This press release must not be published, forwarded or distributed, directly or indirectly, on the territory of the United States of America, Canada, Australia or Japan.
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This press release does not constitute an offer of securities or solicitation to purchase or subscribe securities in the United States of America or any other country. Securities may not be offered, subscribed or sold in the United States of America only pursuant to a registration under the U. S. Securities Act of 1933, as amended (the ” U.s. Securities Act “), or in the context of an exemption from this registration requirement. The securities SCBSM have not been and will not be registered under the U.s. Securities Act and SCBSM does not intend to make any public offering of its securities
Paris, may 10, 2017 SCBSM, a property listed on the Euronext Paris, launched today an issuance of Bonds Repayment option in Cash and/or New Shares and/or Existing (ORNANE) (the ” Bonds “) in a private placement of a maximum nominal amount of approximately 20 Million.
The Bonds will bear interest at an annual nominal rate of 2.5%, payable semi-annually in arrears on may 15 and November 15 of each year (or the following business day if any such date is not a business day), and for the first time on 15 November 2017.
The nominal value of the Bonds will bring out a premium maximum of about 30% compared to the reference price of the[1] action SCBSM on the regulated market of Euronext in Paris.
The Bonds will be issued at par no later than may 15, 2017, the scheduled date of settlement-delivery of the Bonds and will be redeemed at 105% of par on may 15, 2023 (or the following business day if such date is not a business day).
The determination of the final terms of the issue is expected no later than Thursday, may 11, 2017.
The issuance of the Bonds is to reduce the average cost of funding (up 3.30 per cent at 31 December 2016) and a longer debt maturity (4.2 years), while diversifying the sources of funding.
Early redemption of the Bonds at the option of the Company
The Bonds may be subject to early repayment at the initiative of the Company under certain conditions and in particular in the following cases :
At any time, for any or part of the Obligations, without limitation as to price or quantity, by repurchases on the stock exchange or off market or by tender of the redemption or exchange ;
As of may 15, 2020 (excluded) and up to the date of repayment normal, for all of the Bonds outstanding, subject to a prior notice of at least 40 trading days, by redemption at par plus accrued interest since the last interest payment date up to the date fixed for the prepayment, if the arithmetic average, calculated over 20 consecutive trading days among the 40 preceding the publication of the notice of prepayment, products of the first quoted prices of the share SCBSM observed traded on Euronext Paris and the conversion ratio in effect on each date exceeds 130% of the nominal value of Bonds ;
At any time, for all outstanding Bonds subject to a notice period of at least 40 trading days, by redemption at par plus accrued interest, if their number remaining outstanding is less than 10% of the number of Bonds issued initially.
Prepayment of the Bonds at the option of the holders of Obligations in the event of a change of control
In the event of a Change of Control, any holder of Obligation may, at its option, request early redemption in cash of part or all of the Obligations which he will be owner at a price equal to the par amount plus accrued interest.
The right to the allotment of shares
The Bond holders will have a right to the allocation of shares that they may exercise at any time on or after may 15, 2020 (excluded) and until the 29th trading day (included) preceding the date of the normal redemption or prepayment, subject to certain exceptions.
The conversion rate of the Bonds is 1 share for 1 the Obligation subject to subsequent adjustments.
In the case of the exercise of the right to the allotment of shares, the bondholders will receive at the option of the Company either solely an amount in cash, or a combination of cash and shares SCBSM new and/or existing, or only of the shares SCBSM new and/or existing. The shares SCBSM new and/or existing possibly discounts will be enjoyment of the current one.
Dilution
As an illustration, in considering an issuance of convertible bond of a maximum amount of about 20.5 M, a nominal value of the Bonds to account for 7.76 (calculated on the basis of the reference price equal to the closing price of may 9, 2017, or 5,97 , plus the issuance premium of 30%), the dilution would be 20% if the Company elects to rely solely of new shares, and 4.62% if the Company elects to settle the par value of the Bonds in cash and settling in the new shares the difference between the conversion value of the Bonds and their face value (assuming a conversion value of 10,09 corresponding to 130% of the nominal value of the Bonds, the threshold from which the Company can exercise its option of early repayment of the Bonds, and which corresponds to an increase of 69% on the share price compared to the reference price).
Intentions Commitments
The shareholders members of the Board of directors of the Company have expressed their intention not to subscribe to this issue.
In the context of the issue, the Company is committed for a period of 90 calendar days from the date of settlement and delivery, not to conduct further issuances of securities, subject to certain exceptions.
Legal framework for issuance Placement Admission to trading on the Free Market of Euronext Paris
The issuance of the Bonds will be carried out without preferential subscription rights nor priority subscription period to shareholders under the 21st resolution of the combined general Meeting of December 18, 2015 in the framework of which the shareholders had decided to waive their preferential subscription right to the Bonds.
The Obligations will only be the subject of a private placement in France and outside of France (with the exception of the United States of America, Canada, Australia and Japan) to persons referred to in article L. 411-2-II of the French monetary and financial Code.
The Obligations will be the subject of an application for admission to trading on the Free Market of Euronext Paris. The admission to trading of the Bonds is expected no later than may 15, 2017.
This issue is managed by Octo Finance as lead Manager and bookrunner Unique.
Accessible Information
The offering of the Bonds shall not give rise to the establishment of a prospectus subject to the visa of the Autorité des marchés financiers (the” AMF “).
Detailed information on SCBSM, including those related to its activity, its results, its prospects, and the factors corresponding risks contained in the reference document of SCBSM filed with the AMF on 28 October 2016, under number D. 16-0934 (the ” Reference Document “) which is available, without charge, at the registered office of SCBSM, 12, rue Godot de Mauroy 75009 Paris, France and on the website of SCBSM (www.scbsm.fr). Other regulated information and all press releases SCBSM are available on the website of the Company (www.scbsm.fr).
SCBSM attracts the attention of the public on the risk factors set out on pages 40 to 49 of the Reference Document.
Important Information
This press release does not constitute an offer of subscription and the offering of the Bonds will not constitute a public offering in any country including in France.
About SCBSM :
SCBSM is a property listed on the Euronext in Paris (FR0006239109 – CBSM) since November 2006. The real estate assets of the Group, excluding development projects and minority interests, amounted, as at December 31, 2016, to more than 320 M, of which about 50% in Paris CBD. SCBSM features of the SIIC statute and is part of the indices IEIF Foncières and IEIF Immobilier France. More information on www.scbsm.fr.
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