Not to be published, distributed or circulated directly or indirectly in the United States, Australia or Japan.
This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129.
Regulatory News:
Korian (Paris:KORI):
Results of the share capital increase
The final gross proceeds of the share capital increase with shareholders' preferential subscription rights announced on October 8th, 2020, including the issue premium, amount to €400,250,657.60, corresponding to the issuance of 22,113,296 new shares with a par value of €5 at a unit subscription price of €18.10.
Following the subscription period, which ended on October 26th, 2020, total demand amounted to more than 30 million shares. The transaction has been oversubscribed with a subscription rate of approximately 136%:
21,447,868 new shares were subscribed on an irreducible basis (à titre irréductible), representing approximately 97% of the new shares to be issued;
orders submitted on a reducible basis (à titre réductible) represented 8,752,796 new shares and will therefore only be partially allocated for a number of 665,428 new shares.
Sophie Boissard, Chief Executive Officer of Korian Group, declared: "We thank our shareholders, and the investors who joined us, for their contribution to this successful capital increase. This success shows their confidence in our project to develop services offered to elderly and fragile people.
Indeed, in this unprecedented health crisis environment, this operation will allow Korian to continue its investments in order to offer integrated and innovative care pathways closer to the expectations of its residents, patients and their families.
With the acquisition of Inicea, Korian becomes a leading player in mental health on a French scale and tomorrow on a European scale. Our care pathway benefits from new expertise complementing the expertise developed in our nursing homes, assisted living facilities and home care networks.
Korian achieves a major milestone in its development, fully in line with its Corporate Social Responsibility (CSR) commitments and fitting perfectly with our "In Caring Hands" corporate project."
Majority shareholders and management subscription
Pursuant to their commitments, Predica and Holding Malakoff Humanis exercised all of their preferential subscription rights corresponding to a subscription amount of approximately €128 million, i.e. c.32% of the total amount of the rights issue (5,378,040 new shares for Predica and 1,694,368 new shares for Holding Malakoff Humanis).
In particular, all the Group Management Board members subscribed to new shares pro rata to their rights, i.e. approximately 44,000 new shares, of which 12,588 shares subscribed on an irreducible basis (à titre irréductible) by Sophie Boissard, Chief Executive Officer of Korian Group.
Overview of the reasons of the share capital increase
The proceeds of the rights issue will be used for the purpose of financing the acquisition of Inicea announced on October 1st, 2020, as well as reimbursing Inicea's debt, for a global amount of approximately €360 million, and, for the remaining balance, to finance the Group's future growth in line with its development strategy.
Indicative timetable
Settlement and delivery of the new shares and beginning of trading on the regulated market of Euronext in Paris will take place on November 2nd, 2020. The new shares, which will carry dividend rights and will entitle their holders to any dividends declared by Korian from the date of issuance, will be, as from their issuance date, fully fungible with Korian's existing shares and will be traded under the same trading line and ISIN code as the Korian's existing shares (ISIN code FR0010386334).
The capital increase was conducted by a syndicate of banks including HSBC and Morgan Stanley acting as Joint Global Coordinators and BNP Paribas, Crédit Agricole Corporate Investment Bank and Société Générale acting as Joint Bookrunners.
Impact of the capital increase on the allocation of the share capital
Following settlement and delivery of the share capital increase, Korian's share capital will amount to €525,190,790 comprised of 105,038,158 shares with a nominal value of €5 each held as follows:
Shareholders | Number of shares | of share capital | of the voting rights1 |
Predica | 25,545,708 | 24.32% | 24.32% |
Holding Malakoff Humanis | 8,048,260 | 7.66% | 7.66% |
Korian SA2 | 89,838 | 0.09% | 0.09% |
Free float3 | 71,354,352 | 67.93% | 67.93% |
Total | 105,038,158 | 100% | 100% |
Lock-up agreements
Korian has agreed to a lock-up period starting on the date of signing of the underwriting agreement and ending 90 calendar days after the settlement and delivery date of the rights issue, subject to certain exceptions.
Predica and Holding Malakoff Humanis have each agreed to a lock-up period starting on the date of the approval of the prospectus by the Autorité des marchés financiers (AMF) and ending 90 calendar days after the settlement and delivery date of the rights issue subject to certain exceptions.
Information available to the public
The prospectus in the French language including (i) the universal registration document (document d'enregistrement universel)of Korian filed with the AMF on May 7th, 2020 under number D.20-0452, (ii) the amendment of the universal registration document filed with the AMF on October 7th, 2020, and (iii) a securities note (note d'opération) (including the summary of the prospectus) which was filed with the AMF and received approval under number 20-497 on October 7th, 2020 is available on the website of the AMF (www.amf-france.org) and the company (www.korian.com). 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.
Copies of the French prospectus are available free of charge at Korian's registered office at 21-25 rue Balzac, 75008 Paris France.
Korian draws the public attention to the risk factors included in chapter 2 "Risk Factors" of the universal registration document, in section 2 "Risk Factors" of the amendment to the universal registration document and in chapter 2 "Risk Factors" of the securities note (note d'opération
Especially, investors are invited to take into consideration the operational and financial risks related to the pandemic linked to the Coronavirus (Covid-19) as described in chapter 2 "Risk Factors" of the universal registration documents and updated in section 2 "Risk Factors" of the amendment to the universal registration document.
About Korian
Korian, the leading European Care Services Group for elderly and fragile people.
www.korian.com
Korian has been listed on Euronext Paris (Compartment 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: KORI ISIN: FR0010386334 Reuters: KORI.PA Bloomberg: KORI.FP
Disclaimers
This press release includes "forward-looking statements". All statements other than statements of historical facts included in this press release, including, without limitation, those regarding Korian's financial position, business strategy, plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Korian, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding Korian's present and future business strategies and the environment in which Korian will operate in the future. Additional factors could cause actual results, performance or achievements to differ materially.
This press release does not constitute an offer to sell nor a solicitation of an offer to buy, nor has there been or 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 June 14, 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 (other 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 have not been offered in any Relevant State except 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 Korian of a prospectus pursuant to Article 3 of the 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. Korian 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 press release is being issued pursuant to and in accordance with Rule 135e under the Securities Act.
This announcement is not, and under no circumstances is it to be construed as, a prospectus, offering memorandum, advertisement or an offer to sell or solicitation of an offer to buy any of the securities referred to herein in Canada.
This announcement may not be published, forwarded or distributed, directly or indirectly, in the United States, Australia or Japan.
1 of the voting rights gross voting rights including those related to treasury shares. The treasury shares are deprived of voting rights exercisable at the general meeting
2 Treasury shares held pursuant to the liquidity contract
3 For the purpose of this press release, Investissements PSP is included in the free float. As a reminder, before the share capital increase, Investissements PSP held 5,400,000 shares accounting for 6.51% of the share capital of Korian
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Contacts:
CONTACTS INVESTORS
Sarah Mingham
VP Investor Relations and Financing
sarah.mingham@korian.com
Tél.: +33 (0)1 55 37 53 55
Carole Alexandre
Deputy Head of Investor Relations
carole.alexandre@korian.com
Tél.: +33 (0)7 64 65 22 44
CONTACTS MEDIA
Jean-Marc Plantade
VP Press Relations
jean-marc.plantade@korian.fr
Tel.: +33 (0)7 62 90 32 58
Cyrille Lachèvre
Deputy Head of Press relations
cyrille.lachevre@korian.fr
Tel. +33 (0)7 61 53 54 86
Marjorie Castoriadis
Media Relations Manager
marjorie.castoriadis@korian.fr
Tel. +33 (0)7 63 59 88 81