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Covivio Hotels Share Issue/Capital Change 2012

Mar 14, 2012

1223_iss_2012-03-14_fa66a533-b04c-4a78-842d-42f47eceb40c.pdf

Share Issue/Capital Change

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March 14 th , 2012

des Murs launches a share capital increase of Ä125 million through free allotment of equity warrantsto existing shareholders

As published on February, 23rd, 2012, FonciËre des Murs announces today the launch of a share capital increase of approximately Ä125 million through a free allotment of equity warrants (the "Warrants") to its existing shareholders.

This share capital increase aims at providing the company with the necessary financial means to seize investment opportunities and finance its future growth projects and at enhancing its financial flexibility by strengthening its shareholdersí equity. Main

terms of the share capital increase

Each shareholder of FonciËre des Murs will be allotted one free Warrant per share recorded in account at the close of trading on March 15th, 2012. 29 Warrants will entitle their holder to subscribe for 4 new shares at a price of Ä16 per new share (each new share having a nominal value of Ä4 and an issue premium of Ä12).

7,784,496 new shares willbe issued upon exercise of the totality of the 56,437,605 Warrants (corresponding to the total number of Warrants issued, after deduction of the 1,334 Warrants attributable to treasury shares and which will be cancelled). The subscription price shows a 11.36% discount to the reference price of Ä18.05, corresponding to the

closing price of Ä 19.55 of the FonciËre des Murs share on March 12th, 2012, decreased by the Ä1.50 dividend per share in respect of fiscal year 2011, to be proposed to the Shareholders' meeting to be held on April 4th, 2012. New shares will not be eligible to this Ä1.50 dividend in respect of fiscal year 2011.

The offering will be open to the public in France only. The exercise and listing period of the Warrants will run from March 16th, 2012 to April 2nd, 2012 at 5:00PM (Paris time). During this period, the Warrants will be listed and traded on the regulated market of NYSE Euronext in Paris ("Euronext Paris") under ISIN code FR0011221365. The Warrants which will not have been exercised by the end of the exercise period on April 2nd, 2012 at 5:00PM (Paris time), will automatically be repurchased from their holders at the price of Ä0.01 per Warrant by FonciËre des Murs, acting as agent ("commissionnaire") (pursuant to article L. 132-1 of the French Commercial Code) in its own name but on behalf of FonciËre des RÈgions, who has undertaken to exercise them. FonciËre des Murs, acting as agent, will not become at any time owner of the repurchased Warrants.

The settlement and delivery and the listing of the new shares on Euronext Paris is expected to take place on April13th, 2012. The new shares will give entitlement to a dividend from January 1st, 2012, and will therefore not be entitled to the dividend paid in respect of fiscal year 2011 to be submitted to the Shareholders' meeting to be held on April 4th, 2012. As the dividend in respect of fiscal year 2011 will be detached on April 10th 2012 and as the new shares will be issued on April 13th 2013, the new shares will immediately be fungible with the existing shares, and will be listed on the same quotation line under the ISIN code FR0000060303. CrÈdit Agricole Corporate and Investment Bank and Natixis are acting as Joint Lead-Managers of this

share capital increase (the "Joint Lead-Managers").

of the main shareholders

The main shareholders of FonciËre des Murs, members of the supervisory board (FonciËre des RÈgions, PrÈdica, Pacifica, Generali Vie, CARDIF Assurance Vie), collectively holding 73.96% of the share capital of FonciËre des Murs, have firmly undertaken to exercise the totality of their freely alloted Warrants. FonciËre des RÈgions has undertaken (through FonciËre des Murs, acting as agent) to acquire all the

Warrants which have not been exercised by the end of the exercise and listing period and to exercise them. Given this undertaking, FonciËre des Murs has the certainty to complete its share capital increase in its entirety. The final number of repurchased Warrants and of new shares subscribed for by FonciËre des RÈgions will be disclosed by FonciËre des Murs in a press release on April 10th, 2012. FonciËre des Murs is not aware of any intentions from any other shareholder.

available to the public

The prospectus which has received from the AutoritÈ des marchÈs financiers (the ìAMFî) the visa No. 12-116 on March 13th, 2012 consists of (i) the reference document filed with the AMF on March 5th,2012 under No D.12-0126 (the "2011 Reference Document"), (ii) a securities note, and (iii)a summary of the prospectus, included in the securities note.

The prospectus approved by the AMF is available free of charge at FonciËre des Murs, 30 avenue KlÈber, 75116 Paris, on the company's website (www.foncieredesmurs.fr) and the website of the AMF (www.amf-france.org), as well as from the JointLead-Managers. FonciËre des Murs draws the attention of investors to the risk factors, described from page 37 on the

2011 Reference Document and under Chapter 2 of the securities note.

des Murs SCA, a subsidiary of FonciËre des RÈgions, is specialised in business premises, especially the hotel, healthcare and retailpremises sectors. At December 31, 2011, the companyís assets were valued at Ä2.9 billion. The average length of leases is 8 years and the occupancy rate is 100% with top-tier tenants. Partner of leading companies of the business premises sector, FonciËre des Murs is headed by Dominique Ozanne, General Manager and Member of the Board of Directors of FonciËre des RÈgions and listed on CompartmentB of the regulated market of NYSE Euronext in Paris under ISIN code FR0000060303-FMU

About FonciËre des Murs in

des Murs

CÈcile Boyer . General Secretary Tel.: +33 (0)1 58 97 54 47 [email protected]

See this press release at www.foncieredesmurs.fr

Information This

press release does not constitute an offer to sell or subscribe or a solicitation of an order to buy orsubscribe securities in any country. In France, securities may notbe offered absent a prospectus approved by the AutoritÈ des marchÈs financiers. Thedistribution of this press release may be restricted in certain countries by applicable laws and regulations. Persons

who are physically located in those jurisdictions and in which this press release is circulated, published or distributed must inform themselves about and observe such restrictions. Thesecurities that may be issued as part of this share capital increase have not been and will not be registered

the United States Securities Act of 1933, as amended (the ´ Securities Act ª) and may not be offered or sold in the United States absent such registration or an applicable exemption from the registration requirements of the Securities Act. FonciËre des Murs does not intend to register any portion of the planned offering in the United States or to conduct a public offering of securities in the United States. This press release does notconstitute a public offering of securities in the United Kingdom.. This press release is directed

only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments and fall within Article 19(5) (´ investment professionals ª) of the Financial Services and Markets Act2000 (Financial Promotions) Order 2005, as amended (the ´ FSMA ª), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FSMA or (iv) are persons to whom this press release may otherwise lawfully be communicated (all such persons together being referred to as ´ Relevant Persons ª). Any person other than a Relevant Person may notact or rely on this document or any provision thereof. Any investment or investment activity to which this presentation relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Thispress release may notbe published, forwarded or distributed, directly or indirectly, in the United States, Canada,

Australia or Japan.