Regulatory News:
Clariane (Paris:CLARI) (CLARIA.PA - ISIN FR0010386334), Europe's
leading community for care in times of vulnerability (the
“Company”), announces that an amendment (the
"Amendment") to the 2023 Universal Registration Document
(the "2023 Universal Registration Document") was filed on 31
May 2024 with the Autorité des marchés financiers (the
"AMF") under number D. 24-0380-A01.
The Amendment updates a number of items in the 2023 Universal
Registration Document, including:
- the information relating to 2023 highlights
the Company’s European footprint, financing and real estate
strategy, contained in Chapter 1 "Clariane, Europe's leading group
serving the needs of the most vulnerable" of the 2023 Universal
Registration Document,
- the information relating to risk factors,
(including risks relating to care and support, property development
and construction, execution of the asset disposal plan, regulatory,
currency, liquidity and financial covenant breach risks) set out in
Chapter 2 "Risk Factors" of the 2023 Universal Registration
Document,
- the information relating to regulated
agreements, changes in corporate governance and the remuneration
policy for corporate officers, contained in Chapter 4 "Corporate
governance" of the 2023 Universal Registration Document,
- the information relating to the indicators
for steering and measuring financial performance, the simplified
consolidated income statement, the financial statements at 31
December 2023, the simplified cash flow statement, sales for the
first quarter of 2024, the financial forecasts for the financial
year 2024, the outlook for 2023-2026 and legal proceedings and
arbitrations, which is set out in Chapter 5 "Activities and
analysis of performance" of the 2023 Universal Registration
Document,
- the information relating to the financial
delegations and authorisations proposed to the General Meeting of
10 June 2024, changes in the shareholder base and the dividend
distribution policy contained in Chapter 7 "Information on the
Company, the share capital and the shareholder base" of the 2023
Universal Registration Document.
On 21 May 2024, the Company presented its strategic plan and
outlook for the period 1 January 2023 to 31 December 2026.
The Amendment also makes a correction with regard to the
Company's listing compartment indicated in Chapter 7 "Information
on the Company, its capital and shareholders".
In response to the public health challenges posed by an ageing
population and an increase in chronic illnesses, Clariane has
developed a range of diversified and complementary forms of support
and care in its various regions, organised around the following
three segments:
- Long-Term Care;
- Specialty Care;
- Community Care.
As part of its “At your side” corporate project, Clariane is
promoting the development of personalised care solutions, grounded
in local ecosystems and in the needs of vulnerable people and their
carers.
It is developing a common skills base to all its activities,
including the use of rigorous medical expertise, consistent quality
standards, a policy of skills development and promotion through
training leading to qualifications, and the gradual digitalisation
of key processes.
In line with its decision to become a purpose-driven company
with high levels of accountability, the company's governance
includes its stakeholders building trust and regularly measures its
non-financial performance.
Following the tightening of credit conditions and sectoral
turbulence, Clariane launched a plan on 14 November to strengthen
its financial structure (the "Strengthening Plan") (see
section 1.2 "Update on the plan to strengthen the Company's
financial structure" of the Amendment).
Confirming its objectives for 2024, and building on the progress
made with the plan to strengthen its financial structure, the Group
announced its main objectives for the period 2023-2026 (see section
5.5 "Outlook 2023 - 2026" of this "Amendment):
- An organic compound annual growth rate (CAGR) objective in
revenue of around +5%, driven in particular by a gradual and steady
increase in occupancy rates and activity levels in Specialized
Care, especially in outpatient care, and by the ongoing catch-up of
tariffs, particularly in Germany. The growth objective reflects the
projected contributions of the different geographies:
- France: CAGR 2023-2026 > 5%, based in particular on an
occupancy rate in nursing homes that gradually rises to 93% in
2028,
- Germany: CAGR 2023-2026 c. 7%, pro forma for the 10% of sites
that the Group wishes to cease operating,
- Belgium & Netherlands: CAGR 2023-2026 > 8%, based in
particular on the growth of the network in the Netherlands, with
the number of facilities in operation rising from 52 to 90, and an
occupancy rate in nursing homes in Belgium that gradually rises to
97% by 2027,
- Italy: CAGR 2023-2026 2% to 3%, based in particular on an
occupancy rate in nursing homes that gradually rises to 98% by
2028,
- Spain: CAGR 2023-2026 > 15%, 75% of which will be generated
by service contracts.
Across the different geographies, and based on the contributions
reflected above, the business segments are expected to evolve as
follows:
- Long term care: 3% to 5% annual organic growth,
- Specialty care: 4% to 6% annual organic growth,
- Community Care: > 10% annual organic growth.
- an improvement objective of 100 to 150 basis points in its
pre-IFRS16 EBITDA margin at 31 December 2026 compared with 12.2% at
31 December 2023, driven mainly by revenue growth, notably through
occupancy rates and the development of outpatient services, as well
as by targeted improvement measures relating to its central cost
structure, rent and energy costs and, finally, an improvement in
performance in Germany;
- a financial leverage objective of less than 3.0x at 31 December
2025 and an LTV of 55% for real estate debt at the same date,
reflecting the Strenghtening Plan but also investment discipline
with limited levels of investment: around €100 million a year for
building maintenance and around €200 million in total for
development investment including real estate and an EBITDA to free
cash flow conversion rate of around 40% from 2024. In this context,
the level of net financial debt1 in 2026, excluding IFRS 16 debt,
should be brought down to around €2.7 to €3 billion, with expected
real estate debt of around €1.4 billion, giving an LTV of around
55% (assuming a capitalisation rate of 6.7%) and non-real estate
debt of around €1.3 to €1.6 billion.
At the same time, the Group has set the following ESG targets
for 2026:
- 7,000 employees enrolled in a qualifying path through the
Clariane University
- NPS maintained above 40
- Lost-time injury frequency rate down to 29
- Implementing the SBTi commitments on the carbon trajectory
The Company points out that the documentation for the syndicated
loan of €505 million renewed on 25 July 2023 prohibits the
distribution of dividends as long as the leverage ratio remains
above 3.5x and limits it to 40% of net income in all cases. Against
this background, no dividend will be paid in 2024 in respect of the
2023 financial year, as leverage stood at 3.8x at 31 December 2023.
The Company's objective is to achieve a leverage ratio of
significantly less than 3x by the end of 2025. No dividend policy
has been adopted for 2024, apart from the constraints imposed by
the syndicated loan.
Upcoming events: 10 June 2024 -
Annual General Meeting 5 August 2024 - Sales and results for
the 1er half-year 2024 23 October 2024 - Sales for the 3ème
quarter 2024 General information
The French version of the 2023 Universal Registration Document
and the Amendment are available on Clariane's website
(www.clariane.com - Investor Relations) and on the AMF website
(www.amf-france.org). An English version of the 2023 Universal
Registration Document is available on the Company's website and an
English version of the Amendment will be available shortly. Copies
of the 2023 Universal Registration Document and the Amendment are
also available, free of charge, from the Company's registered
office at 21-25, rue Balzac in Paris (8th arrondissement).
Warning
This press release does not constitute, and shall not be deemed
to constitute, an offer to the public or an offer to buy or the
solicitation of public interest in an offer to the public, nor
shall there be any sale of securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful absent
registration or approval under the securities laws of such state or
jurisdiction. The distribution of this document may be subject to
specific restrictions in certain countries. Persons in possession
of this document are required to inform themselves of and to
observe any such local restrictions. The shares of Clariane and any
rights to subscribe for shares of the Company) have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act"), and may not be offered or sold
in the United States absent registration or an applicable exemption
from registration under the U.S. Securities Act, or in a
transaction not subject to such requirements.
An admission prospectus relating to the reserved capital
increase will be submitted to Clariane S.E. for approval by the
Autorité des marchés financiers prior to the General Meeting of
shareholders on 10 June 2024.
A prospectus relating to the capital increase with preferential
subscription rights will be submitted by Clariane S.E. to the
Autorité des marchés financiers for approval prior to the effective
launch of this capital increase.
This document contains forward-looking statements that involve
risks and uncertainties, including those included or incorporated
by reference, concerning the Group's future growth and
profitability that could cause actual results to differ materially
from those indicated in the forward-looking statements. These risks
and uncertainties relate to factors that the Company cannot control
or estimate precisely, such as future market conditions. The
forward-looking statements contained in this document constitute
expectations of future events and should be regarded as such.
Actual events or results may differ from those described in this
document due to a number of risks and uncertainties described in
Chapter 2 of the 2023 Universal Registration Document filed with
the Autorité des Marchés Financiers (AMF) on 30 April 2024 under
registration number D.24-0380, as amended in Section 3 of the
Amendment to the 2023 Universal Registration Document filed with
the AMF on 31 May 2024 under registration number D. 24-0380-A01,
available on the Company's website (www.clariane.com) and that of
the AMF (www.amf-france.org). All forward-looking statements
included in this document speak only as of the date of this press
release. Clariane S.E. undertakes no obligation and assumes no
responsibility to update the information contained herein beyond
what is required by applicable regulations.
You are cautioned not to place undue reliance on any
forward-looking statements. Neither the Company, nor any of its
directors, officers, employees, agents, affiliates or advisers
accepts any responsibility whatsoever for the reasonableness of
assumptions made or opinions stated or the likelihood of the
achievement of projections, prospects or returns. Any
responsibility or liability for any such information is expressly
disclaimed. Nothing in this document is, or should be relied upon
as, a promise or representation of the future. In addition, no
statement in this communication is intended to be nor may be
construed as a profit forecast. Past performance of the group
cannot be relied on as a guide to future performance.
In this press release, unless otherwise indicated, all changes
are expressed on an annual basis (2024/2023), and at constant scope
and exchange rates. The main alternative performance indicators
(APIs), such as EBITDA, EBIT, net debt and financial leverage, are
defined in the Universal Registration Document 2023, as amended by
the Amendment, available on the Company's website
(www.clariane.com).
About Clariane
Clariane is the leading European community for care in times of
vulnerability. It has operations in six countries: Belgium, France,
Germany, Italy, the Netherlands, and Spain.
Relying on their diverse expertise, each year the Group’s 60,000
professionals provide services to over 800,000 patients and
residents in three main areas of activity: long-term care nursing
home (Korian, Seniors Residencias, Berkley, etc.), specialized care
facilities and services (Inicea, Ita, Grupo 5, Lebenswert, etc.),
and alternative living solutions (Petits-fils, Ages et Vie,
etc.).
In June 2023, Clariane became a purpose-driven company and added
to its bylaws a new corporate purpose, common to all its
activities: “To take care of each person’s humanity in times of
vulnerability”.
Clariane has been listed on Euronext Paris since November
2006, In compartment B
Euronext ticker: CLARI - ISIN: FR0010386334
1 Net of the Ages & Vie receivable, as described in
paragraph 9.2 of the 2023 financial statements, for 74 million
euros
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version on businesswire.com: https://www.businesswire.com/news/home/20240531264110/en/
Investor contacts Stéphane Bisseuil Investor
Relations Director +33 (0) 6 58 60 68 69
stephane.bisseuil@clariane.com Press contacts Matthieu
Desplats Press Relations Director 06 58 09 01 61
matthieu.desplats@clariane.com Florian Bachelet Head of
press relations 06 79 86 78 23 florian.bachelet@clariane.com
Julie Mary Head of press relations 06 59 72 50 69
julie.mary@clariane.com
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