Regulatory News:
Amicable takeover between Eurosic and Gecina (Paris:GFC)
moves forward and Eurosic sells its diversification
portfolio
Gecina have acquired today nearly 85% of Eurosic's capital on a
diluted basis1. Following Gecina's effective acquisition of
securities today, Eurosic's governance structure has been realigned
to reflect Eurosic's takeover by Gecina.
Eurosic's newly realigned Board of Directors approved Eurosic's
sale of its interests in certain diversification companies to the
Batipart Group for a total sales price of 463 million euros. This
sale, covering assets that were not in line with Gecina's strategy,
was also carried out today.
New governance for Eurosic
Following Eurosic's takeover by Gecina, the following changes
have been made to the composition of Eurosic's Board of
Directors:
- All of Eurosic’s directors and
observers have resigned from their positions; and
- Mrs Méka Brunel (also appointed
Chairman of the Board of Directors), Mr Nicolas Dutreuil, Mr
Philippe Valade, Mrs Inès Reinmann Toper and Mr Jacques-Yves Nicol
have been coopted as directors of Eurosic.
Furthermore, following the departures of Mr Yan Perchet, Mr
Nicolas Ruggieri and Mr François Thomazeau and following the
adoption of a single-tier governance structure by Eurosic's Board
of Directors, Mrs Méka Brunel has been appointed as Eurosic's
Chairman and Chief Executive Officer and Mr Philippe Valade has
been appointed as Eurosic's Deputy Chief Executive Officer. Mr Yan
Perchet has been appointed as Advisor to Eurosic’s Chairman, with
effect from August 30, 2017 through to October 31, 2017.
Eurosic's diversification portfolio sold
Under the terms of the agreement to acquire securities signed
between Batipart and Gecina on June 20, Eurosic's Board of
Directors2, which was reminded of the findings from the report
issued on July 26, 2017 by the independent expert, Cabinet
Ledouble, notably confirming that the terms of Eurosic's sale of
the diversification companies to the Batipart Group were fair and
that there was no infringement concerning the equality of treatment
for Eurosic's shareholders due to this sale, approved the sale of
Eurosic's interests in Eurosic Lagune, SNC Nature Hébergements 1,
Eurosic Investment Spain Socimi SA and Eurosic Management Spain SL
for a total price of 463 million euros.
This sale was effectively carried out today following its
approval by Eurosic’s Board of Directors3.
Mrs Méka Brunel, Chief Executive Officer and Director of Gecina
and Chairman and Chief Executive Officer of Eurosic: “The amicable
takeover with Eurosic is moving forward perfectly in line with the
initial schedule set and has already led to the creation of the
undisputed market leader for office real estate in Europe. The
consolidated new combined structure will make it possible to
continue building on and ramp up the success achieved by the two
vehicles in the past few years, capitalizing on a portfolio of
high-quality offices in the Paris Region's best business sectors.
We are looking ahead to the future with great confidence, based on
the solid fundamentals of this new combined group”.
Nicolas Ruggieri, Chairman of Batipart Immo Europe: “Batipart is
proud to have contributed to the creation of an outstanding company
that is now the benchmark for office real estate in France. For its
part, the diversification assets will represent a basis for
redeployment, with a pan-European investment horizon, focusing in
particular on key areas for it such as Healthcare and Leisure”.
About Eurosic
Eurosic is a listed real estate investment trust (SIIC) that
manages a portfolio valued at over 8.1 billion euros at
end-June 2017, primarily comprising offices, located in Paris, the
Paris Region and major urban hubs across France.
Eurosic's shares are listed on Euronext Paris - Compartment A
(ISIN: FR0000038200).
About Gecina
Gecina, living the city in a different way
Gecina owns, manages and develops property holdings worth 19.5
billion euros at end-August 2017, with nearly 92% located in the
Paris Region. The Group is building its business around France’s
leading office portfolio and a diversification division with
residential assets and student residences. Gecina has put
sustainable innovation at the heart of its strategy to create
value, anticipate its customers' expectations and invest while
respecting the environment, thanks to the dedication and expertise
of its staff.
Gecina is a French real estate investment trust (SIIC) listed on
Euronext Paris, and is part of the SBF 120, Euronext 100,
FTSE4Good, DJSI Europe and World, Stoxx Global ESG Leaders and
Vigeo indices. In line with its community commitments, Gecina has
created a company foundation, which is focused on protecting the
environment and supporting all forms of disability.
www.gecina.fr
Disclaimer
This press release has been prepared exclusively for
information. It does not constitute a purchase or an exchange
offer, or a request for an offer for the sale or the exchange of
Eurosic or Gecina securities, nor a purchase or an exchange offer,
or a request for an offer for the sale or the exchange of Eurosic
or Gecina securities.
The release, publication or distribution of this press release
may be restricted by laws applicable in certain jurisdictions and,
as a result, any person in possession of it in such jurisdictions
must seek advice concerning the applicable legal restrictions and
ensure compliance with them.
In accordance with the stock market regulations, Gecina will
file a proposed public takeover and exchange offer for all Eurosic
securities not yet held by Gecina at this date. Gecina draft offer
document will contain the terms and conditions of the mandatory
public offer and will remain subject to the review of the French
financial markets authority (Autorité des Marchés Financiers,
AMF).
It is strongly recommended that investors and shareholders
located in France review the draft offer document when it becomes
available, as well as any amendments or supplements to this
document, since it will contain important information concerning
the proposed transaction.
No communication or information relating to the mandatory public
offer may be distributed to the public in any jurisdiction in which
registration or approval is required. No action has been (or will
be) undertaken in any jurisdiction (other than France) where such
steps would be required. The purchase of Eurosic or Gecina
securities may be subject to legal or statutory restrictions in
certain jurisdictions. Neither Eurosic nor Gecina assume any
responsibility for any breach of such restrictions by any
person.
This press release does not constitute an offer or invitation to
sell or purchase, or a solicitation of any offer to purchase or
subscribe for, any securities of Eurosic or Gecina in the United
States of America. Securities may not be offered, subscribed or
sold in the United States of America without registration under the
1933 U.S. Securities Act, as amended (the “U.S. Securities Act”),
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements thereof. The securities
of Eurosic or Gecina have not been and will not be registered under
the U.S. Securities Act and neither Eurosic nor Gecina intend to
make a public offer of its securities in the United States of
America.
Neither Gecina, or Eurosic, nor their shareholders and
respective representatives or advisors accept any liability
concerning any use by any person of this press release or its
content, or more generally in connection with this press
release.
1 At June 30, 2017, on a fully diluted basis taking into account
the OSRA subordinated redeemable bonds and excluding treasury
stock, representing a total of 64,732,147 shares2 New
composition
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170829005902/en/
GecinaFinancial communicationsSamuel
Henry-Diesbach, Tel: +33 (0)1 40 40 52
22samuelhenry-diesbach@gecina.frorVirginie Sterling, Tel: +33 (0)1
40 40 62 48virginiesterling@gecina.frorPress
relationsBrigitte Cachon, Tel: +33 (0)1 40 40 62
45brigittecachon@gecina.frorThérésa Vu, Tel: +33 (0)1 44 82 46
13theresa.vu@consultants.publicis.frorEurosicInvestor
relationsNicolas Darius, Tel: +33 (0)1 45 02 24 73Chief
Financial Officercommunication@eurosic.frorPress
relationsDGM ConseilTel: +33 (0)1 40 70 11 89
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