Vitura

Regulatory Filings • Jan 11, 2016

Paris, 11 January 2016 – 8:00 CET Regulated Information

PRESS RELEASE RELATED TO THE DISCLOSURE OF THE INFORMATION NOTE IN RESPONSE TO THE SIMPLIFIED TENDER OFFER ON THE SHARES OF COMPANY

Initiated by NW CGR 4 S.à r.l. and NW CGR 5 S.à r.l., acting in concert with the other members of the Northwood Concert

AND TO THE DISCLOSURE OF PRELIMINARY FINANCIAL INFORMATION

OFFER PRICE: 35.65 euros per share CeGeREAL SA

OFFER PERIOD: 10 trading days

This release has been issued by CeGeREAL and is published pursuant to articles 231-27 3° and 231-28 of the AMF's General Regulations (French financial market authority, Autorité des Marchés Financiers, the « AMF »).

Simplified Tender Offer

Pursuant to L621-8 of the Monetary and Financial code and of article 231-6 of the general regulations, the AMF has, pursuant to its decision dated 7 January 2016 on the simplified tender offer, approved under visa number 16-006 dated 7 January 2016] the information note in response prepared by the company CeGeREAL S.A. (the "Information Note").

Information related to the legal, accounting and financial characteristics CeGeREAL have been filed on 8 Janauary 2016 and disclosed to the public today, in accordance with provisions of article 231-28 of the AMF's General Regulations.

This information and the Information Note in response are available on CegeREAL's (www.cegereal.com) and the AMF's (www.amf-france.org) websites and can be obtained free of charge with:

CeGeREAL

42 rue de Bassano – 75 008 PARIS

Preliminary Financial Statements as of 31 December 2015

CeGeREAL has prepared, on a preliminary basis as at the date of the document "Additional information related to the file with the AMF on 8 January 2016 and for the sole purpose of informing the shareholders in the context of the proposed offer, certain preliminary financial statement of the Company as of 31 December 2015, comprising the IFRS consolidated P&L, the consolidated IFRS balance sheet, the IFRs consolidated cash flows and the corporate P&L and balance sheet of the Company (French GAAP).

These draft and non-audited financial statements have been prepared by the Company under the same form as the annual financial statements (except for the exhibits).

It is specified that the final financial statements as of 31 December 2015 will be submitted to the Board of the Company in the course of February 2016 and will be subject to an audit from the Company's statutory auditors.

For further information, please contact:

Media Relations Aliénor Miens / +33(0)1 53 32 84 77 alienor.miens@citigate.fr Investor Relations Raphaël Tréguier / +33(0)1 42 25 76 36 raphael.treguier@cegereal.com

Disclaimer

This press release has been prepared for information purposes only. It does not constitute a public offering, nor an offer to purchase, nor solicitation for an offer to sell CeGeREAL shares or an offer to sell, in any country, including France.

The disclosure, publication or marketing of this release in certain countries may constitue a breach of legal or regulatory provisions. Conseuqnelty, the persons located in those countries where this release may be disclosed, published or marketed must seek information and comply with those legal and regulatory provisions. The company CeGeREAL will not be liable in case of breach by any person of the local regulations.

About Cegereal

Created in 2006, CeGeREAL is a commercial property company that invests in prime office properties in Greater Paris. The portfolio's appraisal value is estimated by the independent valuation firm DTZ Eurexi at €984 million as of September 30, 2015 (replacement value).

To date, CeGeREAL is the first French property company with a fully certified portfolio from an environmental point of view (HQE and BREEAM "Very Good", Management "Excellent") and benefits from the Green Star rating in the international benchmark GRESB.

CeGeREAL is a REIT listed on Euronext Paris since 2006, in compartment B (ISIN: FR0010309096). The Company had a market capitalization of €476 million on January 6, 2016.

www.cegereal.com

Consolidated IFRS P&L

In thousands of euros, except per share data

	31/12/2015 (1) 31/12/2014	(2)	Notes
	12 months	12 months
Rental income	44 310	44 746
Income from other services	11 349	13 173	Note 1
Building‐related costs	(17 156)	(16 341)	Note 2
Net rental income	38 504	41 579
Sale of building
Administrative costs	(4 976)	(3 057)	Note 3
Other operating expenses	(5)	0
Other operating income	65
Increase in fair value of investment property	62 736	42 637
Decrease in fair value of investment property	(0)	(23 933)
Total change in fair value of investment property	62 736	18 704	Note 4
Net operating income		96 323 57 226
Financial income	15	17
Financial expenses	(14 719)	(14 533)
Net financial expense	(14 705)	(14 515)
Corporate income tax	(662)	(312)
CONSOLIDATED NET INCOME		80 957 42 398
of which attributable to owners of the Company	80 957	42 398
of which attributable to non‐controlling interests	0	0
Other comprehensive income
TOTAL COMPREHENSIVE INCOME		80 957 42 398
of which attributable to owners of the Company	80 957	42 398
of which attributable to non‐controlling interests	0	0

Basic and diluted earnings per share (in euros)	6,06 3,18

(1) Preliminary and non audited accounts as at December 31, 2015

(2) Audited accounts ast at December 31, 2014 and published in the 2014 Annual report of Cegereal

Note 1 ‐ Indemnities of departure paid in 2014 by Stora Enzo and by Cap Gemini

Note 2 ‐ Mainly: marketing of Europlaza and real estate taxes

Note 3 ‐ Mainly: fees linked to the change of shareholder and to the increase of payroll

Note 4 ‐ Fair value adjustments to investment property

Balance sheet IFRS (consolidated)

In thousands of euros
	31/12/2015 (1) 31/12/2014	(2)	Notes
Non‐current assets
Property, plant and equipment	61
Investment property	942 000	871 000	Note 4
Non‐current loans and receivables Total non‐current assets	28 928 970 989	30 941 901 941	Note 5
Current assets
Trade accounts receivable	13 132	6 469	Note 6
Other operating receivables	6 899	6 276
Prepaid expenses	96	107
Total receivables	20 127	12 852
Cash and cash equivalents	8 723	23 499
Total cash and cash equivalents	8 723	23 499
Total current assets	28 850	36 351
TOTAL ASSETS	999 839 938 292
Shareholders' equity
Share capital	160 470	160 470
Legal reserve and additional paid‐in capital	21 436	21 436
Consolidated reserves and retained earnings	305 447	284 831
Net attributable income	80 955	42 398
Total shareholders' equity	568 308	509 135
Non‐current liabilities
Non‐current borrowings	402 664	401 889
Other non‐current borrowings and debt	3 951	4 166
Non‐current corporate income tax liability Total non‐current liabilities	406 615	0 406 055
Current liabilities
Current borrowings	1 626	1 716
Trade accounts payable	3 150	2 148
Corporate income tax liability	0	295
Other operating liabilities	4 573	5 045
Prepaid revenue	15 566	13 898	Note 7
Total current liabilities	24 915	23 102
Total liabilities	431 530	429 157
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES	999 839 938 292

(1) Preliminary and non audited accounts as at December 31, 2015

(2) Audited accounts ast at December 31, 2014 and published in the 2014 Annual report of Cegereal

Note 4 ‐ Fair value adjustments to investment property

Note 5 ‐ Amortization of incentives granted to tenants

Note 6 ‐ Rents to be paid for the first quarter of 2016

Note 7 ‐ Rents paid in advance for the first quarter of 2016

Cash Flow – IFRS (consolidated)

In thousands of euros
	31/12/2015 (1) 31/12/2014	(2)	Notes
OPERATING ACTIVITIES
Consolidated net income	80 957	42 398
Elimination of items related to the valuation of buildings:
Fair value adjustments to investment property	(62 736)	(18 704)	Note 8
Indemnity received from lessees for the replacement of
components
Elimination of other income/expense items with no cash impact:
Amortization of property, plant and equipment (excluding
Investment property)	5
Adjustments for loans at amortized cost	775	1 091
Cash flows from operations before tax and changes in working capital requirements		19 001 24 785	Note 9
Other changes in working capital requirements	(2 975)	(629)
Change in working capital requirements	(2 975) (629)
Net cash flows from operating activities		16 026 24 156
INVESTING ACTIVITIES
Acquisition of fixed assets	(8 331)	(3 296)	Note 10
Net decrease in amounts due to fixed asset suppliers	(384)	874
Net cash flows used in investing activities	(8 715) (2 422)
FINANCING ACTIVITIES Increase in share capital
Change in bank debt		5 000	Note 11
Refinancing transaction costs
Net increase in current borrowings	(90)	(60)
Net increase in other non‐current borrowings and debt	(215)	697
Net decrease in other non‐current borrowings and debt
Purchases and sales of treasury shares	252	134
Dividends paid	(22 034)	(20 025)
Net cash flows used in financing activities		(22 087) (14 254)
Change in cash and cash equivalents	(14 776) 7 480
Cash and cash equivalents at beginning of year*	23 499	16 018
CASH AND CASH EQUIVALENTS AT END OF YEAR		8 723 23 499

* There were no cash liabilitiesfor any ofthe periods presented above.

(1) Preliminary and non audited accounts as at December 31, 2015

(2) Audited accounts ast at December 31, 2015 and published in the 2014 Annual report of Cegereal

Note 8 ‐ Fair value adjustments to investment property

Note 9 ‐ Mainly: confer notes 1,2,3

Note 10 ‐ Mainly: works on Europlaza

Note 11 ‐ Financing of works on Europlaza

P&L – French GAAP

In euros

	France	Exportation	12 months Total	31/12/2015 (1) 31/12/2014 (2) 12 months Total
Sales of goods for resale
Sales of manufactured products Sales of services			47
NET REVENUE	0	0	47	0
Change in finished goods and in‐progress inventory In‐house production Operating subsidies Reversal of depreciation and amortization charges, provisions for impairment			27	21
Other revenue				0
Total operating revenue			74	21
Purchases of goods Change in inventories of goods held for resale Purchases of raw materials and other supplies Change in inventories (raw materials and other supplies) Other purchases and external charges Taxes, duties and other levies Wages and salaries Social security charges Fixed assets: depreciation and amortization Fixed assets: provisions for impairment Current assets: provisions for impairment			1 745 129 649 266	1 489 51 259 121
Loss and contingency provisions
Other expenses			123 2 913	128 2 048
Total operating expenses
OPERATING LOSS			‐2 839	‐2 026
Allocated income or transferred loss Loss incurred or transferred income Financial income from controlled entities Income from other securities and receivables Other interest income Reversal of provisions for impairment, other provisions and expense transfers Foreign exchange gains			0 6	68 300 0 5
Net income on sale of short‐term investment securities
Total financial income			6	68 305
Depreciation, amortization, provisions for impairment and other provisions Interest expenses Foreign exchange losses Net expenses on sales of short‐term investment securities			16	6 499
Total financial expenses			16	505
NET FINANCIAL INCOME/(EXPENSE)			‐10	67 800
RECURRING INCOME/(LOSS) BEFORE TAX			‐2 849	65 773

(1) Preliminary and non audited accounts as at December 31, 2015

(2) Audited accounts ast at December 31, 2014 and published in the 2014 Annual report of Cegereal

In euros

		31/12/2015 (1) 31/12/2014 (2)
	12 months	12 mois
Non‐recurring income on management transactions
Non‐recurring income on capital transactions	53	78
Reversal of provisions for impairment, other provisions and expense transfers
Total non‐recurring income	53	78
Non‐recurring expenses on management transactions
Non‐recurring expenses on capital transactions	5
Depreciation, amortization and provisions for impairment
Total non‐recurring expenses	5	0
NET NON‐RECURRING INCOME	48	78
Employee profit sharing
Corporate income tax	662	312
TOTAL INCOME	133	68 404
TOTAL EXPENSES	3 596	2 865
NET INCOME/(LOSS)	‐3 463	65 539

(1) Preliminary and non audited accounts as at December 31, 2015

(2) Audited accounts ast at December 31, 2014 and published in the 2014 Annual report of Cegereal

Balance sheet – French GAAP

In euros
ASSETS	Brut	Amort./Dépr.	31/12/2015 (1) 31/12/2014	(2)
Uncalled subscribed capital
Intangible fixed assets
Start‐up costs
Research and development costs
Licenses, patents and similar concessions
Goodwill
Other intangible fixed assets
Advances/down payments on intangible
assets
Property, plant and equipment
Land
Buildings
Plant, machinery and equipment
Other property, plant and equipment
Property, plant and equipment in progress
Advances and down payments
Financial fixed assets
Receivables from controlled entities	361 230		361 230	387 710
Other long‐term investments
Loans
Other financial fixed assets	643		643	789
FIXED ASSETS	361 873	0	361 873	388 499
Inventories and work in progress
Raw materials and other supplies
Manufactured products in progress
Services in progress
Semi‐finished and finished goods
Goods held for resale
Advances/down payments on orders
Receivables
Trade accounts receivable
Other receivables	266		266	21
Subscribed capital, called up but not paid
Short‐term investment securities
Cash and cash equivalents	109		109	460
CURRENT ASSETS	375	0	375	481
Prepaid expenses	59		59	88
Adjustment accounts
TOTAL ASSETS	362 307	0	362 307	389 067

(1) Preliminary and non audited accounts as at December 31, 2015

(2) Audited accounts ast at December 31, 2014 and published in the 2014 Annual report of Cegereal

In euros
EQUITY AND LIABILITIES	31/12/2015 (1) 31/12/2014	(2)	Notes
Capital
Share capital (including paid‐up capital:	160 470	160 470
Additional paid‐in capital	5 389	5 389
Revaluation reserve	152 342	152 342
Reserves
Legal reserve	16 047	16 047
Statutory or contractual reserves
Regulated reserves
Other reserves	30 188	0	Note 1
Income
Retained earnings	30	‐3 257
Net income/(loss) for the year	‐3 463	65 539
Interim dividend	0	‐10 029
Investment subsidies
Regulated provisions
SHAREHOLDERS' EQUITY	361 003	386 501
Income from the issue of equity
instruments
Contingent advances
OTHER EQUITY	0	0
Contingency provisions
Loss provisions
LOSS AND CONTINGENCY PROVISIONS	0	0
Non‐current borrowings and debt
Convertible bonds
Other bonds
Bank borrowings
Miscellaneous borrowings and debt	0	1 807
Trade accounts payable and other current liabilities
Advances/down payments received on	0	0
Trade accounts payable	823	358
Tax and social liabilities	480	402
Amounts owed to fixed asset suppliers
Other liabilities
Prepaid revenue
LIABILITIES	1 304	2 567
Adjustment accounts

(1) Preliminary and non audited accounts as at December 31, 2015

(2) Audited accounts ast at December 31, 2014 and published in the 2014 Annual report of Cegereal

TOTAL EQUITY AND LIABILITIES 362 307 389 067

Note 1 ‐ Not distributed 2014 net income

ANR

In thousands of euros, except per share data

	31/12/2015 (1)	30/06/2015 (2)	31/12/2014 (3)
Shareholders' equity under IFRS	568 308	519 257	509 135
Portion of rent‐free periods	‐34 673	‐35 211	‐36 532
EPRA NAV		533 635 484 046 472 603
Market value of the loan	‐413 074	‐408 901	‐410 274
Carrying amount of the loan	402 664	402 442	401 888
EPRA NNNAV		523 225 477 587 464 218
Number of shares	13 372 500	13 372 500	13 372 500
Treasury shares	‐13 538	‐20 660	‐21 955
NAV per share		39,17 35,77 34,77

(1) Estimated and non audited figures as at December 31, 2015

(2) 2015 Interim Financial Report of Cegereal

(3) 2014 Annual report of Cegereal