Not to be published, distributed or circulated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 S.A (the « Company »), announces today the results
of its rights issue for a gross amount, including issue premium, of
EUR 390,019,672.62, by way of issuance of 29,324,787,415 new shares
(the “New Shares”) at a subscription price of EUR 0.0133 per
New Share, to which the members of the Groupement1 had committed to
subscribe 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 SteerCo2 (the
“Rights Issue”).
RESULTS OF THE RIGHTS ISSUE
Following the subscription period which ended on February 2nd,
2024, total demand amounted to 21,238,900,371 New Shares (including
14,715,668,849 New Shares subscribed by the Groupement members),
representing a subscription rate of 72.43%. The 29,324,787,415 New
Shares issued as part of the Rights Issue have been subscribed as
follows:
- 20,557,957,819 New Shares, representing 70.10% of the New
Shares, have been subscribed on an irreducible basis (à titre
irréductible) of which 14,715,668,849 New Shares subscribed by the
Groupement members, as set out in 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 (the “Subscription Commitments from
the Groupement”).
- Reducible demand (à titre réductible) accounted for 680,942,552
New Shares.
As a consequence, 8,085,887,044 New Shares, in an amount
(including the issue premium) of EUR 107.5 million, will be
subscribed by the SteerCo members in accordance with their
backstop3 commitments (the “Backstop Commitments from the
SteerCo” and together with the Subscription Commitments from
the Groupement, the “Subscriptions Commitments”).
IMPACT OF THE CAPITAL INCREASE ON THE COMPANY’S
SHAREHOLDING
After completion of the Rights Issue, the Company’s share
capital will amount to EUR 1,591, 917,031.11 and will be comprised
of 159,191,703,111 shares with a par value of EUR 0.01 each, held
as follows:
- Groupement: 50.18% of which:
- Caisse des Dépôts et Consignations (CDC): 22.41%,
- Mutuelle Assurance des Instituteurs de France (MAIF):
14.81%,
- CNP Assurances: 5.56% and
- MACSF Epargne Retraite: 7.41%
- Free float: 49.82%4
SETTLEMENT AND DELIVERY
Settlement, delivery and start of trading of the New Shares on
the regulated market of Euronext in Paris (“Euronext Paris”)
are expected to take place on February 15th, 2024. 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.
Crédit Agricole Corporate and Investment Bank, Natixis and
Société Générale acted as global coordinators and joint bookrunners
(the “Global Coordinators and Joint Bookrunners") and BNP
Paribas as joint bookrunner (the “Joint Bookrunner") in
respect of the Rights Issue.
REVERSE STOCK SPLIT
It is reminded that the Company announced on February 5th, 2024,
that a reverse stock split will be implemented, 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 each (the “Reverse Split”). The launch of
the Reverse Split is scheduled for February 20th, 2024 for a period
of 30 days, i.e. until March 21st, 2024 inclusive, following which,
on the basis of the 159,191,703,111 shares with a nominal value of
EUR 0.01 each comprising the share capital of the Company after
completion of the Rights Issue, the share capital of the Company
will amount to EUR 1,591,917,030, comprised of 159,191,703 shares
with a nominal value of EUR 10 each. The final terms of the Reverse
Split will be detailed in a press release that the Company will
publish on the day of launch of the Reverse Split.
ISSUANCE OF WARRANTS IN RETURN OF THE SUBSCRIPTION
COMMITMENTS
It is reminded that in return for the Subscription Commitments
from the Groupement, the Accelerated Safeguard Plan provides that
the Company will grant members of the Groupement, following the
completion of the Rights Issue, and the Reverse Split, 1,170,888
warrants (the “Groupement Warrants”)5, 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, the resolution having received only 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 Warrants6 (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, i.e. 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
and their affiliates 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 resolutions allowing to
grant Warrants to the members of the Groupement and the SteerCo for
approval to the next shareholders annual General Meeting which will
take place to approve the accounts for the financial year ending
December 31st, 2023.
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, will therefore pay the members of the
Groupement and the members of the SteerCo a total amount of
approximately EUR 39 million.
REMINDER ON THE ACCELERATED SAFEGUARD PLAN
The Rights Issue, as described in this press release, is the
third and last capital increase planned in the Accelerated
Safeguard Plan following (i) a capital increase with shareholders'
preferential subscription rights backstopped by the unsecured
creditors, 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 and (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 were evidenced by
book-entry (inscription en compte) at the end of the accounting day
of November 15th, 2023, 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.
AVAILABILITY OF THE PROSPECTUS
The Rights Issue is the subject of a prospectus (the «
Prospectus ») approved by the AMF under number 24-006 on
January 17th, 2024, 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) 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) and 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 Cedex).
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 or to
have invested significant amounts in order 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
Since December 2023, the ORPEA Group is held at 50.2% by Caisse
des Dépots, CNP Assurance, MAIF and MACSF Épargne 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.
This announcement may not be published, forwarded or
distributed, directly or indirectly, in the United States, Canada,
Australia or Japan.
___________________________________ 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
reminded that 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. 4 Including Unsecured-Creditors
whose Unsecured Debt has been converted into shares as part of the
Equitization capital increase and who still hold shares on the date
of this press release, including the SteerCo. 5 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). 6 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).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240207055342/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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