Gecina announced that it has signed agreements with certain shareholders of Eurosic on the acquisition of 94.8% of the capital of Eurosic[1], by way of acquisition in cash of 85.3% of the capital of Eurosic at a price of 51.0 euros per share and by OSRA and in exchange for 9.5% of the capital of Eurosic on the basis of an exchange ratio of 7 shares Gecina for 20 shares in Eurosic
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At the request of Gecina, Eurosic will relinquish its interests in certain companies diversification does not correspond to the strategy of Gecina and in which the Batipart Group is acquiring for 463 million euros
The Board of Directors of Eurosic[2], which met on 20 June, (i) confirmed the strategic interest of the merger with Gecina, (ii) has unanimously approved the principle of this operation and authorized the signing of a memorandum of cooperation to promote the merger and (iii) has, in this context, appointed Ledouble as independent expert
In accordance with stock market regulations, Gecina will be required to file a draft public offer of purchase and exchange, aiming at, on the same terms, all of the securities of Eurosic not held by Gecina
Acquisition by Gecina of securities Eurosic and disposal of companies, diversification
The Board of Directors of Eurosic met on 20 June 2017, in order to get acquainted with the project of reconciliation between Gecina and Eurosic and agreements to be entered into with certain of its shareholders, which, subject to the fulfilment of certain conditions precedent, to take control of Eurosic by Gecina.
These agreements provide, inter alia :
the acquisition by Gecina of 55 249 010 shares and subordinated bonds reimbursable in shares (” OSRA “) issued by Eurosic in 2015 and 2016, with Assurances Credit Mutuel, Batipart, Covéa, Credit Agricole Assurances, Debiopharm and LaTricogne, at a price of 51.0 euros per share and by OSRA ;
the contribution by Batipart, Crédit Agricole Assurances, Debiopharm and LaTricogne of the balance of their participation, a total of 6 138 778 shares, at the branch exchange to the public offer that Gecina will deposit on the titles Eurosic after taking control of Eurosic[3] ; and
in accordance with the request of Gecina who did not wish to take the control, indirectly, certain companies in the diversification of the Group Eurosic does not correspond to his strategy, the disposal of Eurosic to Batipart of all of its interests, direct and indirect, in (i) Eurosic Lagoon, (ii) Eurosic Investment Spain, (iii) Eurosic Management Spain and (iv) SNC-Kind Accommodation 1 at a price of 463 million euros. These assignments will be made on the basis of the same implied premium on the value of the portfolio as that offered by Gecina, corrected of the transfer tax related to these disposals
The sale of the companies, diversification of Eurosic to Batipart will remain subject to the approval of the Board of Directors of Eurosic newly composed following the closing of the acquisition of the securities to Eurosic by Gecina.
Signature of a memorandum of cooperation between Gecina and Eurosic and appointment of the independent expert
The Board of directors of Eurosic[4] took knowledge of the terms of the transaction initiated by Gecina and confirms the strategic interest of the merger between the two companies centered on office buildings in Paris. He was in favour of the principle and its terms will be subject to the review of an independent expert, in accordance with the market regulations. The reasoned opinion on the public offer for Gecina will be given by the Council once it is formally filed with the Autorité des marchés financiers.
The Board of directors has decided to appoint the firm Ledouble as an independent expert whose task will be to confirm (i) the fairness of the terms of the disposals of participating interests in companies diversification by Eurosic to Batipart and the absence of rupture of equal treatment of the shareholders of Eurosic result of these disposals, and (ii) the fairness of the terms of the public offer of purchase and exchange (including any mandatory withdrawal).
Filing of a draft public offer of purchase and exchange by Gecina on securities Eurosic
Subsequent to the acquisition of securities in Eurosic and in accordance with the provisions of article 234-2 of the general regulations of the Autorité des marchés financiers, Gecina will be required to file a draft public offer for the securities of Eurosic. The shareholders of Eurosic will have the option of making their actions or their OSRA (ex-coupon) :
to a public purchase offer at a price of 51.0 eur, or ;
to a public exchange offer for shares in Gecina on the basis of 7 shares Gecina to be issued for 20 shares or OSRA Eurosic
The proposed price 51.0 euros per share represents a premium of 27% on the average 3-month price weighted by the volumes, to June 20, 2017, and the parity of the branch exchange mentioned above, showing a premium of 14% over the same period.
On the basis of the preliminary reports of real estate experts, Eurosic is anticipating a increase in the value of its assets outside the Lagoon of the order of 6% at June 30, 2017, or about 325 million euros in share of detention. The final figures will be brought to the attention of the market on the 26 July 2017 at the announcement of the interim results.
This appreciation in value is due to the achievements leasehold of the group on the 1st half, the good performance of the rental market in general, to the advancement of development operations and the continued compression in capitalization rates on apartment buildings, particularly in Paris.
By the way, on the basis of the current scope and activity of Eurosic for the 1st half of 2017, the Net Profit EPRA diluted for the first six months and for the year 2017 should be at least equal to those of 2016, respectively, to 1.05 euros and 2.50 euros per share.
In accordance with the provisions of article 231-19, 4° of the general regulations of the Autorité des marchés financiers, the Board of Directors of Eurosic will meet, subsequent to the filing of the public offer of purchase and exchange, in order to decide on the interest of the offer and the consequences thereof for Eurosic, its shareholders and its employees.
Yan Perchet, Director-General of Eurosic says :
“Eurosic has been known since the evolution of its shareholder base, there are now 6 years, a phase of exceptional growth, particularly of its parisian heritage, which could not have been completed without the involvement of all employees in the group, those of origin and all those who have joined us since. I would like to thank them. Today the offer of Gecina allows us to participate in the creation of a land european leader in the office market, centred mainly on Paris and the Ile-de-France. For us it is a very nice result”
About Eurosic
Eurosic is a real estate investment company listed (SIIC), which manages an estate valued at close to 7.7 billion euros at the end of December 2016, consisting mainly of offices, located in Paris, in the paris region and in large regional cities.
The action Eurosic is a listed company at Euronext Paris – Compartment A under the ISIN code FR0000038200.
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