MAIN TRANSACTION TERMS
- Subscription price: EUR 0.0178 per new share
- Priority right for shareholders of record as at November
15th, 2023: from December 6th to December 12th, 2023
inclusive
- Subscription commitments from members of the Groupement
covering the entire capital increase
Not to be published, distributed or circulated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
Regulatory News:
ORPEA ANNOUNCES THE LAUNCH OF A SHARE CAPITAL INCREASE
WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS RESERVED TO CAISSE DES
DÉPÔTS ET CONSIGNATIONS, MAIF, CNP ASSURANCES AND MACSF EPARGNE
RETRAITE, WITH A PRIORITY RIGHT GRANTED TO EXISTING SHAREHOLDERS,
FOR AN AMOUNT OF APPROXIMATELY EUR 1.2 BILLION
ORPEA S.A (the “Company”) announces today the launch of a
share capital increase without preferential subscription rights
reserved for named persons, namely to Caisse des Dépôts et
Consignations, Mutuelle Assurance des Instituteurs de France
(MAIF), CNP Assurances and MACSF Epargne Retraite (the
“Groupement”), with a priority right granted to the Existing
Shareholders, (as defined below) allowing them to subscribe by
preference to the shares so issued, in an amount (including the
issue premium) of EUR 1,160,080,551.59, by way of issuance of
65,173,064,696 new shares (the “New Shares”) at an issue
price of EUR 0.0178 per New Share (the “Groupement Capital
Increase”).
IMPORTANT:
As previously indicated by the Company, it is reminded that only
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”) will be able to subscribe on
an irreducible basis (à titre irréductible) based on the number of
shares they held as at November 15th, 2023, adding thereto, if
applicable, and provided that their shares were held in pure
registered form (au nominatif pur) from November 15th, 2023 at the
latest and are maintained in such form until the settlement and
delivery date of the Groupement Capital Increase expected to take
place on December 19th, 2023, the shares that they may have
subscribed as part of the Equitization Capital Increase.
In the absence of registration in pure registered form (au
nominatif pur) at the latest from November 15th, 2023, the new
shares subscribed by Existing Shareholders upon exercise of their
preferential subscription rights as part of the Equitization
Capital Increase will not be taken into account for the purposes of
calculating their entitlement under their priority right in the
Groupement Capital Increase.
It is specified that shareholders who have not registered their
shares in pure registered form (au nominatif pur) will nevertheless
be able to subscribe to the Groupement Capital Increase. However,
only the shares evidenced by book-entries (inscrit en compte) of
the Existing Shareholder on November 15th, 2023 will be taken into
account in this case, without taking into account the new shares
subscribed, as the case may be, as part of the Equitization Capital
Increase.
The Groupement Capital Increase follows the Equitization Capital
Increase and is carried out in the context of the accelerated
safeguard plan 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) the
Groupement Capital Increase, as detailed in this press release and
(iii) a capital increase with shareholders' preferential
subscription rights in an amount (including the issue premium) of
EUR 390,019,672.62, by issuing 29,324,787,415 new shares at an
issue price of EUR 0.0133 per new share, to which the members of
the Groupement have committed to subscribe in the amount of
approximately EUR 196 million, the balance, i.e. EUR 194 million,
being backstopped by five institutions holding a significant
portion of the Company's unsecured debt (the “Rights Issue”
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
EUR 3,884,212,344.65 Equitization Capital Increase, in which the
64,629,157,149 new shares issued at an issue price of EUR 0.0601
per new share (of which EUR 0.01 of nominal value and EUR 0.0501)
were subscribed as follows:
- 1,199,337,462 new shares were subscribed in cash on an
irreducible basis (“à titre irréductible”) by shareholders or
purchasers of preferential subscription rights, for an amount of
EUR 72.1 million, which have been allocated to the reimbursement of
the unsecured indebtedness at par, and pro rata;
- 63,429,819,687 new shares were subscribed by the unsecured
creditors pursuant to their backstop commitment, for EUR 3.8
billion, by way of set-off against their claims.
Following the Equitization Capital Increase, and prior to the
completion of the Groupement Capital Increase, the Company's share
capital stands at EUR 646,938,510, comprised of 64,693,851,000
shares with a par value of EUR 0.01 each, of which 98.05% held by
the unsecured creditors who hold 98.04% of its voting rights.
It is specified that among the 1,199,337,462 new shares
subscribed in cash by the shareholders or purchasers of
preferential subscription rights as part of the Equitization
Capital Increase, 4,321,674 new shares (i.e. a subscription amount
of EUR 259,732) were subscribed by shareholders whose shares were
registered in pure registered form on November 15th, 2023.
As a reminder, as described in this press release, and in
accordance with the terms of the Accelerated Safeguard Plan, the
priority right provided for in the context of the Groupement
Capital Increase will only benefit Existing Shareholders, according
to the number of shares they held on November 15th, 2023, adding
thereto, if applicable, and provided that their shares were held in
pure registered form (nominatif pur) at the latest from November
15th, 2023 and are maintained in such form until the settlement and
delivery of the Groupement Capital Increase expected to take place
on December 19th, 2023, the new shares that they may have
subscribed as part of the Equitization Capital Increase.
Consequently, in accordance with the terms of the Accelerated
Safeguard Plan, the total number of shares on the basis of which
the priority right provided for in the context of the Groupement
Capital Increase may be exercised amounts to 69,015,525 New Shares,
i.e. the number of shares comprised in the share capital before the
settlement and delivery of the Equitization Capital Increase
(64,693,851 shares), to which is added the number of shares
subscribed in the Equitization Capital Increase by Existing
Shareholders (i.e. 4,321,674 new shares).
On this basis, assuming that all Existing Shareholders exercise
their priority right in the Groupement Capital Increase, up to
their total entitlement, i.e. 69,015,525 New Shares, the Company's
share capital after completion of the Groupement Capital Increase
would breakdown as follows:
- Groupement: 50.13%
- Unsecured Creditors: 48.84%
- Free float: 1.03%
If no Existing Shareholder exercises his or her priority right
in the context of the Groupement Capital Increase, the Company's
share capital after completion of the Groupement Capital Increase
would breakdown as follows:
- Groupement: 50.18%
- Unsecured Creditors: 48.84%
- Free float: 0.97%
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 related to the Groupement Capital Increase, 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 GROUPEMENT CAPITAL INCREASE
The Groupement Capital Increase will be carried out without
shareholders’ preferential subscription rights reserved for named
persons, and with a priority right granted to Existing Shareholders
(i.e. the shareholders whose shares are evidenced by book-entries
(inscrit en compte) on November 15th, 2023), pursuant to the 3rd
resolution attached to the Accelerated Safeguard Plan, and will
result in the issue of 65,173,064,696 new shares (the “New
Shares”), at a subscription price of EUR 0.0178 per New Share
(i.e. EUR 0.01 nominal value and EUR 0.0078 issue premium), to be
fully paid up upon subscription, representing gross proceeds,
including the issue premium, of EUR 1,160,080,551.59.
In the context of the priority right, the Existing Shareholders
will be able, under the conditions laid down in Article L.22-10-51
of the French Commercial Code, to subscribe on an irreducible basis
(à titre irréductible) on the basis of the number of shares they
held as at the end of the accounting day of November 15th, 2023,
adding thereto, if applicable, and provided that their shares were
held in pure registered form (au nominatif pur) at the latest from
November 15th, 2023 and are kept in this form until the
settlement-delivery of the Groupement Capital Increase scheduled
for December 19th, 2023, the shares that they were able to
subscribe on an irreducible basis (à titre irréductible) as part of
the Equitization Capital Increase.
Characteristics of the priority
right:
- such priority right, which is non-negotiable and
non-transferable, shall be exclusively reserved for the Existing
Shareholders (i.e., the shareholders whose shares are evidenced by
book-entries (inscrits en compte) prior to the Equitization Capital
Increase, on the Existing Shareholders Record Date); thus, a
shareholder whose shares are evidenced by book-entries (inscrit en
compte) at the end of the accounting day of November 15th, 2023 who
would sell his shares after this date would benefit from this
priority right, while the transferee of these shares will not
benefit from it, not being registered in the account on this date.
For the avoidance of doubt, the unsecured creditors whose unsecured
indebtedness would have been converted into shares at the time of
the Equitization Capital Increase shall not benefit from this
priority right in respect of the shares subscribed for in the
context of the Equitization Capital Increase;
- the Existing Shareholders shall benefit from this priority
right on the basis of the number of shares held by them as at
November 15th, 2023 adding to it, if applicable and provided that
the shares have been held in pure registered form (nominatif pur)
at the latest from November 15th, 2023 and are kept in this form
until the settlement-delivery of the Groupement Capital Increase
scheduled for December 19th, 2023, the shares that they were able
to subscribe on an irreducible basis (à titre irréductible) from
November 16th to November 27th, 2023 inclusive as part of the
subscription period of the Equitization Capital Increase by
exercising on an irreducible basis (à titre irréductible) the
preferential subscription rights detached from the shares they held
at the end of the accounting day of November 15th, 2023;
- will be disregarded for the calculation of the priority right
entitlement:
- the shares of the Company that were subscribed for by Existing
Shareholders, as part of the Equitization Capital Increase, beyond
the proportion of the share capital they held prior to the
implementation of the Equitization Capital Increase (for example,
in case of purchase and exercise of preferential subscription
rights),
- the shares of the Company that were subscribed for as part of
the Equitization Capital Increase by Existing Shareholders who
would be unsecured creditors, due to the conversion of their
unsecured indebtedness in the context of the completion of the
Equitization Capital Increase;
- in case of exercise of the priority right, the New Shares will
be subscribed for at the same price as those to be subscribed for
by the members of the Groupement in the context of the Groupement
Capital Increase;
- there will be no subscription on a reducible basis (à titre
réductible) under the priority right. Consequently, shareholders
will not be able to subscribe beyond the number of New Shares to
which they are entitled pursuant to the exercise of the priority
right as described above;
- if, for each Existing Shareholder, the exercise of priority
rights results in a number of New Shares other than a whole number,
then the maximum number of New Shares to which such Existing
Shareholder may subscribe shall be rounded down to the nearest
whole number, but shall not be less than one New Share;
- the amount of the subscriptions of the members of the
Groupement in respect of their subscription undertakings will be
reduced up to an amount equal to the amount of the subscriptions to
the Groupement Capital Increase made, if need be, by the Existing
Shareholders exercising their priority right according to the
methods described above, between the members of the Groupement in
proportion to their subscription undertakings;
- the New Shares not subscribed for within the priority period
by the Existing Shareholders will be subscribed for by the
Groupement.
Thus, each Existing Sharehoder may place a subscription order in
euros for a maximum amount corresponding to (i) EUR
1,160,080,551.59 multiplied by (ii) the number of shares he held as
at November 15th, 2023, increased, where applicable, by the shares
subscribed in cash as part of the Equitization Capital Increase
(excluding any shares subscribed upon exercise of additional
preferential subscription rights acquired by Existing
Shareholders), provided to held his shares in pure registered form
on November 15th, 2023 and kept them, as well as those eventually
subscribed as part of Equitization Capital Increase, in this form,
until the settlement-delivery of the Groupement Capital Increase
scheduled for December 19th, 2023, and divided by (iii)
64,693,851,000 (i.e., number of shares comprising the capital of
the Company).
As an example, a shareholder holding 75 shares at the end of the
accounting day of November 15th, 2023 and having subscribed on an
irreducible basis (à titre irréductible) by way of exercise in full
of his preferential subscription rights as part of the Equitization
Capital Increase (having led to the subscription of 74,925 shares
as part of the Equitization Capital Increase) may (provided that
his shares were held in pure registered form on this date and were
maintained, as well as those eventually subscribed as part of the
Equitization Capital Increase, in such form, at least until the
settlement and delivery date of the Groupement Capital Increase
expected to take place on December 19th, 2023) place a priority
subscription order for a maximum amount of: EUR 1 160,080,551.59 x
(75,000 / 64,693,851,000) = EUR 1,344.88.
Should an Existing Shareholder, having not participated in the
Equitization Capital Increase, wish not to be diluted following the
Groupement Capital Increase, he would have to exercise his priority
subscription right on an irreducible basis (à titre irréductible)
during the priority period and subscribe in the Groupement Capital
Increase up to his entire priority right. The number of shares
retained for the priority right would be equal to 75 shares. The
Existing Shareholder could therefore place a priority subscription
order on an irreducible basis (à titre irréductible) for a total
amount of EUR 1.35, corresponding to 75 New Shares issued as part
of the Groupement Capital Increase.
It is reminded that this Existing Shareholder, having not
subscribed to the Equitization Capital Increase, previously
suffered a dilution of approximately 99.9% of his initial
participation, due to the completion of the Equitization Capital
Increase.
The number of New Shares allocated will be equal to the amount
of each shareholder's priority subscription order under the
priority right divided by the subscription price, this number being
rounded down to the nearest integer. By way of derogation, any
Existing Shareholder who is granted by application of this rule the
right to subscribe for less than one New Share will have the right
to subscribe to one New Share.
The Groupement Capital Increase will be open to the public in
France only.
INDICATIVE TIMETABLE FOR THE GROUPEMENT CAPITAL
INCREASE
The subscription priority rights will be exercisable during a
period of five consecutive trading days, from December 6th, 2023 to
December 12th, 2023 (inclusive) at 5 p.m.
The issuance, settlement and delivery of the New Shares and
commencement of trading on Euronext Paris (“Euronext Paris")
are expected to take place on December 19th, 2023. 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 allocation of the estimated maximum gross proceeds of the
capital increase, which amount to approximately EUR 1,160 million
will be as follows:
(i) up to EUR 500 million, to the full reimbursement of the
amounts drawn under the additional new money financing (totaling
EUR 600 million), namely, (a) a line of revolving credit of EUR 100
million (Credit D2) maturing on December 31st, 2023, which must be
repaid in advance due to the completion of the Groupement Capital
Increase and (b) a revolving credit line of EUR 400 million (D1A
and D1B Credits), which can be voluntarily repaid in advance by the
Company. It is specified that the revolving credit line under
Credits D1A and D1B may, if necessary, notwithstanding its
repayment, be drawn again by the Company until its final maturity
date of June 30th, 2026, providing additional resources potential
for the Company in the amount of EUR 0.4 billion. Consequently, and
as long as this line is likely to be drawn or is actually drawn in
the future, the Company's commitments under the documentation of
the new money additional financing (and in particular compliance
with an N94/95 LTV Ratio not exceeding 55% as of December 31st,
2023 and 50% as of December 31st of each subsequent year), will
continue to apply. Furthermore, the revolving credit line under
Credit D3, in the amount of EUR 100 million and undrawn to date,
can no longer be drawn given the level of proceeds from sales
carried out since March 23rd, 2023 (which is greater than EUR 100
million to date and is deducted from the drawing capacity of D3
Credit);
(ii) up to approximately EUR 183 million, to the payment of
interest suspended under the existing credits agreement;
(iii) the balance will be, together with the future net proceeds
from the issue of future shares as part of Rights Issue (estimated
at approximately EUR 311 million, after deduction of EUR 79 million
in restructuring-related costs), allocated to financing general
corporate purposes, and in particular the financing of its
refoundation plan ORPEA is changing! With you and for you, in view
of restoring the Group’s EBITDAR margin and complete the
rebalancing of its balance sheet by 2026.
GUARANTEE / BACKSTOP COMMITMENT
The issue of the New Shares is neither guaranteed by a bank
syndicate nor underwritten.
Under the terms of the Lock-Up Agreement and those of the
Accelerated Safeguard Plan, the members of the Groupement have
undertaken (severally but not jointly) to subscribe to the
Groupement Capital Increase in the following proportions and
amounts:
- The Caisse des Dépôts et Consignations: 29,099,412,650 New
Shares representing a total subscription amount (including issue
premium) of EUR 517,969,545.17 (i.e. 44.6% of the amount of the
Groupement Capital Increase);
- Mutuelle Assurance des Instituteurs de France (MAIF):
19,239,281,091 New Shares representing a total subscription amount
(including issue premium) of EUR 342,459,203.42 (i.e. 29.5% of the
amount of the Groupement Capital Increase);
- CNP Assurances: 7,214,730,409 New Shares representing a total
subscription amount (including issue premium) of EUR 128,422,201.28
(i.e. 11.1% of the amount of the Groupement Capital Increase);
and
- MACSF Epargne Retraite: 9,619,640,546 New Shares representing a
total subscription amount (including issue premium) of EUR
171,229,601.72 (i.e. 14.8% of the amount of the Groupement Capital
Increase).
The subscription amounts of the members of the Groupement will
be, if applicable, reduced in due proportion of their respective
commitments, up to the Existing Shareholders subscription as part
of their priority right.
These commitments do not constitute a “garantie de bonne fin”
within the meaning of article L.225-145 of the French Code de
commerce
DILUTION
The implementation of the Capital Increases contemplated under
the Accelerated Safeguard Plan, will result in a massive dilution
for the Existing Shareholders.
For illustrative purposes only, an Existing Shareholder holding
1% of the share capital of the Company prior to the completion of
the Capital Increases (i.e. 646,938 shares, based on the number of
shares comprised in the Company’s share capital on November 30th,
i.e. before settlement and delivery of the Equitization Capital
Increase, which took place on December 4th, 2023) would see its
stake decrease (depending on whether or not he participated in the
Equitization Capital Increase), after the completion of the new
money capital increases provided for in the Accelerated Safeguard
Plan, to:
Share of capital (en%)
No exercise of his preferential
subscription rights and his priority right by the shareholder
Exercise of his preferential
subscription rights in the Equitization Capital Increase, no
exercise of its priority right in the Groupement Capital Increase
and no exercise of his preferential subscription rights in the
Rights Issue:
646,291,062 shares subscribed in
total for an aggregate subscription price of EUR 38,842,093
Exercise of his preferential
subscription rights in the Equitization Capital Increase, exercise
of its priority right in the Groupement Capital Increase and no
exercise of his preferential subscription rights in the Rights
Issue:
1,298,021,150 shares subscribed
in total for an aggregate subscription price of EUR 50,442,888
Exercise of his preferential
subscription rights in the Equitization Capital Increase, exercise
of its priority right in the Groupement Capital Increase and
exercise of his preferential subscription rights in the Rights
Issue:
1,591,268,776 shares subscribed
in total for an aggregate subscription price of EUR 54,343,082
Prior to the issue of the
159,127,009,260 shares as part of the Capital Increases
1.000%
1.000%
1.000%
1.000%
After the issue of the
64,629,157,149 shares issued as part of the Equitization Capital
Increase
0.0010%
1.000%
1.000%
1.000%
After the issue of the
64,629,157,149 shares issued as part of the Equitization Capital
Increase and the 65,173,064,696 New Shares issued as part of the
Groupement Capital Increase
0.0005%
0.4982%
1.000%
1.000%
After the issue of the
64,629,157,149 shares issued as part of the Equitization Capital
Increase and the 65,173,064,696 New Shares issued as part of the
Groupement Capital Increase and the 29,324,787,415 shares issued as
part of the Rights Issue
0.0004%
0.4064%
0.8158%
1.000%
GOVERNANCE OF THE COMPANY POST-RESTRUCTURING
The Company and the members of the Groupement have entered on 5
December 2023 into an investment agreement (the “Investment
Agreement”) in order to reflect the rules and principles of
governance which are set out in the Accelerated Safeguard Plan and
to specify them. The members of the Groupement have indicated on
this occasion that they intend to act in concert (within the
meaning of applicable French regulations) towards the Company.
The Investment Agreement includes, mostly, regarding governance,
provisions which are identical to those of the shareholders’
agreement relating to the Company entered into between the members
of the Groupement on 5 December 2023 (the “Shareholders’
Agreement”), constituting an action de concert. The
Shareholders’ Agreement’s purpose is to organize the relationships
between the members of the Groupement as shareholders of the
Company further to the completion of the Groupement Capital
Increase in the context of the financial restructuring of the
Company and to provide for certain principles relating to the
governance of the Company and transfers of shares (or other equity
securities) issued by it.
The main provisions of the Investment Agreement and the
Shareholders’ Agreement are described respectively in paragraph
4.1.4 and paragraph 4.1.5 of the Second Amendment to the URD (as
defined below).
AVAILABILITY OF THE PROSPECTUS
The prospectus (the « Prospectus ») in the French
language approved by the AMF under number 23-503 on December 5th ,
2023 and comprised of (i) ORPEA S.A. 2022 universal registration
document filed with the AMF on June 7, 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
10, 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) the securities note dated December
5th, 2023 (the “Securities Note”) and (iv) 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 on Euronext Paris of the New Shares.
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 and in chapter 2 of the Second 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), post-acute 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/
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20231205696541/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 Tel. :
01 44 71 94 94 ORPEA@newcap.eu Press Relations ORPEA
Isabelle Herrier-Naufle Investor Relations Director Tel. : 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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