Regulatory News:
Cardety (Paris:CARD) and Carmila, signed on April 4, 2017 a
merger agreement in order to create a major listed property company
dedicated to promoting and developing local-leading shopping
centres in France, Spain and Italy, benefitting from a strategic
partnership with the Carrefour Group, one of the World's largest
retailers and leading player in Europe.
The merger will be submitted for approval to Carmila and
Cardety’s respective shareholders in General Meetings to be held on
June 12, 2017.
On a pro forma basis as of March 31, 2017, EPRA NAV of the
combined entity was Euro 2,952 million versus Euro 2,818
million as of December 31, 2016, up +134 million euros or
+5.0%:
Q1 and Q3 appraisal campaigns are limited reviews aiming at
identifying significant changes having occurred. Changes of value
this quarter were mainly concentrated on the Spanish assets: to
take into account recent significant transactions in Spain, the
appraisers increased the value of the four main assets in the
Spanish portfolio.
As a consequence, the average potential yield of the combined
portfolio decreased by 0.1 point to 5.8% versus 5.9% as of
December 31, 2016.
Shareholders’ equity, group share was up +128M euros
driven by the following items:
- Pro forma appraisal values of assets
improving by Euro +41 million in Q1 2017;
- The recognition of margins on
extension projects1 launched in early 2017 or late 2016,
notably in Biarritz, Evreux, and Crêches sur Saone in France and
Turino (Nichelino) in Italy for Euro 56 million. No margin
was included on Carmila’s projects in December 31, 2016 proforma
NAV;
- Deferred taxes on Spanish and Italian
assets related to the above items Euro -9 million;
- Q1 2017 pro forma recurring
earnings of Euro 42 million;
- Other items: Euro -2 million.
After deduction of the remaining part of the 2016 dividend to be
paid by both Carmila and Cardety to their respective shareholders
in Q2 2017, Proforma EPRA NAV per share fully diluted as of March
31, 2017 was Euro 27.08 up +5,0% over the
quarter.
1 Investment Property Under Construction or IPUC
Detailed calculation is presented below:
EPRA NAV (excluding transfer taxes) 31.03.2017
31.03.2017 adjustments
31.03.2017 31.12.2016 31.12.2016
adjustments 31.12.2016 (in thousands
of euros) Cardety Carmila
(1) Proforma Cardety
Carmila Proforma
Shareholder's equity - Group share 117 873 2 768
827 -70 847 2 815 853 115 724 2 642
772 -70 846 2 687 650 Elimination of the Fair
Value adjustement of hedging instruments 18 864 18 864 22 113 22
113 Reversion of the deferred income tax on potential capital gains
59 361 59 361 57 889 57 889 Transfer tax optimisation 57 842 57 842
50 289 50 289
EPRA NAV
(excluding transfer taxes) 117 873 2 904
894 -70 847 2 951 920 115
724 2 773 063 -70 846 2
817 941 Average fully diluted number of shares over the
period 4 279 783 312 510 830 3
839 069 309 866 458
EPRA NAV
per average share (in euros) 27,54 9,30
30,14 8,95
Outstanding number of shares at period
end 4 316 678 313 654 694 109
014 868 4 316 678 313 654 696 108 868
229
EPRA NAV per outstanding share at period end (in euros)
27,31 9,26
26,81 8,84
Fully diluted number of shares at period end 4 316 678
314 094 571 109 014 868 4 316 678
314 094 571 109 014 868
EPRA NAV per
share fully diluted at period end (in euros)
27,31 9,25
26,81 8,83
EPRA NAV per share fully
diluted after distribution of 2016 dividend (in euros)
25,43 9,05 27,08
24,93 8,63 25,85
(1) Mainly remaining 2016 Dividend to be paid
This pro forma financial information is indicative and
preliminary. The work of the statutory auditors is under way.
Carmila and Cardety brings to the attention that these figures
supplement the prospects and forecasts for the period 2017-2020
contained in the information document (Document E) in paragraph 12
of its annex, prepared in the framework of the proposed merger
between the two companies and registered by the AMF on May 5, 2017
under the visa E. 17-040.
***
About Carmila
Carmila was founded on April 16, 2014 by Carrefour and large
institutional investors with the objective to regenerate and
extract value on shopping centers anchored by Carrefour stores in
France, Spain and Italy. Its portfolio consisted, as at December
31, 2016, of 194 shopping centres in France, Spain and Italy,
mostly leaders in their catchment areas, and valued at Euro 5.2
billion. Inspired by a genuine retail culture, Carmila's teams
include all of the expertise dedicated to commercial
attractiveness: marketing, specialty leasing, shopping centre
management and portfolio management.
Carmila's 2016 audited consolidated financial statements were
published on April 5, 2017 and are available on the website at
www.carmila.com, in the Finance section.
About Cardety
Cardety (formerly named Carrefour Property Development) is a
listed property company benefiting from the tax regime for real
estate investment companies (“régime SIIC”) and principally engaged
in the development, acquisition and management of retail parks and
shopping centre units. Cardety’s stock is listed in Compartment C
of the Paris Euronext under ISIN Code FR0010828137 and Mnemonic
Code CARD
The press release announcing Cardety's 2016 audited results
under IFRS and 2016 Annual Report are available on the website
www.cardety.com, in the Regulated Information section.
Important information
This press release does not constitute and shall not be
construed as an offer or the solicitation of an offer to purchase,
sell or exchange any securities of Cardety and Carmila. In
addition, it does not constitute an offer or the solicitation of an
offer to purchase, sell or exchange securities in any jurisdiction
in which it would be unlawful or subject to registration or
qualification under the laws of such jurisdiction.
This announcement is not an offer or sale of securities in the
United States. Securities may not be offered or sold in the United
States absent registration or an exemption from registration under
the U.S. Securities Act of 1933, as amended. Cardety does not
intend to register any of the securities mentioned in this
announcement in the United States or to conduct a public offering
of securities in the United States.
In connection with the proposed merger, the required information
documents will be filed with the Autorité des Marchés Financiers
(“AMF”).
Forward-looking statements
This press release contains forward-looking information and
statements regarding the contemplated merger between Cardety and
Carmila with respect to its objectives, results, effects and
timing, as well as other information and statements which reflect
Cardety and Carmila’s best estimates based on currently available
information. Forward-looking information and statements are
sometimes identified by the use of words such as “believes”,
“expects”, “estimates”, “may”, “will”, “could”, “should”, “shall”,
“intends”, “aims”, “plans”, “predicts” or “anticipates” or the
negative, conditional or future thereof, other variations thereon
or comparable language. Investors and shareholders are cautioned
that forward-looking information and statements are subject to
numerous risks and uncertainties, many of which are difficult to
predict and generally beyond the control of Cardety and/or Carmila,
that could cause actual results and developments to differ
materially and adversely from those expressed in, or implied or
projected by, the forward-looking information and statements. These
risks and uncertainties include those discussed or identified in
filings with the Autorité des Marchés Financiers made or to be made
by Cardety and/or Carmila. Cardety and Carmila undertake no
obligation to publicly update these forward-looking statements,
whether as a result of new information, future events, or
otherwise.
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version on businesswire.com: http://www.businesswire.com/news/home/20170606006787/en/
Carmila Investors and analysts contact:CarmilaMarie-Flore
Bachelier, +33 6 20 91 67
79marie_flore_bachelier@carmila.comorCarmila Press
contacts:ShanCandice Baudet Depierre, +33 6 26 60 85
01candice.baudetdepierre@shan.frorAlexandre Daudin, +33 6 34 92 46
15alexandre.daudin@shan.frorCardety Presse/Investors Contact
:KOMODOAgnes Villeret, +33 6 83 28 04
15agnes.villeret@agence-komodo.com
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