MAIN TRANSACTION TERMS
- Subscription price: EUR 0.0133 per new share
- Subscription ratio: 7 new shares for 31 existing
shares
- Trading period for preferential subscription rights: from
January 19th to January 31st, 2024 inclusive
- Subscription period: from January 23rd to February 2nd, 2024
inclusive
- Subscription commitments by the members of the Groupement up
to approximately EUR 196 million and backstop by the SteerCo for
the remainder
Regulatory News:
ORPEA Announces the Launch of a Share
Capital Increase With Shareholders’ Preferential Subscription
Rights for an Amount of Approximately EUR 390 Million, to Which the
Members of the Groupement1 Have Committed to Subscribe in the
Amount of Approximately EUR 196 Million (Severally but Not
Jointly), the Balance, i.e. Approximately EUR 194 Million, Being
Backstopped by the Members of the SteerCo2
Not to be published, distributed or circulated
directly or indirectly in the United States, Canada, Australia or
Japan.
This press release is an advertisement and not
a prospectus within the meaning of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of June 14, 2017
ORPEA S.A (Paris:ORP) (the “Company”) announces today the
launch of a share capital increase with shareholders’ preferential
subscription rights, in an amount (including the issue premium) of
EUR 390,019,672.62, by way of issuance of 29,324,787,415 new shares
(the “New Shares”), to be subscribed in cash, at a
subscription price (including the issue premium) of EUR 0.0133 per
New Share, to which the members of the Groupement have committed to
subscribe by exercising their preferential subscription rights, in
the amount of approximately EUR 195.7 million (severally but not
jointly), the balance, i.e. approximately EUR 194.3 million being
backstopped by the members of the SteerCo (the “Rights
Issue”).
The Rights Issue follows the Equitization Capital Increase and
the Groupement Capital Increase (as defined below) and is carried
out in the context of the accelerated safeguard plan of the Company
adopted by the Nanterre Specialised Commercial Court on July 24th,
2023 (the “Accelerated Safeguard Plan”).
REMINDER ON THE ACCELERATED SAFEGUARD PLAN
The Accelerated Safeguard Plan provides for the implementation
of three capital increases, namely (i) a capital increase with
shareholders' preferential subscription rights backstopped by the
unsecured creditors (the “Equitization Capital Increase”),
having been the subject of a prospectus approved by the AMF on
November 10th, 2023 under number 23-465, and whose
delivery-settlement occurred on December 4th, 2023, (ii) a share
capital increase without preferential subscription rights reserved
for named persons, namely the Groupement members, with a priority
right granted to the shareholders whose shares are evidenced by
book-entries (inscrit en compte) at the end of the accounting day
of November 15th, 2023 (the “Existing Shareholders”), having
been the subject of a prospectus approved by the AMF on December
5th, 2023 under number 25-503, and whose delivery-settlement
occurred on December 19th, 2023 (the “Groupement Capital
Increase”), and (iii) the Rights Issue as detailed in this
press release (and together with the Equitization Capital Increase
and the Groupement Capital Increase, the “Capital
Increases”, all three Capital Increases forming an indivisible
whole).
On November 30th, 2023, the Company published the results of the
Equitization Capital Increase for an amount of EUR
3,884,212,344.65, which led to the issue on December 4th, 2023 of
64,629,157,149 new shares at an issue price of EUR 0.0601 per new
share (of which EUR 0.01 of nominal value and EUR 0.0501 of issue
premium).
Moreover, on December 15th, 2023, the Company published the
results of the Groupement Capital Increase, for an amount of
approximately EUR 1,160,080,552, which led to the issue on December
20th, 2023 of 65,173,064,696 new shares at an issue price of EUR
0.0178 per new share (of which EUR 0.01 of nominal value and EUR
0.0078 of issue premium).
Following the completion of the Equitization Capital Increase
and the Groupement Capital Increase, the Company's share capital
stands at EUR 1,298,669,156.96 comprised of 129,866,915,696 shares
with a par value of EUR 0.01 each, distributed as follows:
- Groupement: 50.18%, of which:
- Caisse des Dépôts et Consignations (directly)3: 22.41%,
- Mutuelle Assurance des Instituteurs de France (MAIF):
14.81%,
- CNP Assurances : 5.56%, and
- MACSF Epargne Retraite : 7.41%;
- Concert Concert’O, Nexstone Capital and Mat Immo Beaune:
5.93%4
- Free float: 43,895%
INDEPENDENT EXPERTISE
The Company appointed on a voluntary basis the firm Sorgem
Evaluation, located at 11 rue Leroux, 75116 Paris, and represented
by Mr. Maurice Nussenbaum, as independent expert, in accordance
with Article 261-3 of the Autorité des marchés financiers’
(“AMF”) General Regulations, in order to give an opinion on
the fairness of the terms and conditions of the Company’s
restructuring from the current shareholders’ standpoint.
This independent expert’s report, together with its addendum,
provided at the Company’s request, are incorporated by reference in
the Prospectus (as defined below) related to the Rights Issue, with
the consent of Sorgem Evaluation which has approved its content and
allowed the Company to report the conclusion of this expertise in
publicly available documents.
MAIN TERMS OF THE RIGHTS ISSUE
The Rights Issue will be carried out with shareholders’
preferential subscription rights (the “Rights”), pursuant to
the 4th resolution attached to the Accelerated Safeguard Plan, and
will result in the issue of 29,324,787,415 New Shares, at a
subscription price of EUR 0.0133 per New Share (i.e. EUR 0.01
nominal value and EUR 0.0033 issue premium), to be fully paid up
upon subscription, representing gross proceeds, including the issue
premium, of EUR 390,019,672.62.
The subscription of the New Shares will be reserved by
preference to (i) holders of existing shares as of record (inscrit
en compte) as at January 22nd, 2024 according to the indicative
calendar6, who will receive one (1) Right per share and (ii) the
transferees of preferential subscription rights. Each Right will
entitle its holder to subscribe on an irreducible basis (à titre
irréductible) for seven (7) New Shares for every thirty-one (31)
Rights held.
Subscriptions on a reducible basis (à titre réductible) will be
accepted. Any New Shares not subscribed on an irreducible basis
will be allocated to the holders of the Rights having submitted
additional subscription orders on a reducible basis subject to
reduction in the event of oversubscription.
On the basis of the closing price of the Company share on the
regulated market of Euronext in Paris (“Euronext Paris”) on
January 16th, 2024, i.e. EUR 0.0143:
- the subscription price of EUR 0.0133 per New Share reflects a
discount of -6.99%;
- the theoretical value of one (1) Right is EUR 0.00018;
- the theoretical ex-right price of the share is EUR 0.0141;
and
- the subscription price per New Share reflects a discount of
-5.78% compared to the theoretical value of the Company ex-right
share.
These values do not necessarily reflect the value of the Rights
during their trading period, the ex-right price of an existing
share of the Company or the discounts, as determined in the market.
A potentially very low value of the Right could be likely to
significantly impact its liquidity and thus make it difficult to
trade.
The Rights Issue will be open to the public in France only.
Crédit Agricole Corporate & Investment Bank, Natixis and
Société Générale are acting as joint global coordinators and joint
bookrunners (the “Joint Global Coordinators and Joint
Bookrunners” and BNP Paribas as joint bookrunner (the “Joint
Bookrunner”) in respect of the Rights Issue.
INDICATIVE TIMETABLE FOR THE RIGHTS ISSUE
The Rights will be detached on January 19th, 2024 and tradeable
from January 19th, 2024 until January 31st, 20247 inclusive on
Euronext Paris under ISIN code FR001400MXO7. Unexercised Rights
will automatically lapse at the end of the New Shares subscription
period, which will be run from January 23rd, 2024 until close of
trading on February 2nd, 2024.
The issuance, settlement and delivery of the New Shares and
admission of trading on Euronext Paris are expected to take place
on February 15th, 2024. The New Shares will immediately entitle
their holders to receive dividends declared by the Company as from
the date of issuance. They will be immediately fungible with
existing shares of the Company and will be traded on the same
trading line under the same ISIN code (FR0000184798).
USE OF PROCEEDS
The net proceeds of the capital increase of the New Shares,
which are estimated to approximately EUR 323 million (after
deduction of the balance of the financial restructuring-related
costs and miscellaneous commissions (excluding the Adhering
Commission) remaining to be paid in cash after October 31st 2023,
for around EUR 67 million, but excluding deduction of the total
amount of approximately EUR 39 million, which would be owed by the
Company to the SteerCo and the Groupement pursuant to the
Accelerated Safeguard Plan in the event that the Groupement
Warrants (as defined below) and the SteerCo Warrants (as defined
below) were not issued within 6 months following the
settlement-delivery of the Rights Issue, scheduled for February
15th, 2024) will be allocated to general corporate purposes, and in
particular the financing of its Refoundation Plan, in view of
restoring the Group’s EBITDAR margin and completing the rebalancing
of its balance sheet by 2026.
FINANCIAL SITUATION AFTER COMPLETION OF THE RIGHTS
ISSUE
After completion of the Rights Issue, the last capital increase
planned in the Accelerated Safeguard Plan, on the basis of an
adjusted view compared to the situation as of 31 October 2023, the
Company's net financial debt (excluding IFRS 16) will amount to EUR
4.2 billion, split into cash and cash equivalents of EUR 1.8
billion, current financial liabilities of EUR 1.25 billion and
non-current financial liabilities of EUR 4.75 billion.
As a reminder, in the context of the adoption of the Accelerated
Safeguard Plan, the members of the Groupement share the objective
for the Company not to distribute any dividends for the fiscal
years 2023, 2024 and 2025. At the end of a three-year period from
the date of entry into force of the shareholders' agreement entered
into between the members of the Groupement, CDC and MAIF will
consult together to decide on the continuation or possible
modification of this objective.
SUBSCRIPTION COMMITMENTS FROM THE MEMBERS OF THE GROUPEMENT
AND BACKSTOP COMMITMENTS FROM THE STEERCO
The issue of the New Shares is neither guaranteed by a bank
syndicate nor underwritten.
Subscription Commitments from the Groupement Under the
terms of the agreement dated February 14th, 2023 between the
Company, the Groupement and the SteerCo (the “Lock-Up
Agreement”) and as provided under the Accelerated Safeguard
Plan, members of the Groupement have undertaken (severally but not
jointly) to subscribe to the Rights Issue, and have undertaken to
exercise all of their Rights on an irreducible basis (à titre
irréductible) for a total of approximately EUR 195.7 million in the
following proportions and amounts (the “Subscription Commitments
from the Groupement”):
- Caisse des Dépôts et Consignations: 6,570,267,970 New Shares
representing a total subscription amount (including issue premium)
of EUR 87,384,564.02;
- Mutuelle Assurance des Instituteurs de France (MAIF):
4,343,978,821 New Shares representing a total subscription amount
(including issue premium) of EUR 57,774,918.32;
- CNP Assurances: 1,629,306,077 New Shares representing a total
subscription amount (including issue premium) of EUR 21,669,770.83;
and
- MACSF Epargne Retraite: 2,172,124,892 New Shares representing a
total subscription amount (including issue premium) of EUR
28,889,261.07.
Backstop Commitments from the SteerCo Under the terms of
the Lock-up Agreement and the Accelerated Safeguard Plan, the
members of the SteerCo (or companies affiliated with them as
provided under the terms of the Lock-Up Agreement) have committed
to backstop the Rights Issue (excluding the share of the issue
subject to Subscription Commitments from the Groupement), for a
total of approximately EUR 194.3 million (the “Backstop
Commitments from the SteerCo” and together with the
Subscription Commitments from the Groupement, the Subscriptions
Commitments”) .
Under the Backstop Commitments from the SteerCo, each member of
the SteerCo has committed if (x) the amount of all subscriptions on
an irreducible basis (à titre irréductible) and the subscriptions
on a reducible basis (à titre réductible) of the holders of
preferential subscription rights in the Rights Issue (other than
the members of the Groupement pursuant to the Subscription
Commitments from the Groupement) increased by (y) the amount of the
Subscription Commitments from the Groupement, would not represent
100% of the amount of the Rights Issue (the difference between (A)
the amount of the Rights Issue and (B) all subscriptions on an
irreducible basis (à titre irréductible) and subscriptions on a
reducible basis (à titre réductible) referred to in (x) and (y)
above being the “Available Amount”), to subscribe, in cash,
a number of shares corresponding to the Available Amount, i.e. a
maximum amount of approximately EUR 194.3 million, split between
them pro rata to the unsecured debt held by each of them as of 31
January 2023.
It is specified that the members of SteerCo have not undertaken
to subscribe either on an irreducible base (à titre irréductible)
or on a reducible basis (à titre réductible), to the Rights Issue.
Backstop Commitments from the SteerCo are only intended to be
implemented, in whole or in part, only in the event subscriptions
on an irreducible basis (à titre irréductible) (including
subscriptions on an irreducible basis of the members of the
Groupement under the Subscription Commitments from the Groupement)
and subscriptions on a reducible basis (à titre réductible) by
holders of Rights to the Rights Issue, would not represent 100% of
the amount of the Rights Issue.
The Subscription Commitments from the Groupement and the
Backstop Commitments from the SteerCo are summarized in the below
table:
Number of shares
subscribed
Amount subscribed (issue
premium included)
% of the Rights Issue
Subscription Commitments from
the Groupement of which:
14,715,677,760
EUR 195,718,514.24
50.18%
Caisse des Dépôts et
Consignations
6,570,267,970
EUR 87,384,564.02
Mutuelle Assurance des
Instituteurs de France (MAIF)
4,343,978,821
EUR 57,774,918.32
CNP Assurances
1,629,306,077
EUR 21,669,770.83
MACSF Epargne Retraite
2,172,124,892
EUR 28,889,261.07
Backstop Commitments from the
SteerCo
Maximum of
14,609,109,665
Maximum of EUR
194,301,158.42
49.82%
Issuance of warrants in return of the Subscription
Commitments
It is reminded that in return for the Subscription Commitments
from the Groupement described above, the Accelerated Safeguard Plan
provides for the granting by the Company to the Members of the
Groupement, following completion of the Rights Issue, and the
Reverse Split, of 1,170,888 warrants (the “Groupement
Warrants”)8, corresponding, on the basis of a theoretical
value of the Company's equity post-financial restructuring of
approximately EUR 2,700 million, to a total value equivalent to 10%
of the amount of the Subscription Commitments from the Groupement,
i.e. approximately EUR 19.6 million, allowing their holders to
subscribe (being specified that each Warrant gives the right to
subscribe one share of the Company, at a price of EUR 0.01 per
share) for shares representing (after taking into account the
Reverse Split) 0.725% of the Company’s share capital, on a fully
diluted basis. The issuance of the Groupement Warrants was subject
to the 27th resolution being passed at the shareholders annual
general meeting of the Company held on December 22nd, 2023. Such
resolution was ultimately rejected by the shareholders with 65.55%
votes in favor (it being specified that the members of the
Groupement did not take part in the vote).
Moreover, in return for the Backstop Commitments from the
SteerCo the Accelerated Safeguard Plan provides that the Company
will grant Members of the SteerCo, following completion of the
Rights Issue, 1,162,279 warrants9 (the “SteerCo Warrants”
and together with the Groupement Warrants, the “Warrants”)
corresponding, on the basis of a theoretical value of the Company's
equity post-financial restructuring of approximately EUR 2,700
million, to a total value equivalent to 10% of the amount of the
Backstop Commitments from the SteerCo, for an amount of
approximately EUR 19.4 million allowing their holders to subscribe
for shares representing (after taking into account the Reverse
Split) 0.720% of the Company’s share capital, on a fully diluted
basis. The issuance of the SteerCo Warrants was subject to the 28th
resolution being passed at the shareholders annual general meeting
held on December 22nd, 2023. Such resolution was approved by the
shareholders (it being specified that the members of the SteerCo or
their affiliate did not take part in the vote).
If all of the Warrants are not issued within six months after
the settlement of the Rights Issue scheduled on February 15th,
2024, the Accelerated Safeguard Plan (paragraph 3.5.5(b) of part
III) provides that the members of the Groupement and the members of
the SteerCo will receive from the Company their equivalent in cash,
i.e. 10% of the Subscription Commitments from the Groupement and
10% of the Backstop Commitments from the SteerCo (i.e approximately
EUR 19.6 million for the benefit of the Groupement and
approximately EUR 19.4 million for the benefit of the SteerCo,
representing a total amount of approximately EUR 39 million).
The Company reserves the right to submit for approval to the
general meeting of the shareholders which will take place to
approve the accounts for the financial year ending December 31st,
2023, resolutions allowing to grant Warrants to the members of the
Groupement and the SteerCo.
Under this assumption and in the event of approval by the
general meeting of shareholders, the Company will issue the
Groupement Warrants for the benefit of the members of the
Groupement and will issue the SteerCo Warrants for the benefit of
the members of the SteerCo according to the above-mentioned terms.
In the event of rejection by the general meeting of shareholders,
the Groupement Warrants and the SteerCo Warrants will not be
issued, and the Company, in accordance with the provisions of the
Accelerated Safeguard Plan (paragraph 3.5.5(b) of part III), will
therefore pay an amount of approximately EUR 19.6 million to the
members of the Groupement and an amount of approximately 19.4
million euros to the members of the SteerCo, i.e. a total amount of
approximately 39 million euros.
DILUTION
The implementation of the Equitization Capital Increase and the
Groupement Capital Increase under the Accelerated Safeguard Plan
has resulted in a massive dilution for the Existing Shareholders
(i.e. the shareholders whose shares are evidenced by book-entries
(inscrit en compte) at the end of the accounting day of November
15th, 2023), who hold, as of this date and to the Company’s
knowledge, 0.98% of the share capital of the Company. If Existing
Shareholders decide not to exercise their preferential subscription
rights, they will hold 0.80% of the Company’s share capital
following completion of the Rights Issue (based on the number of
share they held on November 15th, 2023).
Moreover, for illustrative purposes only, the theoretical impact
of the Rights Issue on the participation in the capital of a
shareholder holding 1% of the share capital of the Company prior to
the completion of the Capital Increases and not subscribing to it
(calculations based on the number of shares comprised in the
Company’s share capital as of the date of the Prospectus (as
defined below)), would be as follows*:
Prior to the issue of the
29,324,787,415 New Shares as part of the Rights Issue
1.0000%
After the issue of the
29,324,787,415 New Shares as part of the Rights Issue
0.8158%
*As of June 30th, 2023, the number of free
shares allocated under the Company's free share plans and not yet
vested on that date amounted to 218,756 shares. Given the
significant number of new shares to be issued as part of each of
the Capital Increases, the allocation of these shares would not
have any additional impact on the dilution of a shareholder holding
1% of the share capital of the Company, which is therefore not
presented on a diluted basis
REVERSE STOCK SPLIT A reverse stock split will be
implemented following the settlement-delivery of the Rights Issue,
such that one thousand (1,000) ordinary shares with a nominal value
of EUR 0.01 each will be exchanged for one (1) new share with a
nominal value of EUR 10 euros (the “Reverse Split”). The
Reverse Split could be launched following the settlement-delivery
of the Rights Issue and close 30 days later. The detailed terms of
the Reverse Split and its expected timetable will be specified in a
press release that the Company will publish on the day of launch of
the Reverse Split.
THEORETICAL MARKET CAPITALISATION AFTER THE COMPLETION OF THE
RIGHTS ISSUE
For illustrative purposes only, based on the number of shares
comprised in the share capital of the Company after completion of
the Rights Issue, i.e. 159,191,703,111 shares, and retaining a
theoretical stock price of the ORPEA share post-Capital Increases
being established at the level of theoretical value of the share
post-Capital Increases, i.e. EUR 0.0170 (for illustrative purposes
– as a reminder, the closing price of the ORPEA share is EUR 0.0143
on January 16th, 2024), the Company’s theoretical market
capitalisation after completion of the Rights Issue would amount to
approximately EUR 2.7 billion.
AVAILABILITY OF THE PROSPECTUS
The prospectus (the « Prospectus ») in the French
language approved by the AMF under number 24-006 on January 17th,
2024 and comprised of (i) ORPEA S.A. 2022 universal registration
document filed with the AMF on June 7th, 2023 under number D.
23-0461 (the “Universal Registration Document” or
“URD”), (ii) a first amendment to the URD filed with the AMF
on November 10th, 2023 under number D.23-0461-A01 (the “First
Amendment to the URD”), (iii) a second amendment to the URD
filed with the AMF on December 5th, 2023 under number D.23-0461-A02
(the "Second Amendment to the URD”) (iv) a third amendment
to the URD filed with the AMF on January 17th, 2024 under number
D.23-0461-A03 (the "Third Amendment to the URD”), (v) the
securities note dated January 17th, 2024 (the “Securities
Note”) and (vi) the summary of the Prospectus (included in the
Securities Note) is available on the websites of the AMF
(www.amf-france.org) and the Company (www.orpea-group.com). Copies
of the Prospectus are available free of charge at the Company’s
registered office (12, rue Jean Jaurès, 92813 Puteaux).
Potential investors are advised to read the Prospectus before
making an investment decision in order to fully understand the
potential risks and rewards associated with the decision to invest
in the New Shares. The approval of the Prospectus by the AMF should
not be understood as an endorsement of the offer or admission to
trading of the New Shares on Euronext Paris.
RISK FACTORS
Investors’ attention is drawn to the risk factors relating to
the Company included in chapter 2 « Internal Control and Risk
Factors » of the URD as updated in Chapter 2 of the First Amendment
to the URD, in Chapter 2 of the Second Amendment to the URD, and in
Chapter 2 of the Third Amendment to the URD and the risk factors
relating to the transaction and the New Shares mentioned in Chapter
2 “Risk Factors” of the Securities Note, in particular risk factor
2.1 related to the massive dilution implied by the Capital
Increases and the need for Existing Shareholders to invest
significant amounts if they want to maintain their stakes
unchanged.
About ORPEA
ORPEA is a leading global player, expert in providing care for
all types of frailty. The Group operates in 20 countries and covers
three core businesses: care for the elderly (nursing homes,
assisted living facilities, homecare and services), medical and
rehabilitation care and mental health care (specialized clinics).
It has more than 76,000 employees and welcomes more than 267,000
patients and residents each year.
https://www.orpea-group.com/en
Since December 2023, the ORPEA Group is held at 50.2% by Caisse
des Dépots, CNP Assurance, MAIF and MACSF Epargne Retraite.
ORPEA is listed on Euronext Paris (ISIN: FR0000184798) and is a
member of the SBF 120 and CAC Mid 60 indices
Disclaimer
This press release does not constitute an offer to sell nor a
solicitation of an offer to buy, nor shall there be any sale of
ordinary shares in any State or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
The distribution of this document may, in certain jurisdictions,
be restricted by local legislations. Persons into whose possession
this document comes are required to inform themselves about and to
observe any such potential local restrictions.
This press release is an advertisement and not a prospectus
within the meaning of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (as amended, the
“Prospectus Regulation”). Potential investors are advised to
read the prospectus before making an investment decision in order
to fully understand the potential risks and rewards associated with
the decision to invest in the securities. The approval of the
prospectus by the AMF should not be understood as an endorsement of
the securities offered or admitted to trading on a regulated
market.
With respect to the member states of the European Economic Area
(others than France) and the United Kingdom (each a “Relevant
State”), no action has been undertaken or will be undertaken to
make an offer to the public of the securities referred to herein
requiring a publication of a prospectus in any Relevant State. As a
result, the securities may and will be offered in any Relevant
State only (i) to qualified investors within the meaning of the
Prospectus Regulation, for any investor in a Member State of the
European Economic Area, or Regulation (EU) 2017/1129 as part of
national law under the European Union (Withdrawal) Act 2018 (the
“UK Prospectus Regulation”), for any investor in the United
Kingdom, (ii) to fewer than 150 individuals or legal entities
(other than qualified investors as defined in the Prospectus
Regulation or the UK Prospectus Regulation, as the case may be), or
(iii) in accordance with the exemptions set forth in Article 1 (4)
of the Prospectus Regulation or under any other circumstances which
do not require the publication by the Company of a prospectus
pursuant to Article 3 of the Prospectus Regulation, of the UK
Prospectus Regulation and/or to applicable regulations of that
Relevant State.
The distribution of this press release has not been made, and
has not been approved, by an “authorised person” within the meaning
of Article 21(1) of the Financial Services and Markets Act 2000. As
a consequence, this press release is only being distributed to, and
is only directed at, persons in the United Kingdom that (i) are
“investment professionals” falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended, the “Order”), (ii) are persons falling
within Article 49(2)(a) to (d) (“high net worth companies,
unincorporated associations, etc.”) of the Order, or (iii) are
persons to whom an invitation or inducement to engage in investment
activity (within the meaning of Article 21 of the Financial
Services and Markets Act 2000) in connection with the issue or sale
of any securities may otherwise lawfully be communicated or caused
to be communicated (all such persons together being referred to as
“Relevant Persons”). Any investment or investment activity
to which this document relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons. Any
person who is not a Relevant Person should not act or rely on this
document or any of its contents.
This press release may not be published, distributed or
transmitted in the United States (including its territories and
dependencies). This press release does not constitute or form part
of any offer of securities for sale or any solicitation to purchase
or to subscribe for securities or any solicitation of sale of
securities in the United States. The securities referred to herein
have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the “Securities Act”) or the law of
any State or other jurisdiction of the United States, and may not
be offered or sold in the United States absent registration under
the Securities Act or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. The Company does not intend to register all or any
portion of the securities in the United States under the Securities
Act or to conduct a public offering of the securities in the United
States.
__________________________________ 1 The “Groupement”
referring to Caisse des Dépôts et Consignations (CDC), Mutuelle
Assurance des Instituteurs de France (MAIF), CNP Assurances and
MACSF Epargne Retraite (or companies affiliated with them). 2 The
“SteerCo” referring to five institutions holding a
significant portion of the Company’s unsecured debt set off as part
of the Equitization Capital Increase (as defined below). 3 It is
specified that the CDC holds directly and indirectly 37,300,644,461
shares of the Company representing as many voting rights i.e.
28.72% of the capital and voting rights of the Company (based on
the Groupement's declaration of thresholds crossing dated December
21st, 2023), distributed as follows:
Shares
% capital
Voting rights
% Voting rights
CDC (direct holding) (member of the
Groupement)
29,096,901,032
22.41%
29,096,901,032
22.40%
CNP Assurances (member of the
Groupement)
7,215,498,346
5.56%
7,215,498,346
5.56%
CNP Vita Assicura S.p.A. (outside
Groupement)
491,618,393
0.38%
491,618,393
0.38%
La Banque Postale (outside Groupement)
496,615,690
0.38%
496,615,690
0.38%
Total CDC
37,300,633,461
28.72%
37,300,633,461
28.72%
4 By mail received on December 22nd, 2023, the concert composed
of the companies Concert’O, Nextstone Capital and Mat Immo Beaune
declared having crossed downward, on December 19th, 2023, the
thresholds of 10% of the capital and voting rights of the Company
and holding 7,702,414 196 ORPEA shares representing as many voting
rights, i.e. 5.93% of the capital and voting rights of this
company, specifying that this crossing of thresholds results from
the Groupement Capital Increase. 5 Including unsecured creditors
which unsecured debt have been converted into Shares as part of the
Equitization Capital Increase and who still hold Shares on the date
of this press release. 6 In order to allow the registration in the
securities account as of such date, the execution of purchases in
the market of existing shares must occur on January, 18 2024 at the
latest. 7 Due to processing delays, custodians may bring forward
the cut-off dates and hours for receiving their clients’
instructions in respect of their Rights. In this regard, custodians
must inform their clients through corporate event notices and the
relevant investors are invited to contact their custodians. 8 For
purely illustrative purposes, the number of Groupement Warrants
which would have been granted excluding the effect of the Reverse
Split would amount to 1,170,888,000 Groupement Warrants (i.e.
1,170,888 x 1,000). On this basis, the theoretical exercise price
of the Groupement Warrants would be EUR 0.00001 (i.e. 0.01 /
1,000). 9 For purely illustrative purposes, the number of SteerCo
Warrants which would have been granted excluding account of the
Reverse Split would amount to 1,162,279,000 Groupement Warrants
(i.e. 1,162,279 x 1,000). On this basis, the theoretical exercise
price of the SteerCo Warrants would be EUR 0.00001 (i.e. 0.01 /
1,000).
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version on businesswire.com: https://www.businesswire.com/news/home/20240117552960/en/
Investor Relations ORPEA Benoit Lesieur Investor
Relations Director b.lesieur@orpea.net
Toll-free number for shareholders : 0 805 480 480
Investor Relations NewCap Dusan Oresansky 01 44 71
94 94 ORPEA@newcap.eu
Press Relations ORPEA Isabelle Herrier-Naufle
Investor Relations Director 07 70 29 53 74
i.herrier-naufle@orpea.net
Image7 Charlotte Le Barbier // Laurence Heilbronn 06 78
37 27 60 – 06 89 87 61 37 clebarbier@image7.fr
lheilbronn@image7.fr
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