Regulatory News:
Clariane (Paris:CLARI) (CLARIA.PA - ISIN FR0010386334) announced
today that it has renewed the drawdown of its RCF (Revolving Credit
Facility) for a period of 6 months (expiring on 3 November 2024)
for an amount of €492.5 million, in accordance with the terms of
the contract signed in 2019 and extended on 25 July 2023.
In addition to the usual conditions, the Group points out that
the drawdown and renewal of its RCF line are subject to a minimum
liquidity level of 300 million euros on the day of the drawdown or
renewal, which includes the RCF drawn down.
As indicated in its press release of 14 November 2023, Clariane
points out that following the publication on 24 October 2023 of the
press release relating to sales for the third quarter of 2023, the
sharp fall in the share price, linked to the revision of its
leverage target at 31 December 2023 from 3.5x to 3.8x, has caused
concern among certain financial partners, jeopardising the
finalisation of the two real estate partnership projects currently
under negotiation and scheduled to be completed by the end of 2023.
Against this backdrop, on 3 November 2023 the Group drew down its
RCF lines for an amount of 500 million euros for 6 months.
As indicated in the Universal Registration Document (Chapter 2 -
Section 2.4.1.2 Management of liquidity risk, covenant breach risk
and cross-default risk) which was filed with the AMF on 30 April
2024 under no. D.24-0380, the Group's liquidity is ensured by:
- the financing structure currently in place, including in
particular the syndicated loan for which the early renegotiation of
an "amend & extend" was finalised in July 2023 (the term
tranche of 500 million euros was due to expire in May 2024), and
the drawdown by the Group on 3 November 2023 of its RCF (Revolving
Credit Facility) for an amount of 500 million euros for a period of
six months, in a context of deteriorated market conditions and
access to financing;
- the €1.5 billion refinancing plan announced on 14 November
2023, which includes a €300 million capital increase and a €1
billion asset disposal plan.
The capital increase is scheduled to take place before the end
of the third quarter of 2024, on the basis of the resolution passed
by the General Meeting of Shareholders on 26 March, subject to the
lifting of the conditions precedent mentioned below, while the
asset disposals in progress have enabled 25% of the expected target
to be covered to date.
These factors determine the Group's ability over the next 12
months to honour its financing commitments and comply with its
covenant ratios, in particular the financial debt ratios at 30 June
2024 and 31 December 2024, as well as the minimum liquidity
required at each RCF renewal date.
As indicated in the press release of 28 February 2024, the
Group's gross financial debt (excluding IFRS16 debt) stood at
€4,532 million at 31 December 2023, of which €545 million matured
during 2024 (excluding the drawn RCF, which is available for
renewal until May 2026). The Group's net financial debt rose from
€3,775 million at 31 December 2022 to €3,854 million at 31 December
2023 (€3,780 million after taking into account the €74 million
receivable from Ages & Vie).
This change in net debt takes into account:
- Gross borrowings of €4,532 million at 31 December 2023,
compared with €4,508 million at 31 December 2022;
- A cash position of €678 million at 31 December 2023, compared
with €734 million at 31 December 2022.
Liquidity risk and the risk of cross-default are described in
the Group's Universal Registration Document (Chapter 6 - point
9.2).
Update on the Refinancing Plan
The refinancing plan announced on 14 November 2023 was put in
place to deal with the liquidity difficulties presented on that
occasion and recalled in the press release of 8 February 2024.
These risks are described in the notes to the 2023 financial
statements, which are available on the company's website
www.clariane.com.
In this respect, the Company wishes to point out that the
capital increase is an essential condition of its plan to
strengthen its financial structure, and that if it is not carried
out, the Company would have to place itself under a protection
regime adapted to the renegotiation of its debt with its
creditors.
It also notes that the Group's banks and lenders are waiting for
the completion of the capital increase before resuming their
financing, and that to date it has not been able to secure any
corporate or real estate financing, with the exception of a few
maturity extensions, in particular from corporate maturities to
extensions in secured real estate format. To date, these extensions
amount to €55 million, compared with €352 million of debt
maturities in the first half.
In December 2023, the Company completed the first two phases
of the Refinancing Plan announced on 14 November:
- The completion of the "Gingko" real estate partnership for €140
million (press release dated 15 December 2023), followed by the
completion of the "Juniper" real estate partnership for €90 million
(press release dated 28 December 2023);
- The arrangement and drawdown of a €200 million term loan with
Caisse Régionale de Crédit Agricole Mutuel de Paris et d'Ile de
France (CADIF), LCL and Crédit Agricole Corporate and Investment
Bank (CACIB). The Group wishes to point out that this loan would
become repayable in advance if the proposed capital increase were
to be abandoned, unless the Group were to implement an alternative
project enabling it to raise equity or quasi-equity financing or
financing of a similar nature for a minimum equivalent amount.
The situation regarding the capital increase is as
follows:
- The AMF granted Predica, a subsidiary of the Crédit Agricole
Assurances Group and Clariane's largest shareholder, an exemption
from the obligation to file a draft public offer (in the event that
Predica crosses the 30% threshold as a result of the capital
increase) on the basis of articles 234-8, 234-9 2° and 234-10 of
the AMF's General Regulations (AMF decision no. 224C0227 of 8
February 2024).
- Crédit Agricole Assurances, which holds 24.7% of the share
capital and voting rights via Predica, has undertaken to subscribe,
subject to the lifting of the Suspensive Conditions and the usual
conditions for this type of transaction, (i) on an irreducible
basis to the extent of its share in the capital by exercising all
the preferential subscription rights that it will receive and (ii)
on a reducible basis for a total cash subscription amount equal to
the difference between 200 million euros and the amount of its
subscription on an irreducible basis, being specified that
Predica's commitment to subscribe to the capital increase on a
reducible basis may also take the form, in whole or in part, of a
guarantee commitment.
- The Company has also received expressions of interest from
banks to underwrite, subject to conditions precedent, all or part
of the balance of the capital increase, i.e. up to a maximum of
€100 million. At this stage, no agreement has yet been finalised
with the banks concerned.
- The adoption by Clariane shareholders of the resolutions
relating to the €300 million capital increase at the Combined
General Meeting held on 26 March 2024, a further step towards its
completion, scheduled for late June 2024 or September 2024.
This capital increase is subject to the lifting of the
following conditions precedent, which have not yet been
fulfilled:
- Obtaining authorisation from the relevant competition
authorities for Crédit Agricole Assurances to take control of
Clariane, in the event that Crédit Agricole Assurances'
subscription to the capital increase leads to such a takeover. The
Group and the entities involved in the transaction have notified
the French Competition Authority of the proposed transaction and
requested a waiver of the suspensive effect of the said
notification in order to be in a position to complete the capital
transaction in June 2024, subject to the lifting of the conditions
precedent and market conditions;
- Obtaining an amendment to the terms of the contract for the
issue of OCEANE bonds maturing in 2027 (0.875% - FR0013489739) in
order to exclude the possibility of early redemption in the event
that Crédit Agricole Assurances crosses the threshold of 40% of
Clariane's capital as a result of the capital increase and the
possible execution of its guarantee;
- Submission by the independent expert appointed by the Company's
Board of Directors of a fairness opinion confirming the fairness of
the terms of the capital increase and the related agreements,
including the subscription undertakings;
- Approval of the Capital Increase prospectus by the Autorité des
marchés financiers.
Shareholders are reminded that the capital increase provides for
the maintenance of their pre-emptive rights and that they may
therefore subscribe to this capital increase in order to maintain
their shareholding by benefiting from the discount. Otherwise,
shareholders who do not wish to exercise their pre-emptive rights
will be subject to significant dilution, which may be offset in
whole or in part by the sale of their pre-emptive rights.
With regard to the asset disposal programme, aimed in
particular at refocusing its activities geographically, and
amounting to around €1 billion in gross proceeds from
disposals, the Group announces that to date it has disposed of
:
- Its 50% stake in a real estate portfolio in the Netherlands to
its partner Aedifica for a total contractual sale value of around
€25 million;
- All its activities and assets (opco & propco) in the United
Kingdom, to Elevation Healthcare Real estate, a UK investment fund
specialising in the retirement and healthcare real estate sector,
managed by Elevation Advisors LLP, for a gross sale value of £207
million (around €243 million). The assets sold were part of the
"Juniper" real estate partnership signed with Predica (press
release dated 28 December 2023). Details of this transaction, and
in particular the use of the proceeds from the sale, are described
in the press release relating to this sale, published on 28
February 2024. It should be noted that the net proceeds from the
sale of this business will be used to repay approximately €150
million of the Group's outstanding debt, but will not have a
significant impact on leverage.
With the sale of its UK business and 6 real estate assets in the
Netherlands, announced on 5 February, the Group has already
completed more than a quarter of its asset disposal programme in
the first quarter. It is actively pursuing the implementation
of this programme, with several processes underway, notably in the
Benelux countries.
On 4 April, the company also confirmed that it had held an
information meeting with the members of the employee representative
body concerned, in accordance with current French regulations, on
the possible sale of its Hospitalisation à Domicile and Services de
Soins Infirmiers à Domicile (HAD/SSIAD) business in France. The
Group currently owns 8 specialised HAD homes and 3 SSIAD agencies
in France, employing 309 people (full-time equivalent). This
business generated sales of €46.5 million in 2023. The Group is
currently in advanced discussions to sell this business.
Important information
This press release does not constitute, and shall not be deemed
to constitute, an offer to the public, an offer to buy or the
solicitation of public interest in an offer to the public, nor
shall there be any sale of securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful absent
registration or approval under the securities laws of such state or
jurisdiction. The distribution of this document may be subject to
specific restrictions in certain countries. Persons into whose
possession this document comes are required to inform themselves
about and to observe any such potential local restrictions.
A prospectus relating to the capital increase will be submitted
by Clariane S.E. to the Autorité des Marchés Financiers for
approval prior to the effective launch of the capital increase.
All forward-looking statements included in this document are
valid only as of the date of this press release. Clariane S.E.
undertakes no obligation and assumes no responsibility to update
the information contained herein beyond the requirements of
applicable regulations.
In this press release, and unless indicated otherwise, all
changes are stated on a year-on-year basis (2024/2023), and at
constant scope and exchange rates.
The main alternative performance indicators (APIs), such as
EBITDA, EBIT, net debt and financial leverage, are defined in the
Universal Registration Document available on the company’s website
at www.clariane.com.
About Clariane
Clariane is the leading European community for care in times of
vulnerability. It has operations in six countries: Belgium, France,
Germany, Italy, the Netherlands, and Spain.
Relying on their diverse expertise, each year the Group’s 67,000
professionals provide services to over 800,000 patients and
residents in three main areas of activity: long-term care nursing
home (Korian, Seniors Residencias, Berkley, etc.), specialized care
facilities and services (Inicea, Ita, Grupo 5, Lebenswert, etc.),
and alternative living solutions (Petits-fils, Les essentiels, Ages
et Vie, etc.).I
In June 2023, Clariane became a purpose-driven company and added
to its bylaws a new corporate purpose, common to all its
activities: “To take care of each person’s humanity in times of
vulnerability”.
Clariane has been listed on Euronext Paris Section A since
November 2006
Euronext ticker: CLARI - ISIN: FR0010386334
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version on businesswire.com: https://www.businesswire.com/news/home/20240503085115/en/
Investors Stéphane Bisseuil Head of Investor Relations
+33 (0) 6 58 60 68 69 stephane.bisseuil@clariane.com Press
Matthieu Desplats Head of Press Relations 06 58 09 01 61
matthieu.desplats@clariane.com Julie Mary Press Officer 06
59 72 50 69 julie.mary@clariane.com Florian Bachelet Press
Officer 06 79 86 78 23 florian.bachelet@clariane.com
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