FONCIERE 6 ET 7 : Filing of a draft information note in response to the offer initiated by Eurosic

Microsoft Word - Press release 06042016

PRESS RELEASE RELATED TO THE FILING OF A DRAFT INFORMATION NOTE

IN RESPONSE TO THE ALTERNATIVE OF A PURCHASE AND AN EXCHANGE OFFER RELATED TO THE SHARES OF FONCIERE DE PARIS SIIC AND THE ALTERNATIVE OF A MIXED AND A PURCHASE OFFER RELATED TO THE SUBORDINATED BONDS REDEEMABLE INTO SHARES OF THE COMPANY FONCIERE DE PARIS SIIC

INITIATED BY

This release has been established and issued pursuant to articles 231-26 of the general regulations of the French Autorité des Marché Financiers (l' « AMF »).

The proposed tender offer, the draft information note and the draft information note in response of FONCIERE DE PARIS SIIC remain subject to approval by AMF.

The draft information note in response is available on Foncière de Paris SIIC website (http://www.fonciere-de-paris.fr) and on the AMF website (www.amf-france.org). Copies of the draft information note in response are also available free of charge and on request from:

Foncière de Paris

43, rue Saint Dominique 75007 Paris

1. PRESENTATION OF THE OFFER

   
   

   Pursuant to Title III of Book II and more specifically to articles 232-1 et seq of the AMF General Regulations, the Eurosic Company, a public limited company with a Board of Directors and with a capital of

   €474,44,576, whose registered office is at 28, rue Dumont d'Urville - 75116 PARIS, and registered in Paris Trade and Companies Register under number 307 178 871 whose shares are listed on Euronext Paris Market under ISIN Code FR0000038200 ("the Offeror or Eurosic") proposes irrevocably to the shareholders and to the holders of bonds redeemable in shares of Foncière de Paris, a public limited company governed by an Executive Board and a Supervisory Board with a capital of €154,426,125, whose registered office is at 43, rue Saint Dominique - 75007 Paris and registered in Paris Trade and Companies Register under number 331 250 472 ("Foncière de Paris or the Company") to purchase or exchange under the conditions described hereunder ("the Offer"):

   
   

   • all the shares issued by Foncière de Paris, listed on Euronext Paris Market under ISIN Code FR0000034431 (the"FDP Shares"), not held by the Offeror on the date of the Offer, that is:

     
     

     • the FDP Shares already issued, representing a total number of 10,157,189 FDP shares on March 10th, 2016 (excluding FDP treasury Shares) including 28,472 vested free shares whose retention period is not expired at closing date of the Offer; and

       
       

     • the FDP Shares which could be potentially issued before closing date of the Offer or the reopened Offer, due to repayment in FDP Shares of the bonds redeemable in FDP Shares (the "FDP OSRA") (representing a total maximum number of 852,817 FDP Shares as of April 6th, 2016);

       
       

   • all the FDP OSRA not held by the Offeror on the Offer's opening date, which at the date of the draft information note, represent a total number of 663,302 FDP OSRA;

     
     

     the FDP shares and the FDP OSRA are hereafter identified together as "FDP Securities".

     
     

     The Offer concerns all the FDP Securities not held directly or indirectly by the Offeror at the date hereof, except for the free shares in process of vesting as of the closing date of the Offer or the reopened Offer (subject to removal of lock-up period as provided for by legal and regulatory provisions).

     
     

     The Offer consists in:

     
     

   • an alternative public offer on FDP Shares, with:

     
     

     • a tender offer in which the shareholders of Foncière de Paris may sell their FDP Shares at €136 per FDP Share (2015 dividend rights detached) (subject to adjustments described below) ("Cash payment Option") ;

       
       

     • a public exchange offer in which the shareholders of Foncière de Paris may exchange 7 FDP Shares (2015 dividend rights detached) for 24 Eurosic shares (2015 dividend rights detached) to be issued (subject to adjustments described below) (the "Share Option"); and

       
       

     • a public exchange offer in which the shareholders of Foncière de Paris may exchange 7 FDP Shares (2015 dividend rights detached) for 24 subordinated redeemable bonds in shares to be issued by Eurosic (the "Eurosic OSRA") (subject to adjustments described below) ("the OSRA Option").

       
       

       The shareholders of Foncière de Paris may tender their FDP Shares to the Share Option, to the Cash payment Option or to the OSRA Option or by combining the Share Option, the Cash payment Option and/or the OSRA Option.

       
       

   • An alternative public offer on FDP OSRA, with:

     
     

     • a mixed public offer in which the FDP OSRA holders may exchange 49 FDP OSRA for 216 Eurosic OSRA and a cash payment at €684.11 (the "OPM OSRA") ;

       
       

     • a tender offer in which the FDP OSRA holders may tender their FDP OSRA at €188.82 per FDP OSRA (the "OPA OSRA").

   
   

   The holders of FDP OSRA may tender their FDP OSRA to the OPM OSRA or to the OPA OSRA, or by combining the OPM OSRA and the OPA OSRA.

   
   

   The ratios and compensation offered by the Offeror assume that (i) the current distribution of an ordinary and an exceptional dividend of €9 per FDP Share as proposed to vote at the Annual General Shareholders'' Meeting of Foncière de Paris to be held on April 12th, 2016, and (ii) the current distribution of €2.20 per Eurosic share as proposed to vote at the Annual General Shareholders' Meeting to be held on April 14th, 2016.

   
   

2. CONTEXT OF THE OFFER

   
   

   The Offer follows discussions between Eurosic and Foncière de Paris relating to a possible combination of the two groups. In this context, the Supervisory Board of the Company met on March 4th, 2016 in order to take notice of the terms of the public offer on the Company initiated by Eurosic and welcomed this combination project. The Supervisory Board decided to appoint, in compliance with article 261-1 of the AMF General Regulations, the firm BDO, represented by Mr Michel Léger, as an independent expert .

   
   

   After the meeting of the Supervisory Board, a memorandum of understanding was signed between Eurosic and the Company on March 4th, 2016 in order to organise the cooperation between the two companies in the context of the combination project. The discussions between Eurosic and the main shareholders of the Company also led to the signature on March 4th, 2016 of:

   
   

3. a share purchase agreement leading to the acquisition by Eurosic of all the FDP Securities (excluding 3 Shares) held by the Allianz Group bearing 22.7% of Foncière de Paris share capital.

4. a share purchase agreement leading to the acquisition by Eurosic of all the FDP Securities held by Generali Group representing 3.9% of Foncière de Paris share capital; and

5. undertakings to tender by several shareholders of Foncière de Paris representing together 52.5% of Foncière de Paris capital, concerning all of their FDP Shares and FDP OSRA, in which these shareholders committed to tender all of their FDP Shares and FDP OSRA to the Offer, under defined conditions.

   
   

   In compliance with the AMF recommendation on independent expertise, the Supervisory Board decided on March 4th, 2016 to decrease the number of members of the ad hoc Committee settled on February 3rd, 2016 in order to follow the discussions between Eurosic and other potential buyers, to a number of three members, all being independent: Philippe Blavier as the Committee's Chairman, Mrs. Tatiana Nourissat and Mr. Luc Guinefort as the Committee's members.

   
   

   On March 11th, 2016 Eurosic filed a public offer on the Company's securities (cf AMF decision n° 216C0656) the main terms of which are described in the draft information note available on the AMF website (www.amf-france.org) as well as on Eurosic website (www.eurosic.fr).

   
   

6. REMINDER OF THE MAIN TERMS OF THE OFFER

   
   

   The Offer will be made under the normal procedure pursuant to articles 232-1 et seq of the AMF General Regulations. The indicative timetable is provided for in paragraph 2.10 of the draft information note.

   
   

   The potential adjustments of the Offer are described in the draft information note.

   
   

   Conditions precedent

   
   

   The Offer is subject to conditions precedent described in paragraph 1.4 of the draft information note in response.

   
   

   Liquidity Mechanism

   
   

   The holders of vested free shares, whose retention period will not be expired at closing of the Offer as well as the holders of free shares in vesting period, who would not transfer their Securities to the Offer, will benefit of the liquidity mechanism.

   
   

   Situation of the holders of FDP OSRA and free share

   
   

   The situation of FDP OSRA holders and of holders of free shares is respectively described in paragraph

   1.2 and 1.3 of the draft information note in response.

   
   

   Mandatory squeeze-out

   
   

   In the event that the shareholders do not hold more than 5% of the capital or voting rights of FDP at closing date of the Offer, the Offeror intends to initiate, within three months upon completion of the Offer, a squeeze-out procedure.

   
   

7. MOTIVATED OPINION OF THE SUPERVISORY BOARD




«The Chairwoman of the Supervisory Board recalls that Eurosic ("Eurosic" or the "Offeror") has irrevocably proposed to the shareholders of the Company as well as to the holders of subordinated bonds redeemable in shares of the Company (the "OSRA") to purchase the securities of the Company that they hold, under following procedures (the "Offer"):




For the Company's shares (the « Shares »):




• an exchange option: 24 Eurosic shares (dividend rights detached) for 7 FDP Shares (dividend rights detached);

• a purchase option: €136 per FDP Share (dividend rights detached); or

• an exchange option: 24 subordinated bonds redeemable in Eurosic shares for 7 FDP Shares (dividend rights detached).

  
  

  For the OSRA:

  
  

• a mixed option: 216 Eurosic OSRA and a cash payment at €684.11 for 49 OSRA; or

• a purchase option: €188.82 per OSRA.