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Covivio Capital/Financing Update 2013

Nov 12, 2013

1222_iss_2013-11-12_6b0bd93c-975f-4992-b00b-fdb64797356f.pdf

Capital/Financing Update

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THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN THE UNITED STATES OF AMERICA NOR IN ANY OTHER COUNTRY. NEITHER THE BONDS NOR THE UNDERLYING SHARES MAY BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA UNLESS THEY ARE REGISTERED OR EXEMPT FROM REGISTRATION UNDER THE US SECURITIES ACT OF 1933, AS AMENDED. FONCIÈRE DES RÉGIONS DOES NOT INTEND TO REGISTER ALL OR ANY PORTION OF THE OFFERING IN THE UNITED STATES OF AMERICA OR TO CONDUCT A PUBLIC OFFERING IN THE UNITED STATES OF AMERICA.

Paris, November 12, 2013 Press release

Repurchase by Foncière des Régions of 1,151,832 outstanding net share settled bonds convertible into new shares and/or exchangeable for existing shares (ORNANE) due January 1, 2017 (the "ORNANE 2011") at a price of EUR95.5 per ORNANE 2011 (ISIN CODE: FR0011050111)

Paris, November 12, 2013 – Foncière des Régions (the "Company" or "FdR") has, concurrently with the launch today of an offering of net share settled bonds convertible into new and/or exchangeable for existing shares (ORNANE) due April 1, 2019 (the "Bonds"), collected through BofA Merrill Lynch, Crédit Agricole Corporate and Investment Bank, HSBC and Natixis via a reverse bookbuilding process, the selling interests of certain holders of ORNANE 2011 due January 2017 issued on May 24, 2011 outside the United States of America (the "Repurchase Proposal")

As part of the Repurchase Proposal, the Company has collected the indication of interest on 1,151,832 ORNANE 2011, i.e. c. 18.0% of the outstanding ORNANE 2011, for a price of EUR95.5 (excluding accrued interest) per ORNANE 2011, representing an aggregate amount of c. EUR110 million.

The ORNANE 2011 repurchase will take place after the close of the market trading session of NYSE Euronext in Paris on November 21, 2013, i.e. the trading day following the settlement and delivery of the Bonds. The offers to sell have been collected subject to the definitive completion of the settlement and delivery of the Bonds.

Further to the Repurchase Proposal, 5,253,945 ORNANE 2011, representing c. 82.0% of the number of ORNANE 2011 initially issued, shall remain outstanding. The repurchased ORNANE 2011 will be cancelled in accordance with their terms and conditions and French law.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN THE UNITED STATES OF AMERICA NOR IN ANY OTHER COUNTRY. NEITHER THE BONDS NOR THE UNDERLYING SHARES MAY BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA UNLESS THEY ARE REGISTERED OR EXEMPT FROM REGISTRATION UNDER THE US SECURITIES ACT OF 1933, AS AMENDED. FONCIÈRE DES RÉGIONS DOES NOT INTEND TO REGISTER ALL OR ANY PORTION OF THE OFFERING IN THE UNITED STATES OF AMERICA OR TO CONDUCT A PUBLIC OFFERING IN THE UNITED STATES OF AMERICA.

Further to the Repurchase Proposal, which will represent less than 20% of the initially issued ORNANE 2011, the Company does not intend to carry out a repurchase offer on the market.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN THE UNITED STATES OF AMERICA NOR IN ANY OTHER COUNTRY. NEITHER THE BONDS NOR THE UNDERLYING SHARES MAY BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA UNLESS THEY ARE REGISTERED OR EXEMPT FROM REGISTRATION UNDER THE US SECURITIES ACT OF 1933, AS AMENDED. FONCIÈRE DES RÉGIONS DOES NOT INTEND TO REGISTER ALL OR ANY PORTION OF THE OFFERING IN THE UNITED STATES OF AMERICA OR TO CONDUCT A PUBLIC OFFERING IN THE UNITED STATES OF AMERICA.

Contacts:

Investor Relations: Sébastien Bonneton Tél: + 33 (0)1 58 97 52 44 E-mail: [email protected]

Press relations : Géraldine Lemoine Tél.: + 33 (0)1 58 97 51 00 E-mail: [email protected]

About Foncière des Régions:

As a partner working with companies on their real estate strategy, Foncière des Régions designs lasting and innovative real estate solutions with a two-fold objective: increase the value of existing urban assets and design the real estate of tomorrow.

Foncière des Régions owns and manages a c. €10 billion portfolio (€16 billion of economic exposure), leased primarily to key accounts that are leaders in their sector (Suez Environnement, Thales, Dassault Systèmes, France Télécom, EDF, IBM, Eiffage, etc.). This partnership culture is based on key values and know-how: vision and expertise.

The Foncière des Régions share is listed on compartment A of Euronext Paris (FR0000064578 - FDR), eligible for deferred settlement and is included in the MSCI, SBF120, Euronext IEIF "SIIC France", and CAC Mid100 indices, in European real estate benchmarks "EPRA" and "GPR 250", as well as the FTSE4 Good ethical index and ASPI Eurozone®.

The Company is rated BBB- with a stable outlook by Standard & Poor's rating agency

www.foncieredesregions.fr

Information available to the public

The Company's reference document (the "Reference Document") was filed with the AMF on March 18, 2013 under number D.13-0168 and its update on November 12, 2013 under number D.13-0168-A01. The Reference Document and its update are available on the Company's website (www.foncieredesregions.fr) and the AMF's website (www.amf-france.org).

Investors are invited to consider carefully all of the risk factors described in pages 70 to 75 and 229 to 232 of the Reference Document, updated in chapter 4 of the update to the Reference Document.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN THE UNITED STATES OF AMERICA NOR IN ANY OTHER COUNTRY. NEITHER THE BONDS NOR THE UNDERLYING SHARES MAY BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA UNLESS THEY ARE REGISTERED OR EXEMPT FROM REGISTRATION UNDER THE US SECURITIES ACT OF 1933, AS AMENDED. FONCIÈRE DES RÉGIONS DOES NOT INTEND TO REGISTER ALL OR ANY PORTION OF THE OFFERING IN THE UNITED STATES OF AMERICA OR TO CONDUCT A PUBLIC OFFERING IN THE UNITED STATES OF AMERICA.

Disclaimer

This press release does not constitute an invitation to sell ORNANE 2011 in any country where or to any person to which such invitation is restricted by applicable laws or regulations. The repurchase procedure of ORNANE 2011 is not and will not be opened, directly or indirectly, to U.S. residents (as defined under Rule 800(h) of the U.S. Securities Act of 1933, as amended) under any form and by any mean. Persons in such jurisdictions into which this press release is released, published or distributed must inform themselves about and comply with such laws or regulations.