PRESS RELEASE FILING OF A SIMPLIFIED TENDER OFFER TARGETING THE SHARES OF

Transcription

1 PRESS RELEASE FILING OF A SIMPLIFIED TENDER OFFER TARGETING THE SHARES OF initiated by NW CGR 4 S.à r.l. and NW CGR 5 S.à r.l., acting in concert with Northwood Concert s other entities presented by Advised by OFFER PRICE: euros per CeGeREAL S.A. share OFFER PERIOD: 10 trading days This press release, prepared by NW CGR 4 S.à r.l. and NW CGR 5 S.à r.l., relating to this simplified tender offer, for which a draft tender offer prospectus was filed on 17 December 2015 with the French Autorité des marchés financiers (the AMF ), is published pursuant to article of the AMF General Regulations. The simplified tender offer and the draft tender offer prospectus remain subject to review by the AMF. 1. PRESENTATION OF THE OFFER Pursuant to Title III of Book II, and more specifically articles and of the AMF General Regulation, NW CGR 4 S.à r.l., limited liability company of Luxembourg law with a share capital of 12,500 euros and having its registered offices at 22 rue Goethe, L-1637 Luxembourg and registered within the trade and companies register of Luxembourg under the number B and NW CGR 5 S.à r.l., limited liability company of Luxembourg Law with a share capital of 12,500 euros, and having its registered offices at 22 rue Goethe, L-1637 Luxembourg, and registered with the trade and companies register of Luxembourg under the number B (together being the Offerors ), acting in concert with the others entities of

2 the Northwood Concert (as defined in the draft information memorandum), have irrevocably committed to the AMF to offer the shareholders of CéGéREAL S.A., French société anonyme with a share capital of 160,470,000 euros, and having its registered offices at 42 rue Bassano, Paris, France, registered under the number of the Paris RCS ( CGR or the Company ) and of which the shares are admitted for trading on Euronext Paris Eurolist Compartment B (ISIN FR , mnemonic code: CGR) to acquire the entirety of their CGR shares, at the unit price of euros under the following conditions (the Offer ). The Offer targets the entirety of the shares which aren t held by the Offerors, acting alone or in concert, or by the Company. Pursuant to article of the AMF General Regulations, the Offer will be in the form of a simplified public offer. 2. RATIONALE FOR THE TRANSACTION The Offer follows the acquisition, on 5 November 2015, by the Northwood Concert (as defined in the draft information memorandum), of 7,993,489 CGR shares from Commerz Real Investmentgesellschaft mbh, acting on behalf of HausInvest, through an off-exchange block divestiture (the Block Acquisition ), representing 59.78% of the share capital and as many voting rights in the Company. The filing of the draft Offer, results from the crossing by the Northwood Concert of the mandatory public offer triggering threshold. Northwood Investors is a real-estate investment fund, established in 2006 by John Z. Kukral, which manages approximately US$6 billion in funded and unfunded commitments with a leveraged portfolio value amounting to approximately US$8 billion. Northwood Investors pursues a long-term strategy of value generation, focusing on key global cities including New York, Los Angeles, London and Paris and pursuing sizeable and/or complex transactions which allows Northwood Investors to deploy its sophisticated platform with a view to achieving the goal of creating and harvesting value. Intentions of the Offerors for the coming twelve months Industrial and commercial policies Northwood Investors intends to guide the Company s strategy by (i) maximising the value of the existing portfolio while expanding the Company s asset base through acquisitions (including, if any, the acquisition, at arm s-length terms, of assets directly or indirectly, alone or in concert, owned by Northwood Investors), financed through share capital issuances and/or debt; and (ii) focusing on high-quality assets within the Grand Paris offering attractive risk adjusted returns. 2

3 Asset Management policy On 16 December 2015, one of the Northwood Concert related entities (the Advisor ) and Prothin, sole subsidiary of the Company, holding the entirety of the existing real-estate portfolio (Prothin and the Company together defined as the Group ), entered into an advisory services agreement which will be brought into force on 1 January 2016 for an initial 6 year term, under which the Advisor will have responsibilities for advising and assisting Prothin to identify investment opportunities, conduct due diligence, structure transactions and negotiate purchase and sale contracts in accordance with the direction of and under the supervision of Prothin and agents appointed by Prothin. The following fees will be due to the Advisor: - a base advisor fee of 0.75% of the EPRA NNNAV of the Group, which will be payable in quarterly instalments in advance. - an Incentive Fee which has been designed to incentivize and reward the Advisor for generating returns to shareholders (the Shareholder Returns ). The Shareholder Returns will be assessed on the basis of growth in the group s ERPA NNNAV over a three year period adjusted upwards for distributions and downwards for capital increases in that period. The incentive fee will be equal to a maximum of 10% of the Shareholder Returns with a catchup mechanism provided the Shareholder Returns is over 6% annually. The catchup mechanism will allocate the Shareholder Returns equally between the Advisor and Prothin until the Advisor s Incentive Fee represents 10% of the Shareholder Returns carried out. Above this threshold, the total Incentive Fee will be set at 10% of the total Shareholder Returns. Financial policy The Northwood Concert intends to consider the different financing opportunities to optimize the Company's financial structure. Such a potential refinancing, following an increase in the leverage (possibly increasing the loan to value (LTV) ratio of 55%) would allow to raise funds carrying the objective to purchase new assets. In the event, the Company does not find investment opportunities matching the sought risk adjusted returns, a distribution to the shareholders could be foreseen in the form of a share buyback of a capital decrease. Holding of a shareholders meeting following the Offer A shareholder meeting may be convened following the Offer in order to vote on resolutions, in particular (i) the change of the name of the Company (ii) the approval of the co-optations of directors representing Northwood Investors appointed following the Bloc Acquisition (John Kukral, Khaled Kudsi, Jérôme Anselme, Sophie Kramer and Erin Cannata), (iii) the appointment of new directors, (iv) the compensation of Raphaël Tréguier, Chief Executive Officer of the Company, (v) the issuance of warrants giving right to one share against 3

4 payment of an exercise price equal to an average of the Company s share price weighted by the volume on a twenty Paris trading day period prior to the relevant exercise date. These warrants shall be issued for the sole benefit of the Advisor and their subscription price shall be equal to one (1) cent, and (vi) the capital transactions related to the new financial policy of the Company. SIIC Regime In the event that following the offer, 60% or more of the share capital and/or of the voting rights is held by the Northwood Concert, it intends to keep the controlling stake in the company but sell the part of its stake that exceeds the relevant threshold to third parties, including some of its limited partners, with which it will be not acting in concert, before 30 April 2017 in order to allow the company to maintain its status as a SIIC and to preserve its SIIC regime. At the date of the filing of the Offer, no reclassification agreement has been entered into. Intentions regarding employment The Offer is part of a strategy which aims at pursuing the activities and developing the activities of the Company and will have no negative impact on the employment policy, and the employees of the Company will continue to benefit from the same status as before. Dividend distribution policy The dividend distribution policy will be decided upon by the corporate bodies of the Company according to its financing needs and with due regard to its legal and statutory obligation including its SIIC status. Mandatory squeeze-out and removal from listing The Northwood Concert does not intend to request from the AMF, either now or in the next twelve months, the implementation of a mandatory squeeze-out process in relation to the shares that have not been tendered under the conditions of article of the AMF General Regulation. Moreover, the Northwood Concert, intends to maintain the Company s SIIC status, and will not request the delisting of the Company's shares from the NYSE Euronext Paris. Composition of the Board of Directors Since 5 November 2015, the Company s Board of Directors is composed of (i) Richard Wrigley, Chairman of the Board of Directors, and independent director, (ii) EUROPROPERTY, independent director, represented by Alec Emmott, (iii) Jean-Pierre Bonnefond, independent director, (iv) GMF VIE, represented by Oliver Le Borgne, (v) John 4

5 Kukral, director, (vi) Khaled Kudsi, director, (vii) Jérôme Anselme, director, (viii) Sophie Kramer, director and (ix) Erin Cannata, director. In the event of resignation of directors (other than directors representing Northwood Investors), the appointment of new directors would also be submitted to the approval of the Company s shareholders met in an extraordinary general meeting following the Offer (see above). Following this general meeting, and pursuant to legal provisions, the Board will elect its Chairman. Merger The Northwood Concert does not intend to propose a merger to the Company during the course of the next twelve months. Benefit of the operation for the Offerors and its shareholders This acquisition fits into Northwood Investors strategy in Europe to complete its French asset portfolio. The investment in the Company will give Northwood Investors a key presence in the market, an asset portfolio of great quality which will be difficult to duplicate and a renowned management team. This operation constitutes a unique opportunity to participate in the development of a leading office real-estate company. Agreements that could have a significant impact on the assessment of the Offer or its outcome At the date of filing the Offer, no sale agreement has been entered into by Northwood Investors to sell the tendered shares in excess of the 60% threshold. 3. CHARACTERISTICS OF THE OFFER Terms of the Offer Pursuant to article of the AMF's General Regulations, JPMorgan Chase Bank N.A., acting through its Parisian subsidiary ( J.P. Morgan ), acting on behalf of the Offerors, filed a draft information memorandum with the AMF on [17] December The AMF will publish a filing notice in relation to the Offer on its website ( Pursuant to article of the AMF General Regulation, the Offer will be in the form of a simplified tender offer. The Offerors irrevocably undertake to acquire from CGR's shareholders, the shares of the Company (as defined hereinafter) which will be tendered to the Offer, at a price of per share, during a ten trading day period. J.P. Morgan, as presenting bank for the Offer, 5

6 guarantees the content and the irrevocable nature of the commitments made by the Offerors in the Offer. Prior to the opening of the Offer, the AMF will publish a notice announcing the opening date and timetable for the Offer and Euronext Paris will publish a notice announcing the terms and timetable of the Offer, and arrangements for its completion. Number and nature of the securities targeted by the Offer The Offer covers all of the securities giving access to the Company's share capital and voting rights, namely the 13,372,500 shares issued as of the filing of this Offer, excluding the 7,993,489 shares acquired by the Buyers on 5 November 2015 as part of the Block Acquisition provided the Company has undertaken not to tender its treasury shares (13,538 shares on December 16, 2015). Therefore, the Offer covers a total maximum of 5,365,473 shares of the Company. To Northwood Concert's knowledge, there are no equity securities or other financial instruments providing a right, either immediately or in the future, to the Company's share capital or voting rights. Indicative timetable of the Offer 17 December 2015 Filing of draft information memorandum with the AMF 17 December 2015 Filing of Company's draft information memorandum in response 7 January 2016 Statement of conformity issued by the AMF 8 January 2016 Offerors' information memorandum and Company's information memorandum in response to be made available to the public 11 January 2016 Other information relating to the Offerors and the Company to be made available to the public 12 January 2016 Opening of the Offer 25 January 2016 Closing of the Offer 29 January 2016 Announcement of the results of the Offer Independent expert report The Board of Directors of the Company has appointed, on 24 November 2015, Ledouble SAS, (represented by Messrs. Olivier Cretté and Sebastien Sanch), as independent expert in charge of (x) studying the fairness of the Offer and (y) preparing a report regarding the financial terms of the Offer, pursuant to article I and II of the AMF General Regulations. 6

7 This opinion will be fully reproduced in the Company s tender offer response prospectus 4. FINANCING OF THE OFFER The cost to be incurred by the Offerors for the acquisition of the CGR shares not held by the Northwood Concert as at 17 December 2015 (on the basis of the Company's share capital as at the date of filing the draft information memorandum was filed, assuming that all the CGR shares targeted by the Offer are tendered thereto, except the treasury shares, and at the proposed Offer Price) amounts to a total of 191,279, euros. Payments due by the Offerors in connection with the Offer will be made out of Northwood Investors existing credit lines with financial institutions and, if necessary, replaced by equity investments. 5. FACTORS USED TO ASSESS THE OFFER PRICE Reference Share price ( ) Premium implied by the Offer Price Last price at 25/09/ % At 25 September month VWAP % 3-month VWAP % 6-month VWAP % 12-month VWAP % 12-month high % 12-month low % The Offer is made exclusively in France. This press release does not constitute an offer to the public. This press release is not intended to be distributed in countries other than France. The distribution of this press release, the Offer and the acceptance thereof may be subject to specific regulations in certain countries. Consequently, the persons having received this press release are required to seek information on, and to comply with, any applicable local restrictions. Copies of the draft tender offer prospectus are available on the web sites of the Autorité des marchés financiers ( and of Northwood Investors ( and may be obtained free of charge upon request to JPMorgan Chase Bank, N.A., 14 place Vendôme Paris (France). 7