- Subscription ratio: 1 new share for 17 existing shares
- Subscription price: €36.90 per new share
- Rights trading period: from September 16th, 2021 to September 28th, 2021 inclusive
- Subscription period: from September 20th, 2021 to September 30th, 2021 inclusive
This press release cannot be published, transmitted or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.
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Office Kennedy asset (Photo: Business Wire)
Vitura (Paris:VTR) (the "Company") announces today the launch of a capital increase by way of an offering of new shares of the Company (the "New Shares") with shareholders' preferential subscription rights of approximately €34.5 million (the "Rights Issue
The proceeds of the Rights Issue will be used to finance part of the acquisition of Office Kennedy building for an amount of €97 million, announced on August 5th, 2021. The entire balance will be financed by a bank loan of an amount of approximately €65 million.
Main terms of the Rights Issue
The Rights Issue will take place through the allocation of preferential subscription rights to the benefit of existing shareholders and will result in the issuance of 935,672 New Shares.
Each shareholder of Vitura will receive one preferential subscription right for each share it holds as of the close of trading on September 15th, 2021. The subscription price for the New Shares has been set at €36.90 per share (i.e. a nominal value of €3.8 and an issue premium of €33.10). The subscription ratio is 1 New Share for 17 existing shares. The subscription price represents a 1.34% discount to the closing price of the Company's shares on September 10th, 2021 (€37.4) and a 1.26% discount to the theoretical ex-right price (TERP).
Reducible subscriptions (à titre réductible) will be accepted but remain subject to reduction in the event of oversubscription. New Shares that will not be subscribed on an irreducible basis (à titre irréductible) will be distributed and allocated among the holders of preferential subscription rights having submitted additional subscription on a reducible basis.
The Rights Issue will be open to the public only in France.
Société Générale is acting as Sole Global Coordinator and Bookrunner of the transaction, and BNP Paribas as Co-Bookrunner.
Subscription commitments of the main shareholders
NW CGR 1 LLC, NW CGR 2 LLC, NW CGR 3 LLC, entities of Northwood Investors (the "Northwood Investors Entities") and Euro Bernini Private Limited, an entity of the GIC group (the "GIC Entity"), holding respectively 8,786,679 shares (i.e. 55.24% of the share capital of the Company) and 3,966,646 shares (i.e. 24.94% of the share capital of the Company), have respectively undertaken to exercise all of the preferential subscription rights allocated to them on the basis of the existing shares they respectively hold. The Northwood Investors Entities and the GIC Entity have also committed to subscribe on a reducible basis for maximum amounts of €4,765,192.2 and €2,078,982.9 respectively.
Those subscription commitments represent 100% of this Rights Issue.
The Company is not aware of the intentions of its other shareholders or members of its administrative bodies in relation to the Rights Issue.
The Company has agreed to a lock-up expiring 90 calendar days following the settlement and delivery date of the New Shares, subject to certain customary exceptions.
Indicative timetable of the Rights Issue
The subscription period will be open from September 20th, 2021 to September 30th, 2021 (inclusive) to the holders of existing shares recorded in their securities account at the end of the accounting day of September 15th, 2021 (the "Subscription Period
The preferential subscription rights will be listed and traded on the regulated market of Euronext in Paris (ISIN: FR0014005FZ9) from September 16th, 2021 to September 28th, 2021 (inclusive). The preferential subscription rights not exercised before the end of the Subscription Period, i.e., the close of business on September 30th, 2021, shall automatically become null and void.
Settlement and delivery and start of trading on the regulated market of Euronext in Paris (Segment B) of the New Shares will take place on October 8th, 2021. The New Shares, which will carry dividend rights and will entitle their holders to any dividends declared by the Company from the date of issue, will be fully fungible with the Company's existing shares and will be traded under the same ISIN code as the Company's existing shares, ISIN code FR0010309096.
Information available to the public
The Company has published a French language prospectus (the "Prospectus"), which has been approved by the Autorité des marchés financiers ("AMF") under number 21 394, comprising (i) the Universal Registration Document (document d'enregistrement universel) of the Company filed with the AMF on 6 April 2021 under number D.21-0262, (ii) the interim financial report as of 30 June 2021 (rapport financier semestriel) (iii) an amendment to the Universal Registration Document filed with the AMF on 13 September 2021 under number D. 21-0262-A01 and (iv) a securities note (note d'opération) (including a summary of the prospectus).
Vitura draws the public's attention to the risk factors included in pages 87 to 93 of the Universal Registration Document, in pages 23 et 24 of the interim financial report, in Chapter 3 of the amendment to the Universal Registration Document and in chapter 2 of the securities note (note d'opération
The French language Prospectus, approved by the AMF, is available on the Company's website (www.vitura.fr) and on the AMF's (www.amf-france.org). Hard copies of the Prospectus are also available free of charge at the Company's headquarters, located at 42 rue de Bassano, 75008 Paris.
Potential investors are advised to read the entire Prospectus and to consider carefully before deciding whether to invest in the New Shares. Should all or any part of these risk factors materialize, the Company's and the group's businesses, financials, results or abilities to reach guidance may be negatively affected.
Created in 2006, Vitura (formerly Cegereal) is a listed real estate company that invests in prime office properties in Paris and Greater Paris. The total value of the portfolio was estimated at €1,455 million at June 30th, 2021 (excluding transfer duties). Thanks to its strong commitment to sustainable development, Vitura was named a Global Sector Leader in the 2020 Global Real Estate Sustainability Benchmark's (GRESB) listed office property companies category and received two Gold Awards from the European Public Real Estate Association (EPRA) for the quality and transparency of its financial and non-financial reporting. Its entire portfolio has achieved NF HQE Exploitation and BREEAM In-Use International certification. Vitura is a REIT listed on Euronext Paris since 2006, in compartment B (ISIN: FR0010309096). The Company had a market capitalization of €595 millions at September 13th, 2021.
Visit our new website to find out more: www.vitura.fr
This press release and the information contained herein do not constitute either an offer to sell or the solicitation of an offer to purchase the Company's securities, there shall not 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 approval under the securities laws of any such state or jurisdiction.
The release, publication or distribution of this press release in certain jurisdictions may be restricted by laws or regulations. Therefore, persons in such jurisdictions into which this press release is released, published or distributed must inform themselves about and comply with such laws or regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The information contained in this announcement is for background purposes only and does not purport to be full or complete and no reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Any purchase of securities should be made solely on the basis of the information contained in the prospectus issued by the Company.
This press release is not a prospectus within the meaning of Regulation (UE) 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 benefits associated with the decision to invest in the securities. The approval of the prospectus by the AMF should not be construed as a favorable opinion on the securities offered or admitted to trading on a regulated market.
European Economic Area
The offer is open to the public in France.
With respect to each Member State of the European Economic Area (other than France) and the United Kingdom (the "Relevant States"), no action has been or will be taken to permit an offer of securities to the public that would require the publication of a prospectus in any of the Relevant States. Accordingly, the securities may only be offered and will only be offered in the Relevant States (i) to qualified investors within the meaning of the Prospectus Regulation, for any investor in a Member State, or within the meaning of Regulation (EU) 2017/1129 as made 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 natural or legal persons (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 provided for in Article 1(4) of the Prospectus Regulation or in other cases not requiring the publication by Vitura of a prospectus under Article 3 of the Prospectus Regulation, the UK Prospectus Regulation and/or the regulations applicable in such Relevant States.
These selling restrictions with respect to Relevant States apply in addition to any other selling restrictions which may be applicable in the Relevant States who have implemented the Prospectus Regulation.
This press release is distributed only to, and directed only at, "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) persons falling within Article 49(2) (a) to (d) of the Order (high net worth entities, non-registered associations, etc.) or (iii) to any other person to whom this press release may be sent in compliance with applicable laws (all such persons being referred to as "Qualified Persons"). This press release is directed only at Qualified Persons and must not be used or relied upon by unqualified persons. Any investment or investment activity applies to, and may only be made by, Qualified Persons. Any person who is not a Qualified Person shall not act or rely on this press release or on any information contained herein.
This press release may not be published, distributed or disclosed in the United States (including its territories and possessions).
This document does not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for 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 "US. Securities Act") or under any applicable securities regulations of any state or other jurisdiction in the United States, and may not be offered, subscribed or sold in the United States absent registration or an applicable exemption from registration requirements and may not be offered or sold in the United States absent registration under the Securities Act except pursuant to an exemption or in a transaction exempt from registration under the US. Securities Act.
The shares of the Company have not been and will not be registered under the US. Securities Act and the Company does not intend to register any portion of the proposed offering in the United States or to conduct a public offering in the United States.
Canada, Australia and Japan
The new shares and the preferential subscription rights may not be offered, sold or purchased in Canada (subject to certain exceptions and pursuant to procedures set out by the Company), Australia or Japan.
The distribution of this press release in certain countries may constitute a violation of applicable legal provisions. Neither Société Générale nor BNP Paribas undertake any responsibility in relation thereof.
In connection with any offering of the securities referred thereto (the "Financial Securities"), Société Générale, BNP Paribas and any of their affiliates, may take up as a principal position any securities and in that capacity may retain, purchase, sell or offer to sell for their own accounts such securities and other related securities. In addition, they may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they may from time to time acquire, hold or dispose of Securities. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
Société Générale and BNP Paribas are acting for the Company and no one else in connection with the offering of Financial Securities and will not regard any other person as their clients nor be responsible to any other person for providing the protections afforded to any of their clients or for providing advice in relation to any offering of the Financial Securities nor for providing advice in relation to the offering of securities, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
None of Société Générale, BNP Paribas nor any of their affiliates, directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
Charlotte de Laroche
+33 1 42 25 76 42
Aliénor Miens Marion Bouchut
+33 6 34 45 34 09