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Covivio Share Issue/Capital Change 2015

Mar 19, 2015

1222_iss_2015-03-19_206fdeb9-28f8-4d1f-8464-6a27c59f4a40.pdf

Share Issue/Capital Change

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Paris, March 19 th 2015

Success of the approximately € 255 million capital increase with preferential subscription rights

Foncière des Régions announces the successful subscription of its share capital increase with preferential subscription rights launched on February 26th 2015 for a gross amount of approximately € 255 million. This capital increase will provide Foncière des Régions with the necessary resources to finance its investments and its growth opportunities in each one of its business activities (offices, residential and hotels).

The main shareholders of Foncière des Régions (Delfin S.A.R.L1 , Groupe Covea Finance, ACM Vie and Predica), collectively holding 55.77% of the share capital of Foncière des Régions at the time of the launch of the rights issue, exercised by irrevocable rights ("souscription à titre irréductible") all the preferential subscription rights attached to the shares they hold in Foncière des Régions.

Upon completion of the capital increase, 3,917,722 new shares will be issued, raising an aggregate gross amount of € 254,651,930. Total demand amounted to approximately € 425m, which represents a subscription ratio of 167%:

  • 3,855,789 new shares resulting from the exercise by shareholders of their pro rata subscription rights ("souscription à titre irréductible"),
  • Subscriptions on a reducible basis ("souscription à titre réductible") amounted to 2,687,965 shares and will therefore be only partially allocated for 61,933 new shares.

Following this rights issue, and to Foncière des Régions' knowledge, the share capital of Foncière des Régions will comprise 66,601,279 shares and will be composed as follows:

Number of % of the share Number of % of voting
shares capital voting rights rights
Groupe Delfin 18,579,181 27.90% 18,579,181 27.91%
Groupe Covea 8,931,598 13.41% 8,931,598 13.42%
Finance
ACM Vie 5,191,629 7.80% 5,191,629 7.80%

1 Via two of its subsidiaries (DFR Investment and Aterno)

This press release may not be published, transmitted or distributed, directly or indirectly, in the United States of America, Canada, Australia, or Japan

Predica 4,598,765 6.90% 4,598,765 6.91%
Free-Float 29,256,409 43.93% 29,256,409 43.96%
Treasury shares
Assurance Vie
43,697 0.07% - -
Total 66,601,279 100.00% 66,557,582 100.00%

The settlement and delivery and the listing on the regulated market of Euronext in Paris of the new shares are expected to take place on March 23rd, 2015.

The new shares will carry rights to dividends as from January 1st 2015 and will therefore not give right to the dividend to be paid in respect of the financial year 2014. The new shares will be traded on a separate trading line under ISIN Code FR0012476281 until existing shares start to trade ex-dividend. On this date, the new shares will be fully assimilated to the existing shares of Foncière des Régions.

BNP Paribas is acting as Global Coordinator and BNP Paribas and Morgan Stanley are acting as Joint Bookrunners of the share capital increase.

Information available to the public

The prospectus which has received from the Autorité des marchés financiers (the "AMF") the visa No.15-063 on February 25th , 2015 consists of (i) the reference document filed by Foncière des Régions with the AMF on March 24th , 2014 under No D.14-0190, (ii) a securities note, incorporating by reference the half-year financial report for the 6-month period ended on June 30th, 2014, dated July 25th, 2014 and the report on the results for the financial year 2014 dated February 20th 2015, and (iii) a summary of the prospectus, included in the securities note.

The prospectus approved by the AMF is available free of charge at Foncière des Régions, 30 avenue Kléber, 75116 Paris, on the company's website (www.foncieredesregions.fr) and the website of the AMF (www.amf-france.org).

Foncière des Régions draws the attention of investors to the risk factors, described on page 76 et seq. of the 2013 Reference Document, as updated in the half-year financial report, and in Chapter 2 of the securities note.

About Foncière des Régions

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 € 16Bn (€ 10Bn 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 their real estate strategies with a twofold: adding value to existing urban property and designing buildings for the future.

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

www.foncieredesregions.fr

Contacts

Press Relations Géraldine Lemoine Tél : + 33 (0)1 58 97 51 00 [email protected]

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

This press release may not be published, transmitted or distributed, directly or indirectly, in the United States of America, Canada, Australia, or Japan

Disclaimer

This press release does not constitute an offer to sell or subscribe or a solicitation of an order to buy or subscribe to securities in any country. In France, securities may not be offered to the public absent a prospectus approved by the Autorité des marchés financiers.

The distribution 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 distributed must inform themselves about and observe such restrictions.

With respect to the member States of the European Economic Area other than France (the "Relevant Member States") which have implemented directive 2003/71/EC, as amended, in particular by directive 2010/73/EU, and as implemented in each Relevant Member State (the "Prospectus Directive"), no action has been undertaken or will be undertaken to make an offer to the public requiring a publication of a prospectus in any Relevant Member State. As a consequence, the shares may only be offered or sold in any Relevant Member States pursuant to an exemption under the Prospectus Directive.

The securities referred to herein have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act. Foncière des Régions does not intend to register any portion of the proposed offering in the United States or to conduct a public offering in the United States.

This press release does not constitute a public offering of securities in the United Kingdom. This press release is directed only at persons (i) who are located outside the United Kingdom; (ii) who have professional experience in matters relating to investments within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "FSMA"); (iii) who fall within the scope of Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the FSMA; or (iv) to whom an invitation or inducement to engage in an investment activity in connection with the issue or sale of all securities may be lawfully communicated, directly or indirectly (all such persons together being referred to as "Relevant Persons"). Any person other than a Relevant Person may not act or rely on this press release in the United Kingdom. Any investment or investment activity related to which this press release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This press release may not be published, transferred or distributed, directly or indirectly, in the United States of America, Canada, Australia or Japan.