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Covivio Capital/Financing Update 2017

Jan 10, 2017

1222_iss_2017-01-10_0047431e-2e91-4885-b217-099dee8e42b6.pdf

Capital/Financing Update

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PRESS RELEASE

Paris, 10 January 2017

Foncière des Régions announces the close of the order book for the private placement of its capital increase without shareholders' preferential subscription rights and with a priority subscription period granted to existing shareholders

Capital Increase upsized to the maximum amount of €400 million after the full exercise of the increase option

Priority Subscription and Public Offering to end on 12 January 2017

Foncière des Régions announces today the close of the order book for the Private Placement (as defined below) as part of its capital increase announced on 10 January 2017 (the "Capital Increase").

The Capital Increase, of an initial amount of €348 million, via the issue of 4,414,597 New Shares at a subscription price of €78.79 per New Share is conducted without shareholders' preferential subscription rights and with a priority subscription period granted to existing shareholders.

Given the strong demand in the private placement, which was multiple times covered (based on the portion of the capital increase excluding subscription commitments from existing shareholders in the priority offer), Foncière des Régions has decided to exercise in full the increase option, upsizing the amount of the capital increase to the maximum amount of €400 million.

The offering during the priority subscription period by irrevocable entitlement granted to existing shareholders will be open for three consecutive trading days, from 10 January 2017 to 12 January 2017 (inclusive) at 17:00 (Paris time) to registered shareholders of the Company on 9 January 2016 (the "Priority Subscription").

The public offering in France, open since 10 January 2017, still runs until 17:00 (Paris time) on 12 January 2017 (inclusive) for subscription at branches and until 20:00 (Paris time) for subscriptions via the Internet (the "Public Offering").

The closing of the order book for the Private Placement, opened on 10 January 2017 at 9.00am (Paris time), took place on the same day, at c.11.45am (Paris time).

Orders placed in the Public Offering and Private Placement will be subject to clawback depending on the results of the Priority Subscription.

Availability of the prospectus

The Company has published a prospectus, which has received AMF visa n° 17-007 on 9 January 2017, comprising (i) the registration document of the Company filed with the AMF on March 23, 2016 under number D.16-0192, (ii) an update to the registration document of the Company filed with the AMF on 9 January 2017 under number D.16-0192-A01 and (iii) a securities note (including a summary of the prospectus).

Hard copies of the prospectus are available free of charge at the Company's headquarters, located at 18, avenue François Mitterrand, 57000 Metz. The prospectus is also available on the Company's website (www.foncieredesregions.fr) and on the AMF's website (www.amffrance.org).

Potential investors are advised to read the entire prospectus and to consider carefully the risk factors described in section 1.10 of the Company's registration document, as updated in the update of the Company's registration document, as well as on section 2 of the securities note before deciding whether to invest in the new shares. Should all or any part of these risk factors materialize, the Company's and the group's businesses, financials, results of abilities to reach guidance may be negatively affected.

Contacts

Press Relations

Géraldine Lemoine

Tél : + 33 (0)1 58 97 51 00

[email protected]

Laetitia Baudon

Tél : + 33 (0)1 44 50 58 79

[email protected]

Investors Relations Paul Arkwright Tél : + 33 (0)1 58 97 51 85 [email protected]

Foncière des Régions, co-author of real estate stories

As a key player in real estate, Foncière des Régions has built its growth and its portfolio on the key and characteristic value of partnership. With a total portfolio valued at €18Bn (€12Bn in group share), located in the high-growth markets of France, Germany and Italy, Foncière des Régions is now the recognised partner of companies and territories which it supports with its two-fold real estate strategy: adding value to existing urban property and designing buildings for the future.

Foncière des Régions mainly works alongside Key Accounts (Orange, Suez Environnement, EDF, Dassault Systèmes, Thales, Eiffage, etc) in the Offices market as well as being a pioneering and astute operator in the two other profitable sectors of the Residential market in Germany and Hotels in Europe.

Foncière des Régions shares are listed in the Euronext Paris A compartment (FR0000064578 - FDR), are admitted to trading on the SRD, and are included in the composition of the MSCI, SBF 120, Euronext IEIF "SIIC France" and CAC Mid100 indices, in the "EPRA" and "GPR 250" benchmark European real estate indices, and in the FTSE4 Good, DJSI World, Euronext Vigeo (World 120, Eurozone 120, Europe 120 et France 20), Oekom, Ethibel and Gaïa ethical indices.

Foncière des Régions is rated BBB/Stable by Standard and Poor's.

www.en.foncieredesregions.fr

Follow us on Twitter @fonciereregions

Disclaimer

The distribution of this press release and the offer and sale of the shares of the Company referred to herein (the "Securities") may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This press release is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this press release in any jurisdiction where action for that purpose is required. Persons into whose possession this press release comes are required to inform themselves about and to observe any such restrictions.

The information contained in this announcement is for background purposes only and does not purport to be full or complete and no reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Any purchase of Securities should be made solely on the basis of the information contained in the prospectus issued by the Company.

European Economic Area

This press release is an advertisement and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of November 4th, 2003, as amended, in particular by Directive 2010/73/EU to the extent such Directive has been transposed in the relevant member State of the European Economic Area (together, the "Prospectus Directive").

The offer of Securities is opened to the public only in France. With respect to member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive other than France (each, a "Member State"), no action has been undertaken or will be undertaken to make an offer to the public of the Securities requiring a publication of a prospectus in any Member State. As a result, the Securities may only be offered in Member States:

  • a) to legal entities which are qualified investors, as defined in the Prospectus Directive;
  • b) to fewer than 150 natural or legal persons (other than qualified investors as defined by the Prospectus Directive) in each Member State; or
  • c) in circumstances falling within Article 3(2) of the Prospectus Directive,

and provided that no such offer of Securities referred to in (a) to (b) above shall require the Company or the Joint Global Coordinators, Joint Lead-Managers and Joint Bookrunners to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For these purposes, as defined in the Prospectus Directive, the expression an "offer to the public of the Securities" in a relevant Member State, which has implemented the Prospectus Directive (as defined below), means any communication in any form and by any means of sufficient information on the terms of the offer of the Securities to be offered, so as to enable an investor to decide, as the case may be, to purchase or subscribe the Securities, as the same may be varied in that Member State.

This selling restriction applies in addition to any other selling restrictions which may be applicable in the Member States who have implemented the Prospectus Directive.

United States of America

This press release does not constitute or form a part of any offer of Securities or solicitation to purchase or subscribe for Securities in the United States. Securities may not be offered, subscribed or sold in the United States 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 shares of the Company have not been and will not be registered under the U.S. Securities Act and the Company does not intend to make a public offer of its securities in the United States.

United Kingdom

In the United Kingdom this press release is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated and any investment activity to which it relates will only be engaged in with such persons and it should not be relied on by anyone other than such persons.

Canada, Australia, South Africa and Japan

This press release is not to be published, transmitted or distributed, directly or indirectly, in the United States, South Africa, Australia, Canada or Japan. The Securities may not be offered or sold in Canada, Australia, South Africa and Japan.

General

In connection with any offering of the Securities, Crédit Agricole Corporate and Investment Bank, Merrill Lynch International ("BofA Merrill Lynch"), Morgan Stanley & Co. International plc ("Morgan Stanley"), Natixis and UniCredit Bank AG, Milan Branch and any of their respective affiliates may take up as a principal position any Securities and in that capacity may retain, purchase, sell or offer to sell for their own accounts such Securities and other related securities. Accordingly, references in this announcement to the Securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Crédit Agricole Corporate and Investment Bank, Merrill Lynch International, Morgan Stanley and Natixis and any of their affiliates acting in such capacity. In addition, they may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they may from time to time acquire, hold or dispose of Securities. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

Merrill Lynch International and Morgan Stanley, each of which are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, and Crédit Agricole Corporate and Investment Bank and Natixis are acting for the Company and no one else in connection with the Private Placement and the Repurchase and will not regard any other person as their respective clients nor be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to any offering of the Securities nor for providing advice in relation to the offering of Securities, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

None of Crédit Agricole Corporate and Investment Bank, Merrill Lynch International, Morgan Stanley, Natixis and UniCredit Bank AG,Milan Branch or any of their respective affiliates, directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or

electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.