proposed acquisition of Eurosic represents a major acceleration in Gecina's development by strengthening its positioning as a specialist in offices in Paris. At Gecina's request, the agreement includes the concurrent sale to Batipart of Eurosic's diversification portfolio (Eurosic Lagune, Nature Village et Hébergement and assets located in Spain), composed primarily of leisure and healthcare assets which are not strategic for Gecina.
The pro forma financial information is intended to provide the reader, whether investor or shareholder, with the impact which the transaction described above would have had on Gecina's consolidated income statement for the financial year ended December 31, 2016 and on its consolidated statement of financial position at December 31, 2016 if this transaction had occurred prior to the date when it actually occurred.
The pro forma financial information is presented only as an illustration and does not constitute an indication of the results which the consolidated company would have recorded if the aforesaid business combination had been completed on January 1, 2016. Nor is it an indication of the futures results of the consolidated entity.
The pro forma adjustments detailed below are based on the information available on the date hereof and on certain hypotheses and estimates which Gecina believes are reasonable.
The pro forma financial information has been prepared in accordance with Annex I of European Prospectus Regulation no. 809-2004. In effect, Gecina's acquisition of Eurosic implies a change of more than 25% in the income and results of the Gecina Group. The information has been prepared in accordance with the provisions of Annex II 'Pro Forma Financial Information Building Block' of European Regulation no. 809/2004.
The pro forma financial information applies the recommendations issued by ESMA (ESMA/2013/319 of March 20, 2013) and AMF Recommendation no. 2013-08 concerning pro forma financial information, amended on April 15, 2016.
The pro forma financial information presented below has been prepared in thousands of euros and includes the following items:
The preliminary analysis of Eurosic's accounting methods and presentation and valuation rules (including investment properties) compared with those of Gecina is based solely on public information. It revealed no significant differences which required aligning the accounting policies in the context of producing the pro
forma financial information. However, differences may be identified at the time Eurosic is consolidated in Gecina's financial statements on the basis of the results of a more detailed analysis. As a result, the pro forma information presented does not include a material homogenization restatement.
Pursuant to the AMF Recommendation, Gecina presents unaudited pro forma financial information based on the following consolidated statements prepared in accordance with International Financial Reporting Standards (IFRS) applicable at December 31, 2016:
In accordance with AMF Recommendation no. 2013-08, the effects relating to future synergies and economies of scale because they reflect provisional data, have not been adjusted in the preparation of the pro forma financial information.
All the pro forma adjustments are directly related to the transaction. In particular, the adjustments relating to the unaudited pro forma consolidated income statement may have a recurring or non-recurring impact on the consolidated financial statements of the company. Non recurring items are in particular related to the expenses incurred in the framework of the transaction (advisory fees mainly, subject to potentiel adjustments) and amout to €12 million (note(b) Pro Forma Balance Sheet 2016).
The pro forma adjustments are based on the information available and on certain assumptions which Gecina believes are reasonable:
| In € 0 00 s |
GE CIN A d ort rep e |
EU RO SIC d ort rep e |
Fon ciè re d e P aris tat ent res em (FY ba sis) |
EU RO SIC Pro Fo rm a dP F |
Bus ine ss bin atio com n effe cts |
GE CIN A Pro Fo rm a RO SIC EU |
als Dis pos effe cts |
Gr ou p Pro Fo rm a |
|---|---|---|---|---|---|---|---|---|
| Gro l in ta ss ren co me |
500 66 9 |
63 175 5 |
69 810 |
24 46 5 4 |
6 1 74 15 |
(39 9) 29 |
70 6 8 16 |
|
| ha d t Exp ot o t ts en se s n rec rge en an |
( ) 40 73 5 |
( ) 8 7 45 |
( ) 8 7 45 |
( ) 49 48 0 |
4 5 91 |
( ) 44 89 0 |
||
| he d fee Ot rvi r se ces an s |
10 49 9 |
10 49 9 |
10 49 9 |
(73 ) |
10 42 6 |
|||
| l inc Ne t re nta om e |
45 9 9 34 |
177 39 0 |
69 810 |
24 7 2 00 |
70 7 1 34 |
(37 9) 23 |
669 89 6 |
|
| Fin cia l ro ltie d o he r in fin lea t an ya s a n co me on an ce ses |
3 8 59 |
10 573 |
43 3 14 |
43 3 14 |
0 | 43 3 14 |
||
| fin lea Op tin cti tra era g e xp en ses on an ce se nsa on s |
( ) 43 3 |
( ) 43 3 |
( ) 43 3 |
0 | ( ) 43 3 |
|||
| ing inc fro f ina lea ion Cu nt t tra ct rre op era om e m nce se nsa s |
3 4 27 |
10 573 |
14 000 |
14 000 |
0 | 14 00 0 |
||
| l o ing in Ho te rat pe co me |
9 9 39 |
(63 2) |
9 3 07 |
9 3 07 |
0 | 9 3 07 |
||
| Ho l o ing te rat pe ex pe nse s |
( ) 10 05 7 |
( ) 10 05 7 |
( ) 10 05 7 |
0 | ( ) 10 05 7 |
|||
| d de f ho l o Am iza tio cia tio ion ort te rat n a n pre n o pe s |
( ) 650 |
( ) 650 |
( ) 650 |
0 | ( ) 650 |
|||
| ing inc fro he ho l bu ine Cu nt t t te rre op era om e m s ss |
( ) 76 8 |
(63 2) |
( ) 1 4 00 |
( ) 1 4 00 |
0 | ( ) 1 4 00 |
||
| l e in Re sta te a ma rg |
677 | 677 | 677 | 0 | 67 7 |
|||
| (ne ) Se rvi d o he r in t t ces an co me |
1 2 63 |
0 | 1 2 63 |
0 | 1 2 63 |
|||
| he d Ov er a |
( ) 64 57 1 |
(15 92 2) |
( ) 15 92 2 |
( ) 80 49 3 |
2 2 41 |
( ) 78 25 2 |
||
| l o Ge ing rat ne ra pe ex pe nse s |
( ) 31 02 2 |
( ) 31 02 2 |
( ) 31 02 2 |
0 | ( ) 31 02 2 |
|||
| ITD A EB |
396 62 6 |
39 6 6 26 |
(34 8) 99 |
36 1 6 29 |
||||
| los ls Ga ins dis or ses on po sa |
50 669 |
15 304 |
15 304 |
65 97 3 |
(2 7 23) |
63 250 |
||
| ha lue f p C e i ies ert ng n v a o rop |
53 2 9 63 |
267 76 3 |
26 7 7 63 |
80 0 7 26 |
(30 4) 52 |
770 20 2 |
||
| Am iza tio ort n |
( ) 4 6 69 |
0 | ( ) 4 6 69 |
0 | ( ) 4 6 69 |
|||
| Ne t im irm d p isio ts pa en an rov ns |
( ) 14 26 2 |
( ) 3 1 32 |
( ) 3 1 32 |
( ) 17 394 |
0 | ( ) 17 394 |
||
| f fec f bu bin E sin ati t o ess co m on |
( ) 20 42 3 |
( ) 20 42 3 |
(12 0) 00 |
( ) 32 42 3 |
0 | ( ) 32 42 3 |
||
| ing inc Op t era om e |
96 1 3 27 |
40 9 2 16 |
63 829 |
47 3 0 45 |
(12 00 0) |
1 4 22 372 |
(68 24 5) |
1 3 54 128 |
| Cu ing inc nt t rre op era om e |
382 36 4 |
146 57 2 |
63 82 9 |
210 40 1 |
0 | 59 2 7 65 |
( ) 34 998 |
557 76 8 |
| In € 0 0 0s |
GE CIN A d ort rep e |
O S IC EU R d ort rep e |
Bus ine ss bin atio com ns s* eff ect |
GE CIN A Pro Fo rm a EU R O S IC |
Dis als pos eff ect s |
Gr ou p Pro Fo rm a |
No te |
|---|---|---|---|---|---|---|---|
| No t a ts n-c urr en sse |
11 5 4 6 8 9 3 |
6 3 3 9 47 3 |
471 49 4 |
18 35 7 8 6 0 |
( 0) 857 94 |
17 4 9 9 9 19 |
|
| Inv ies est nt ert me p rop |
10 43 0 6 24 |
5 5 40 5 25 |
499 00 0 |
16 47 0 1 49 |
( 5) 808 95 |
15 6 61 194 |
(a ) |
| Pro ies de ion ert nst t p un r re co ruc |
1 0 3 8 6 8 0 |
1 0 3 8 6 8 0 |
0 | 1 0 3 8 6 8 0 |
|||
| Op ing ies t ert era p rop |
61 13 9 |
61 13 9 |
0 | 61 13 9 |
|||
| l bu Ho ine te t a ts s ss no n-c urr en sse |
184 0 22 |
184 0 22 |
0 | 184 0 22 |
|||
| he lan d e Ot ip ert t a nt r p rop p n qu me y, |
7 3 51 |
4 2 81 |
11 6 3 2 |
( 2) |
11 6 3 0 |
||
| Int i b le ets an g ass |
6 3 37 |
3 26 |
6 6 6 3 |
0 | 6 6 6 3 |
||
| / o he Lo inv -te est nts t nt ets ng rm me r n on -cu rre ass |
2 7 6 2 |
5 1 27 |
7 8 8 9 |
( 877 ) |
7 0 12 |
||
| l re b les f lea F ina ia iva ina nc ce on nce se s |
27 3 0 34 |
27 3 0 34 |
0 | 27 3 0 34 |
|||
| f Eq ity ing inv in ies t est nts ac co un o me co mp an u |
20 5 20 5 |
20 5 20 5 |
(4 87) 6 1 |
15 9 01 8 |
|||
| dw i l l Go o |
8 9 85 4 |
( ) 27 506 |
6 2 3 48 |
0 | 6 2 3 48 |
||
| f ina ia l ins No t tru nts n-c urr en nc me |
26 6 9 2 |
26 6 9 2 |
( 86) |
26 6 0 6 |
|||
| fe d t De ets rre ax ass |
10 40 7 |
10 40 7 |
(1 ) 833 |
8 5 74 |
|||
| Cu nt ets rre ass |
9 8 7 9 7 7 |
0 9 0 41 4 |
0 | 1 2 12 8 6 9 |
( 6) 115 61 |
1 0 97 25 3 |
|
| fo le Pro ies ert p r sa |
54 7 4 0 6 |
54 7 4 0 6 |
0 | 54 7 4 0 6 |
|||
| Inv to en ry |
140 67 7 |
140 67 7 |
0 | 140 67 7 |
|||
| de iva b les Tra re ce |
105 94 9 |
6 8 1 75 |
174 12 4 |
(71 0) 45 |
10 2 6 74 |
||
| de iva b les f ina lea Tra re ce on nce se s |
20 1 4 |
20 1 4 |
0 | 20 1 4 |
|||
| he b les Ot iva r re ce |
67 67 3 |
1 2 24 |
6 8 8 97 |
0 | 6 8 8 97 |
||
| d e Pre i p a xp en se s |
17 64 1 |
17 64 1 |
0 | 17 64 1 |
|||
| f Cu ina ia l ins nt tru nts rre nc me |
1 5 37 |
1 5 37 |
0 | 1 5 37 |
|||
| h a d c h e len Ca iva ts s n as qu |
5 8 5 73 |
81 125 |
13 9 6 9 8 |
(41 70 8) |
97 9 9 0 |
||
| he l d fo le As ts se r sa |
12 1 4 6 8 |
12 1 4 6 8 |
( 58) 2 4 |
119 01 0 |
|||
| l as To ta set s |
12 3 45 67 2 |
6 7 5 3 5 6 3 |
471 49 4 |
19 57 0 7 28 |
( 973 55 6) |
18 5 97 17 2 |
* consolidation of Eurosic after tender offers on the basis of the assets valuation realized by Gecina at the transaction date.
| In € 00 0s |
GE CIN A ed ort rep |
EU RO SIC ed ort rep |
Cap ital incr eas e |
GE CIN A l Pro Fo ita rm a c ap inc rea se |
Ass & ets Liab iliti es FV imp act |
Cas h offe r* |
Exc han ge offe r* |
OSR A effe cts* |
Con soli dat ion rest ate nts me |
GE CIN A Pro Fo rm a EU RO SIC |
Dis als pos effe cts |
Gro up Pro Fo rm a |
Not e |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Equ ity |
8 2 89 659 |
3 1 02 430 |
1 00 0 00 0 |
9 2 89 659 |
267 508 |
(53 9) 4 13 |
(12 ) 000 |
9 9 36 935 |
(25 7) 5 37 |
9 6 81 557 |
|||
| l Cap ita |
475 76 0 |
790 48 5 |
78 8 54 |
554 61 4 |
14 8 62 |
5 51 1 |
574 98 7 |
574 98 7 |
|||||
| Sha mi re pre um s |
1 9 10 693 |
877 96 3 |
921 14 6 |
2 8 31 839 |
252 64 7 |
93 6 92 |
3 1 78 177 |
3 1 78 177 |
|||||
| ( re) Co lida ted Gro sha nso re ser ves up |
5 0 76 063 |
119 99 8 |
5 0 76 063 |
5 0 76 063 |
5 0 76 063 |
||||||||
| e ( re) Co lida ted t in Gro sha nso ne com up |
813 47 2 |
388 07 7 |
813 47 2 |
(12 ) 000 |
801 47 2 |
(3 4 27) |
798 04 5 |
||||||
| OS RA |
633 34 2 |
0 | (63 2) 3 34 |
0 | 0 | ||||||||
| Sha reh old ' eq uit ( sha re) Gro ers y up |
8 2 75 988 |
2 8 09 866 |
1 00 0 00 0 |
9 2 75 988 |
9 6 30 700 |
(3 4 27) |
9 6 27 272 |
||||||
| llin No int tro sts n-c on g ere |
13 671 |
292 56 4 |
13 671 |
0 | 306 23 5 |
(25 0) 1 95 |
54 285 |
||||||
| 0 | |||||||||||||
| t li abi liti No n-c urr en es |
3 2 30 868 |
3 1 97 337 |
(1 0 00) 00 0 |
2 2 30 868 |
12 0 00 |
2 11 7 42 1 |
785 22 7 |
12 0 00 |
8 3 853 54 |
(68 9) 9 16 |
7 6 65 684 |
||
| fin ial de bts No ent n-c urr anc |
3 1 58 817 |
3 1 41 551 |
(1 0 00) 00 0 |
2 1 58 817 |
12 0 00 |
2 11 7 42 1 |
785 22 7 |
12 0 00 |
8 2 27 016 |
(68 3) 6 73 |
40 283 7 5 |
(b) | |
| fin ial No ins ent tru nts n-c urr anc me |
31 013 |
47 663 |
31 013 |
78 676 |
(2 2 63) |
76 413 |
|||||||
| fer red lia bil De itie tax s |
0 | 1 7 36 |
0 | 1 7 36 |
0 | 1 7 36 |
|||||||
| (r isk nd es) No ovi sio tin nci ent n-c urr pr ns s a con ge |
41 038 |
6 3 87 |
41 038 |
47 425 |
(17 3) |
47 252 |
|||||||
| liab ilit Cu ies nt rre |
825 14 5 |
453 79 6 |
825 14 5 |
1 2 78 941 |
(29 ) 010 |
1 2 49 931 |
|||||||
| Cu nt f ina nci al d eb ts rre |
481 60 4 |
331 28 7 |
481 60 4 |
812 89 1 |
(7 9 11) |
804 98 0 |
|||||||
| its De pos |
49 301 |
49 301 |
49 301 |
0 | 49 301 |
||||||||
| de abl Tra pay es |
211 67 1 |
21 817 |
211 67 1 |
233 48 8 |
(4 6 22) |
228 86 6 |
|||||||
| and l se liab ilit Cu cia ity ies nt t rre ax so cur |
41 229 |
41 229 |
41 229 |
1 59 4 |
42 823 |
||||||||
| Oth t li abi liti er cur ren es |
41 340 |
98 882 |
41 340 |
140 22 2 |
(16 262 ) |
123 96 0 |
|||||||
| fo Lia bil itie s h eld le r sa |
1 8 09 |
0 | 1 8 09 |
(1 8 09) |
0 | ||||||||
| al l iab ilit ies Tot |
12 345 67 2 |
6 7 53 563 |
0 | 12 345 67 2 |
12 0 00 |
2 11 7 42 1 |
267 508 |
251 088 |
0 | 19 570 72 8 |
(97 6) 3 55 |
18 597 17 2 |
* With a €51 price per share and Eurosic OSRA, the cash offer will lead to a €2,9 billion cash-out (€2,1 billion for Eurosic shares and €0,8 billion for OSRA). Exchange offer will lead to additional equity for Gecina for €367 million (of which €99 million for OSRA paid in Gecina shares).
The business combination is recognized using the acquisition method stipulated in IFRS 3-Business Combination.
Goodwill (€62 million) was calculated using an acquisition price paid in cash and Gecina shares to be issued in an assumed allocation of 88%/12% respectively. This allocation is the result of a 90%/10% share for the 6 major shareholders, while an assumed allocation of 50%/50% was used for the float.
The net equity of Eurosic at December 31, 2016 was also adjusted for the following items:
On the date of establishment of this pro forma financial data, and given the complexity of the transaction, a preliminary allocation of the goodwill was made exclusively to the property assets and to the fixed-rate debt. In accordance with IFRS 3, Gecina will have a period of one year from the acquisition date to finalize the allocation of the acquisition price to Eurosic's identifiable assets and liabilities.
| In millions of euros | ||||
|---|---|---|---|---|
| 2016 consolidated shareholders' equity | ||||
| Cancellation of goodwill | ||||
| Impact of the mark to fair value of the assets & liabilities acquired | ||||
| Fair value of the assets and liabilities acquired (A) | ||||
| Fair value transferred in the exchange (B) | ||||
| of which, cash payment | 2 903 | |||
| of which, EUROSIC shares | ||||
| of which, converted OSRAs | ||||
| of which, payment in GECINA shares | 367 | |||
| Provisional goodwill = (B) - (A) |
The fair value transferred in the exchange concerns:
In the context of this transaction, the costs for the various legal, financial and accounting advisors were incurred and recorded, pursuant to IFRS 3, in the consolidated income statement in the item Effect of the business combination included in the operating income or loss. At this stage of the estimates, they are €12 million.
The financing by cash (or refinancing) of this acquisition (€2.9 billion) will cover the cash acquisition of the Eurosic shares (€2.1 billion) and a portion of the OSRAs (€0.8 billion) and will be executed as follows:
Pursuant to AMF Recommendation no. 2013-08, if there are relations between the companies party to the transaction prior to closure, it is recommended that these transactions, which have mechanically become "reciprocal transactions", be restated in the pro forma financial information. No significant reciprocal transaction was identified as part of this transaction.
In accordance with AMF Recommendation no. 2013-08, the tax effects applied to the different adjustments made are the same as those used in the historical financial statements of the two companies (Gecina and Eurosic). Since Gecina and Eurosic have chosen the tax treatment for Sociétés d'Investissement Immobilier Cotées (SIIC - Listed Real Estate Investment Trusts), the transaction creates no significant tax liability.
_______________
Gecina draws the public's attention to the risk factors described in section 1.7 ("Risks") of the 2016 reference document. The occurrence of one or more of these risks may have a material adverse effect on Gecina's activities, reputation, financial position, results or outlook, and on Gecina's share price.
This press release include indications on the objectives, perspectives and development strategies of Gecina and its consolidated subsidiaries ("Gecina") as well as forward-looking statements, in particular in relation to the Eurosic acquisition and the related financing operations described in this press release (the "Eurosic Acquisition"). Those indications may be identified by the use of the future or conditional tense or by forward-looking terminology, including the terms "considers" "anticipates", "thinks", "targets", "expects", "intends", "must", "aims", "estimates", "believes", "wishes", "may", or in each case, their negative or other variations or comparable terminology. These forward-looking statements are not historical facts and shall not be interpreted as guarantees that the facts and data stated will occur. Those forward-looking statements are based on data, assumptions and objectives that Gecina believes to be reasonable. They may evolve or change due to the uncertainties related to the economic, financial, competitive and regulatory environment. In addition, the occurrence of certain risks listed in the section 1.7 "Risks" of the 2016 reference document may have an impact on the activities, the prospects and the financial results of Gecina and its capacity to meet its objectives. The information mentioned in this press release include statements regarding Gecina's intentions, expectations and objectives in relation to, inter alia, the market, the strategy, the growth, the results, the financial situation and the cash position of Gecina. Forward-looking statements mentioned in this press release are provided on the date of this press release. Subject to all relevant laws or regulations, Gecina undertakes no obligation to publish any revisions to any forward-looking statements included in this press release in order to reflect any change in its objectives or in the events, conditions or circumstances after the date of this press release. Gecina operates in a rapidly-changing and competitive environment; it cannot anticipate all the risks, uncertainties or other factors that may affect its activity, their potential impact on it activity or to what extent the occurrence of a risk or a combination of risks may cause results and developments to differ materially from those expressed or implied by the forward-looking statements, being reminded that forward-looking statements are not guarantees of future performance.
The consolidated pro forma financial information (unaudited) for the financial year ended on 31 December 2016 presented in this press release have been prepared in accordance with IFRS standards. This information has been prepared in order to present the impacts that the Eurosic Acquisition would have on Gecina's income statements as if the Eurosic Acquisition had taken place on January 1, 2016 and on Gecina's balance sheet as if the Eurosic Acquisition had taken place on December 31, 2016. The consolidated pro forma financial information (unaudited) is set forth below for illustrative purposes only and by its nature, deals with an hypothetical situation. It is based, inter alia, on certain assumptions detailed in the pro forma financial information that may not be accurate. The consolidated pro forma financial information (unaudited) does not purport to be an indication of the results of operations or the financial situation of the Group that would have been achieved if the Eurosic Acquisition had occurred on the dates taken as assumption in order to prepare this pro forma financial information. The consolidated pro forma financial information (unaudited) also does not reflect future operational results or the future financial situation of the Group, nor any potential cost-saving or synergies that would result from the Eurosic Acquisition.
This press release and the information contained herein do not constitute an offer to sell or purchase, or the solicitation of an offer to sell or purchase, securities of Gecina.
No communication or information relating to the contemplated capital increase or the mandatory public offer may be distributed to the public in any jurisdiction (other than France) in which registration or approval is required. No action has been (or will be) undertaken in any jurisdiction outside of France where such steps would be required. The subscription for or purchase of securities of Gecina may be subject to legal or statutory restrictions in certain jurisdictions. Gecina assumes no responsibility for any violation of such restrictions by any person. The distribution of this press release in certain jurisdictions may be restricted by law.
This press release does not constitute a prospectus within the meaning of Directive 2003/71/EC as amended (the "Prospectus Directive").
The rights issue will be open to the public in France only
With respect to each member State of the European Economic Area other than France (the "Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring a publication of a prospectus in any Member State. As a result, the securities of Gecina may only be offered in the Member States (a) to qualified investors, as defined by the Prospectus Directive; or (b) in any other circumstances, not requiring Gecina to publish a prospectus as provided under Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, "securities offered to the public" in a given Member State means any communication, in any form and by any means, of sufficient information about the terms and conditions of the offer and the securities so as to enable an investor to make a decision to buy or subscribe for the securities, as the same may be varied in that Member State. The above selling restrictions are in addition to any other selling restrictions which may be applicable in the Member States.
The distribution of this press release is directed only at (i) persons outside the United Kingdom, subject to applicable laws, or (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 rights issue will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such rights 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 an offer or invitation to sell or purchase, or a solicitation of any offer to purchase or subscribe for, any securities of Gecina 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 Gecina have not been and will not be registered under the U.S. Securities Act and Gecina does not intend to make a public offer of its securities in the United States of America.
The diffusion of this press release in certain countries may be prohibited under applicable law.
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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