FREY up to 99.9 M to finance its portfolio of projects
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Modification of the composition of the Board of directors
FREY (Euronext Paris : FREY ISIN FR0010588079, land development specializing in shopping centers, open-air, today announces the success of its capital increase in cash with maintenance of preferential subscription right of its shareholders (AMF visa n°17-162 of the April 13, 2017).
Antoine Frey, President and ceo, said : “I would like to thank the shareholders, historical and new, for the confidence they show in the ambitious growth strategy of the land.
The diversity of ownership of Frey, both entrepreneurial and institutional, is a guarantee of dynamism and solidity for the Group.
This successful operation will ensure that the proportionate share in equity of the funding of the significant portfolio of projects under development, including two large-scale redevelopment of commercial areas of the entrance to town, Strasbourg, and Montpellier, and the deployment of our Shopping Promenade. This new generation of shopping malls to open-air offers consumers the places for living and shopping conducive to the sharing of a human experience “increased,” responds to the need of repair urban inputs from the city and offers brands an alternative to development, rents and charges contained “.
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At the end of the subscription period, which ended may 3, 2017, the capital Increase was subscribed to in full, for a total gross (including issuance premium) of 99 928 125 euros, representing 3 506 250 new shares :
3 378 947 new ordinary shares have been subscribed as of right, representative 96,37 % of the new ordinary shares to be issued ;
The application reducible focused on 42 125 new ordinary shares, representing 1,20 % of the new ordinary shares to be issued, and has been fully allocated ;
In addition, Predica and AG Finance also agreed, as collateral, respectively 42 589 and 42 589 new ordinary shares have not been the subject of an underwriting commitment and are not subscribed during the subscription period, representing, respectively, to 1.21% and 1.21 % of the new ordinary shares to be issued, in accordance with their initial commitments.
In accordance with their subscription commitments detailed in the prospectus having received the visa n°17-162 dated as of April 13, 2017 the Authority for the financial markets, Firmament Entries, Predica, AG Finance, EFFI-Invest II (the ” Principal Shareholders “), as well as the companies, Cardif Assurance Vie and Sogecap (the ” New Investors “) have confirmed their full support to the Company on the occasion of the capital increase by exercising, irreducible, all of their preferential rights of subscription.
At the end of the completion of the transaction, Firmament Entries, Predica, AG Finance, EFFI-Invest II, Cardif Assurance Vie and Sogecap will hold respectively 36,81 %, 17,85 %, 17,85 %, 9,33 %, 5,48 % and 5.48 % of the share capital of the Company.
The settlement-delivery as well as the admission to trading of the new shares on the regulated market Euronext Paris will occur on may 12, 2017.
The new shares will bear dividend rights from 1 January 2016 and will give the right to the dividend that will be adopted during the vote at the next general assembly in respect of the year ended December 31, 2016.
They will be traded on the same listing line as the existing shares (ISIN FR0010588079) and immediately assimilated to the existing shares of the Company.
In addition, the share capital will be increased from 21 515 625 30 281 250 and is divided into 12 112 500 shares of 2.50 nominal value each.
BNP Paribas and Credit Agricole Corporate and Investment Bank acted as lead-Managers and Levels of Book Associated. Firms FONTAINE MITRANI and De Pardieu Brocas Maffei acted as legal counsel to the issuer and the lead managers.
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As a result of the success of the capital increase and in accordance with the commitments arising from the shareholders detailed in paragraph 10.5 of the prospectus, the Board of directors has proceeded this day to the cooptations of the company Firmament Investments, Mr. Thomas Riegert, the company Cardif and the company Sogecap as new directors, following the resignations of Mr. Nicholas Urban, Madame Aude Frey, Mr. Francois Vuillet-Petite, Madame Valérie Pancrazi , Mr. Gilles Emond and Madame Magali Indigo. The next General Meeting of the Company will be invited to ratify these cooptations.
The Board of directors is now composed of ten members (instead of twelve previously), and distributed as follows :
– five directors appointed among the candidates proposed by the Firmament Entries : Mr. Antoine Frey, Firmament Participations represented by Mrs Aude Frey, Jean Pierre Cédelle, Mr. Jean-Noël Dron, Mr. Thomas Riegert ;
– a director appointed from among the candidates proposed by AG Finance : Re-Invest, represented by Mrs. Brigitte Gouder de Beauregard,
– a director appointed from among the candidates proposed by Predica : Predica, represented by Mrs Magali Indigo,
– one independent director appointed from among the candidates proposed by Sogecap : Sogecap, represented by Mr. Yann Briand,
– one independent director appointed from among the candidates proposed by Cardif Life Insurance Cardif Life Insurance, represented by Ms. Nathalie Robin,
– and one independent director chosen by the other directors unanimously : Mr. Jean Lavieille.
Finally, the Board of directors will propose to the next General Meeting to amend the articles of association of the Company in order to allow the designation of non-voting directors on the Board of directors, it being specified that in accordance with the commitments arising from the shareholders mentioned above, a censor will be appointed among the candidates proposed by AG Finance, and a censor will be appointed among the candidates proposed by Predica.
About the land FREY
Established in 1983, FREY is a land development specializing in shopping centers, open air, new generation. His model of growth virtuous is based on the complementarity of its two major activities : Investor/Manager and Planner/Developer.
FREY offers friendly places, with the mixing of shopping and leisure activities in areas which are less fuel efficient, under the concept of Shopping Promenade® or Greencenter®.
By its unique expertise, FREY became a leader of the French recognized on this asset class is resilient, the market is deep (extension, renovation, redevelopment) and in perfect adequacy with the expectations of consumers, brands and communities.
The land FREY is listed on compartment B of Euronext Paris. ISIN : FR0010588079 – Mnemo : FREY.
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