Not to be published, distributed or circulated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 Results of Its
Share Capital Increase With Shareholders’ Preferential Subscription
Rights for an Amount of Approximately EUR 3.9 Billion Backstopped
by the Unsecured Creditors of the Company Subscribing by Way of
Set-off Against Their Unsecured Claims
ORPEA S.A. (Paris:ORP) (the « Company »), announces today
the results of its share capital increase with shareholders’
preferential subscription rights for a gross amount, including
issue premium, of EUR 3,884,212,344.65, through the issue of
64,629,157,149 new shares (the “New Shares”) at a
subscription price of EUR 0.0601 per New Share (of which EUR 0.01
of nominal value and EUR 0.0501 of issue premium), backstopped by
the unsecured creditors (the “Equitization Capital
Increase”).
As a reminder, the Equitization Capital Increase 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”) and aims at equitizing (by
conversion and/or redemption) the entire unsecured indebtedness of
the Company, amounting to approximately EUR 3.9 billion. Any amount
in cash raised as a result of the exercise by the holders of
preferential subscription rights will be entirely allocated to the
repayment of the unsecured indebtedness at par and pro rata, the
remainder being entirely subscribed for by the unsecured creditors
by way of set-off against their unsecured claims.
It is also recalled that the current stock price of the ORPEA
share (i.e. 0.2254 euro at close on 29 November 2023) remains
significantly decorrelated from the subscription price of the New
Shares issued in the context of the Equitization Capital Increase
(i.e. 0.0601 euro per share) and the theoretical value of the share
post-Capital Increases to be carried out under the Accelerated
Safeguarding Plan, which is below 0.02 euro per share. It is thus
highly probable that the price of the share post-Capital Increases
will be close to the issue prices of the Capital Increases (0.0178
euro per share, for the subscription of the 65,173,064,696 new
shares to be issued in the context of the Groupement Capital
Increase ; 0.0133 euro per share, for the subscription of the
29,324,787,415 new shares to be issued in the context of the Rights
Issue), thus implying a massive decline in the share price and
significant losses for shareholders who have purchased shares of
the Company at a higher price.
RESULTS OF THE EQUITIZATION CAPITAL INCREASE
Following the subscription period which ended on November 27th,
2023, total demand amounted to 1,199,337,462 New Shares,
representing a subscription rate of 1.86%. The 64,629,157,149 New
Shares issued as part of the Equitization Capital Increase have
been subscribed as follows:
- 1,199,337,462 New Shares have been subscribed in cash on an
irreducible basis (“à titre irreductible”) by the shareholders or
purchasers of preferential subscription rights, i.e. 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 have been 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, the unsecured
creditors will hold 98.05% of the Company’s share capital.
It is further specified that among the 1,199,337,462 New Shares
subscribed in cash by the shareholders or purchasers of
preferential subscription rights, 4,321,674 New Shares have been
subscribed by shareholders being registered in pure nominative form
on November 15th, 2023.
As a reminder, as mentioned in the Prospectus related to the
Equitization Capital Increase, and in accordance with the terms of
the Accelerated Safeguard Plan, the priority right provided for in
the context of the Groupement Capital Increase (as defined below),
which should be launched on December 6th, 2023, will only benefit
shareholders of record as at the end of the accounting day of
November 15th, 2023, (the “Existing Shareholders”), and on
the basis of the number of shares they held on that date, adding
thereto, if applicable, and provided that their shares were held in
pure registered form at the latest from November 15th, 2023 and
have been kept in this form at least until the settlement-delivery
of the Groupement Capital Increase scheduled for December 19th,
2023, the shares that they 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, i.e. the
number of shares comprised in the share capital before the
settlement-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 the Existing
Shareholders whose shares were held in pure registered form at 15
November 2023 (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 the
total number of shares to which this right is attached, i.e.
69,015,525 shares, the breakdown of the Company's capital after
completion of the Groupement Capital Increase would be as
follows:
- Groupement: 50.13% - Unsecured Creditors:
48.84% - Free float: 1.03%
For the avoidance of doubt, it is reminded that unsecured
creditors whose unsecured debts have been converted into shares as
part of the Equitization Capital Increase will not benefit from
this priority right in respect of the shares subscribed in the
Equitization Capital Increase. In addition, this priority right
will not benefit (i) the shares of the Company which have been
subscribed by Existing Shareholders in the Equitization Capital
Increase, beyond their share of the share capital they held on 15
November 2023 (for instance, in the event of purchase and exercise
of preferential subscription rights) and (ii) the New Shares which
were subscribed as part of the Equitization Capital Increase, by
Existing Shareholders who would also have the status of unsecured
creditor, as a result of the conversion of their unsecured debts in
the context of the Equitization Capital Increase.
SETTLEMENT/DELIVERY
Settlement, delivery and start of trading of the New Shares on
the regulated market of Euronext Paris (“Euronext Paris”)
are expected to take place on December 4th, 2023. The New Shares
will immediately entitle their holders to all distributions, will
be immediately fungible with existing ordinary shares of the
Company and will be traded on the same trading line under the same
ISIN code FR0000184798.
As a result of the Equitization Capital Increase, the Company’s
share capital will be comprised of 64,693,851,000 ordinary shares
and will amount to EUR 646,938,510.
REMINDER ON THE ACCELERATED SAFEGUARD PLAN
It is reminded that the Accelerated Safeguard Plan provides for
the implementation of three capital increases, namely (i) the
Equitization Capital Increase as detailed in the press
release dated November 13th, 2023 and this press release, (ii) a
capital increase without preferential subscription rights reserved
to Caisse des Dépôts et Consignations, Mutuelle Assurance
Instituteurs de France (MAIF), CNP Assurances and MACSF Epargne
Retraite (or companies affiliated with them), with a priority right
granted to shareholders of the Company as of record on November
15th, 2023 (the “Existing Shareholders”), 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 at an issue price of EUR
0.0178 per new share (the “Groupement Capital Increase”) and
(iii) a capital increase with shareholders' preferential
subscription right 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).
AVAILABILITY OF THE PROSPECTUS
The prospectus (the « Prospectus ») approved by the AMF
under number 23-465 on November 10th, 2023 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) an amendment to
the URD filed with the AMF on November 10th, 2023 under number
D.23-0461-A01 (the “Amendment to the URD”), (iii) the
securities note dated November 10th, 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).
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 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/
ORPEA is listed on Euronext Paris (ISIN: FR0000184798) and is a
member of the SBF 120, MSCI Small Cap Europe 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.
This announcement may not be published, forwarded or
distributed, directly or indirectly, in the United States, Canada,
Australia or Japan.
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version on businesswire.com: https://www.businesswire.com/news/home/20231129342921/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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