Regulatory News:
Clariane (CLARIA.PA - ISIN FR0010386334), announces that, in the
context of its global refinancing plan announced on 14 November
2023 (the "Refinancing Plan"), the Autorité des marchés
financiers (AMF) has today granted Predica, a subsidiary of the
Crédit Agricole Assurances Group and Clariane's largest reference
shareholder, an exemption from the mandatory filing of a tender
offer pursuant to Articles 234-8, 234-9 2° and 234-10 of the AMF's
General Regulations (see AMF decision n° 224C0227 of 8 February
2024), in the event that Predica's subscription to the capital
increase would cause it to exceed the threshold for a mandatory
public offer.
The granting of this waiver is an important step towards the
implementation of the proposed capital increase contemplated for in
the Refinancing Plan.
It should be noted that:
- The Company's Board of Directors has approved a proposed
capital increase for a gross subscription amount of approximately
€300 million, carried out in cash with shareholders' preferential
subscription rights maintained (the "Capital
Increase");
- Crédit Agricole Assurances, which holds 24.7% of the share
capital and voting rights via Predica, has undertaken to subscribe,
subject to the fulfilment of the Pre-Conditions (as outlined below)
and the market standard conditions for this type of transaction,
(i) on an irreducible basis for the amount of its proportionate
share in the share capital by exercising all the preferential
subscription rights it will receive and (ii) on a reducible basis
for a total combined cash subscription amount equal to the
difference between 200 million euros and the total amount of its
subscription on an irreducible basis;
- The Company has also received expressions of interest from
banks to underwrite, subject to conditions precedent, the balance
of the Capital Increase, i.e. up to a maximum of €100 million.
The Capital Increase will be launched subject to the adoption by
the Extraordinary General Meeting of shareholders of the
resolutions enabling it to be carried out and remains subject to
the exercise of the following conditions precedent (the
“Pre-Conditions”):
- Obtaining authorisation from the relevant competition
authorities for the possible takeover of Clariane by Crédit
Agricole Assurances, in the event that Crédit Agricole Assurances'
subscription to the Capital Increase leads to such a takeover;
- Obtaining an amendment to the terms and conditions of the
OCEANE bonds maturing in 2027 (0.875% - FR0013489739) in order to
exclude from the early redemption provisions the case of a takeover
of Clariane by Crédit Agricole Assurances by way of the Capital
Increase;
- Submission by the independent expert appointed by the Company's
Board of Directors of a fairness opinion confirming the fairness of
the terms and conditions of the Capital Increase and the related
agreements, including underwriting commitments;
- Approval of the prospectus for the Capital Increase by the
AMF.
It should be noted that the Capital Increase will provide for
the shareholders' preferential subscription rights to be
maintained. Shareholders will therefore be able to subscribe to
this Capital Increase in order to maintain their shareholding by
benefiting from the discount. Otherwise, shareholders who do not
wish to exercise their pre-emptive rights will be subject to
significant dilution, which may be offset in whole or in part by
the sale of their pre-emptive rights.
Crédit Agricole Assurances, which holds, via Predica, 24.7% of
the Company's capital and voting rights, has undertaken to limit
its voting rights at the General Shareholder Meeting called to vote
on the resolutions relating to the Capital Increase to one third of
the voting rights of the shareholders present or represented. It
should be noted that a two-thirds majority of the votes cast by the
shareholders present or represented is required for approval of the
resolution relating to the Capital Increase.
It should be noted that the General Meeting called to vote on
the resolutions relating to the Capital Increase will also be asked
to authorise, in accordance with Article L. 225-38 of the French
Commercial Code, the agreement entered into between the Company and
Predica on 13 November 2023, providing for Crédit Agricole
Assurances' support for the Refinancing Plan, by a majority of the
shareholders present or represented at the meeting, with Predica
not taking part in the vote.
It is also specified that in the event that Crédit Agricole
Assurances' subscription to the Capital Increase leads to it taking
control of Clariane, Crédit Agricole Assurances has undertaken
to:
- ensure that the Company's Board of Directors and its committees
are composed in accordance with the AFEP-MEDEF Code, with one half
of the directors being independent in the absence of a controlling
interest and one third in the event of a takeover, and to limit its
representation to its percentage holding in the share capital;
- maintain the Company's listing, and not increase Crédit
Agricole Assurances’ level of shareholding, for a minimum period of
12 months, to enable the Company's shareholders who may or may not
have participated in the Capital Increase to benefit from the
favorable share price momentum that the Company hopes to regain
following the strengthening of its shareholders' equity and
throughout the implementation of the asset disposal program, which
will generate gross proceeds of approximately 1 billion euros;
and
- continue supporting the Company in ensuring its own
development, in line with the voting policy of a major insurance
group.
The Company has asked FINEXSI, an independent expert appointed
by the Board of Directors at its meeting of 13 November 2023 in
accordance with Article 261-3 of the AMF's General Regulations and
best practice, to draw up an opinion as to whether it would be in
the Company's interest to implement the Refinancing Plan. The
conclusions of this opinion dated 23 January 2024, are reproduced
in the appendix to this press release.
In December 2023, the Company completed the first two phases of
the Refinancing Plan:
- The completion of the "Gingko" real-estate partnership for €140
million (press release dated 15 December 2023), followed by the
completion of the "Juniper" real-estate partnership for €90 million
(press release dated 28 December 2023);
- The arrangement and drawdown of a €200 million term loan with
Caisse Régionale de Crédit Agricole Mutuel de Paris et d'Ile de
France (CADIF), LCL and Crédit Agricole Corporate and Investment
Bank (CACIB) (press release dated 28 December 2023). [This term
bridge loan was used to repay 190 million euros in real-estate
loans maturing in the first quarter of 2024]. It should be noted in
this regard that in addition to the usual cases, the bridging loan
must be repaid in advance in the event of abandonment of the
Capital Increase project, unless the Company plans to raise
financing in equity or quasi-equity. -equity or similar funds of a
minimum amount of 300 million euros.
The Company intends to hold the General Meeting called to vote
on the resolutions relating to the Capital Increase by end of March
2024.
The Company wishes to point out that the Capital Increase is an
essential condition of its Refinancing Plan, and that in the event
of its non-completion, the Company could face a liquidity risk and
be forced to seek for an appropriate protection regime to
renegotiate its debt with its creditors.
Warning
This press release does not constitute, and shall not be deemed
to constitute, an offer to the public or an offer to purchase or
the solicitation of public interest in a transaction by way of
public offer, 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. A
prospectus relating to the capital increase will be submitted by
Clariane S.E. to the Autorité des marchés financiers for approval
before the effective launch of the capital increase. 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.
About Clariane
Clariane is the leading European community for care in times of
vulnerability. It has operations in seven countries: Belgium,
France, Germany, Italy, the Netherlands, Spain and the United
Kingdom.
Relying on their diverse expertise, each year the Group’s 67,000
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.), healthcare
facilities and services (Inicea, Ita, Grupo 5, Lebenswert, etc.),
and alternative living solutions (Petits-fils, Les essentiels, Ages
et Vie, etc.).I
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 Section A since
November 2006 and is included in the following indices: SBF 120,
CAC Health Care, CAC Mid 60, CAC Mid & Small and MSCI Global
Small Cap
Euronext ticker: CLARI - ISIN: FR0010386334
APPENDIX - Conclusions of the Finexsi
report*1
Addendum to our report dated December 22,
2023 on the interest for CLARIANE S.E. to implement the plan to
strengthen its financial structure announced to the market on
November 14, 2023
Opening Remarks
As independent expert, we have drawn up a report dated December
22, 2023 on the interest for Clariane SE (hereinafter "the Company"
or "Clariane") to implement the plan to strengthen its financial
structure announced to the market on November 14, 2023.
This addendum supplements and replaces the conclusion set out in
the report dated December 22, 2023.
The other elements of this report remain unchanged.
Conclusions
Since 2020, the business sector in which the Company operates
has been heavily impacted by (i) the effects of the Covid-19
crisis, (ii) the crisis of mistrust caused by the Orpea scandal,
and more recently (iii) the inflationary environment and rising
interest rates.
This context has notably materialized, since July 2023, by a
tightening of the financial conditions of the Company's Term Loan
following its extension until May 2026, resulting in new
constraints (i) on the financial leverage ratio (from 4.50x in
December 2023 to 3.75x in December 2025) as well as (ii) the
obligation to respect a minimum liquidity level of €300m in order
to draw down and renew the RCF financing facility (which was drawn
down on November 3, 2023 for an amount of €500m).
In its press release dated October 24, 2023, the Group indicated
that it was facing a sudden and lasting tightening of credit
conditions, affecting its financing plan consisting in particular
of redeploying its debt. These factors have led the Group to make
"improving cash flow generation and controlling debt levels a
priority [...]". In the same press release, the Group also
announced that its financial leverage ratio would be revised
upwards to around 3.8x at the end of 2023 "depending on the
timetable for the completion of real estate partnership deals in
progress". In reaction to this announcement, Clariane's share price
fell sharply, causing concern among some of its financial partners
and in particular compromising the planned completion before the
end of 2023 of the two real estate partnerships currently under
negotiation.
In this context, the Company's statutory auditors sent a letter
to Clariane on November 9, 2023, in accordance with the procedure
set out in article L.234-1 of the French Commercial Code,
requesting explanations of the Group's situation and the measures
envisaged to ensure its continued operation (phase 1 of the
“procédure d’alerte”). Following the announcement to the market on
November 14, 2023 of a plan to strengthen the Group's financial
structure, and after analysis of the elements presented in response
by the Chairman of the Board of Directors of the company, the
statutory auditors informed the Chairman of the Board of Directors
that they were suspending the “procédure d’alerte”.
The plan to strengthen the Group's financial structure has four
components: (1) the conclusion of two real estate partnerships for
€140m and €90m respectively; (2) the securing of a €200m real
estate bridging loan; (3) an asset disposal program worth around
€1bn over 2024 and 2025, and (4) a proposed €300m capital
increase.
As part of the assignment entrusted to us by Clariane to assess
whether it would be in the Company's interest to implement the
entire plan to strengthen its financial structure, our work focused
in particular on becoming aware of the 2024 - 2028 business plan
and perform a critical review of its main assumptions as well as
the 2024 cash flow forecasts established by the Company and
validated by the Board of Directors on December 14, 2023.
It emerges from our work :
- In the absence of implementation of the various components of
the announced plan, and despite expected growth in business, the
Company would have found itself in a situation of proven financial
difficulty, with a potential breach of banking covenants linked to
non-compliance with the financial leverage ratio as early as
December 2023 (resulting in the immediate fall due of the €500m
Term Loan, which the Company would not be able to repay), and would
not have the minimum liquidity of €300m required to for the renewal
of the RCF from April 2024, implying a mandatory early repayment of
the €500m RCF which it would be unable to meet.
- The first two parts of the plan (real estate partnerships and
drawing of the real estate bridging loan to refinance real estate
loans maturing in early 2024) implemented by the Company in
December 2023, enabled it to secure compliance with the financial
leverage ratio on December 31, 2023. However, this situation does
not appear to be sustainable if the proposed capital increase is
abandoned, as this would lead to early repayment of the real estate
bridging loan in April 2024 and failure to meet the minimum
liquidity requirement at that date, implying the mandatory early
repayment of the €500m RCF which the Company would be unable to
meet.
- If the asset disposals planned for 2024 were to be completed,
the Company would still be unable to meet the minimum liquidity
requirement of €300m in April 2024, with the same consequences for
the mandatory early redemption of the €500m RCF. This situation
would also result in insufficient room for maneuver to ensure
compliance with the financial leverage ratio as of June 30, 2024
and December 31, 2024.
- In this context, the €300m capital increase envisaged in June
2024 must, in addition to the other components of the plan, make it
possible to comply with the minimum liquidity level at the end of
April 2024 (confirmation of the proposed capital increase allowing
the real estate bridging loan to be maintained, which is necessary
for the Company to have a level of cash higher than the minimum
liquidity requirement at that date), secure compliance with the
leverage ratio as of June 30, 2024 and December 31, 2024, and put
an end to the minimum liquidity requirement of €300m in July 2024
(due to the repayment of the RCF at that date).
We also note that if the proposed capital increase were to be
abandoned, and in the absence of an alternative solution, this
would give rise to significant uncertainty as to the Company's
ability to continue as a going concern. The statutory auditors
would then have to assess the consequences of this uncertainty,
which would probably, according to us, lead them to reactivate the
“procédure d’alerte” suspended on November 14, 2023. It should be
noted that this situation, if it materialized today, would be
likely to call into question certain existing financing
arrangements.
In these circumstances, the completion of the €300m open capital
increase planned for June 2024 appears to be an essential part of
the plan to strengthen the Group's financial structure.
The size of the asset disposal program (€1bn over 2024 and 2025)
appears significant and is also aimed at achieving a Group
financial leverage ratio significantly below 3x by 2025, after
completion of the capital increase and the entire asset disposal
program.
With regards to the shareholder of Clariane, it should be noted
that the €300m capital increase will be carried out with
preferential subscription rights, enabling shareholders who wish to
do so to exercise their preferential subscription rights under the
same conditions as Predica, in order to maintain their percentage
stake. However, following the completion of the capital increase,
Predica, as part of its €200m guarantee commitment, could be led to
increase its stake in the Company and take control of it, depending
on the subscription rate of the other shareholders. In this
respect, it is specified that we will issue a fairness opinion on
the financial terms of the capital increase when they are
known.
Consequently, we are of the opinion that the implementation of
the plan to strengthen the financial structure announced to the
market on November 14, 2023 is in the interest of Clariane, and
appears essential to resolve its financial difficulties and ensure
the sustainability of the Company.
1 Free translation of the Addendum dated January 23, 2024 – In
case of discrepancies, only the French version shall prevail.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240208915586/en/
Investor relations
Stéphane Bisseuil Head of Investor Relations +33 6 58 60 68 69
stephane.bisseuil@clariane.com
Press Contacts
Matthieu Desplats Press relations Director +33 6 58 09 01 61
Matthieu.desplats@clariane.com
Julie Mary Press relations Manager +33 6 59 72 50 69
julie.mary@clariane.com
Florian Bachelet Press relations Manager +33 6 79 86 78 23
florian.bachelet@clariane.com
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