TERREÏS launches a €96,3 million rights issue through free allotment of warrants to existing shareholders
As announced on 10 January 2011, TERREÏS, a real estate property company, the corporate purpose of which is to invest in, hold, operate and manage assets mostly MADE up of small and medium-sized offices and shops on the ground floor of buildings in France, is launching a rights issue through free allotment of warrants to existing shareholders for an amount 96 316 249 euros.
This capital increase is intended to support future growth projects of the Company and to strengthen the FINANCIAL structure with a view to future investments, the objective being rapidly to reach €1bn of property. Furthermore it should serve to enhance its stock market status by a significant enlargement of its floating shares and increased liquidity.
I. Right issue main parameters
The TERREÏS' right issue will be realized through free allotment of warrants to existing shareholders (i) at the rate of one Equity Warrant per ordinary share recorded in the accounts at the end of the accounting day of the 27 January 2011 and (ii) at the rate of one Equity Warrant per preference share (“action de préférence”) registered in the accounts following the accounting day of 27 January 2011.
The Equity Warrants may be exercised from 28 January to 8 February 2011 inclusive. The Equity Warrants will be admitted to trading on the NYSE regulated market of Euronext in Paris from 28 January to 8 February 2011, inclusive, admitted to trading on euroclear France and identified under isin code FR0011000124.
2 (two) Equity Warrants will give the right to subscribe 1 (one) New Share ("New Share"), for a subscription price of 11.50 euros per share (the "Exercise Price of the Equity Warrants"), each New Share having a par value of €3, i.e. an issue premium of €8.50 per New Share. The New Shares will give entitlement to a dividend from 1 January 2011.
8.375.326 New Shares might be issued upon exercise of the totality of the 16.752.242 Equity Warrants (corresponding to the total number of Equity Warrants issued, after deduction of the 1 590 Equity Warrants attributable to treasury shares and which will be cancelled).
Warrants that have not been exercised by the end of the exercise and listing period, i.e. at the latest on 8 February 2011 inclusive, will automatically be repurchased from their holders at the price of €0.01 per Equity Warrant, in accordance with Article L.228-102 of the French Commercial Code, by the Company, acting as agent (pursuant to article L.132-1 of the French Commercial Code), in its own name but on behalf of Crédit Agricole Corporate and Investment Bank.
The Repurchase Price will be paid on 18 February 2011 (at the latest) to the financial intermediaries holding the securities accounts of the holders of Repurchased Equity Warrants.
The New Shares issued upon exercise of the Repurchased Equity Warrants will be subject to a private placement with institutional investors, in and outside of France, with certain restrictions. The placement will be open from 28 January to 15 February 2011. It may be closed early without prior notice. The Placement will be carried out at the set price of €11.50 per New Share corresponding to the Exercise Price of the Equity Warrants.
The Issue is subject to an underwriting and placement agreement entered into by the Company, Crédit Agricole Corporate and Investment Bank and Ovalto Investissement. Under the terms of the underwriting and placement agreement, Crédit Agricole Corporate and Investment Bank has undertaken to exercise the totality of the Repurchased Equity Warrants. The New Shares that have not been placed by the Banks within the framework of the Placement will be sold at the date of settlement delivery at the Exercise Price of the Equity Warrants by Crédit Agricole Corporate and Investment Bank to Ovalto Investissement, in accordance with a repurchase undertaking taken by Ovalto Investissement towards Crédit Agricole Corporate and Investment Bank.
II. Financial service of shares
The security and financial services for the Company shares are insured by CACEIS Corporate Trust, 14 rue Rouget de l’Isle, 92862 Issy-les-Moulineaux Cedex 9.
III. Information for the public
The prospectus approved by the Autorité des Marchés Financiers (the “AMF” the French Securities Regulator) under No. 11-025 on 26 January 2011 is available free of charge at the registered office of TERREÏS, 24, avenue Aristide Briand, 92160 Antony, France, from Crédit Agricole Corporate and Investment Bank and from Invest Securities, on the Company’s website (www.terreis.fr) and the website of the AMF (www.amf-france.org).
The prospectus consists of :
- the reference document of TERREÏS filed with the AMF on 22 June 2010 under No R.10-048,
- the update of the Reference Document filed with the AMF on 10 December 2010 under No D.10-0295-A01,
- the document filed with the AMF under No E. 10-082 on 10 December 2010,
- the second update of the Reference Document filed with the AMF on 26 January 2011 under No D.10-0295-A02,
- the offering memorandum (which includes a summary).
TERREÏS draws the attention of investors to the risk factors section in the prospectus approved by the AMF.
Lead manager and Bookrunner : Crédit Agricole Corporate and Investment Bank
Co-Lead Manager : Invest Securities
Next periodic publication : FY 2010 results, March 23th 2011.
Contact : Emmanuel Pineau, Deputy Managing Director of OVALTO Investissement
Tél : +33 (0)1 82 00 95 01
About TERREÏS (www.terreis.fr)
TERREÏS is a property company with a portfolio of small and medium-sized offices and commercial premises, mainly in central locations in Paris and major cities throughout France. TERREÏS has been listed in Compartment C of the NYSE Euronext market in Paris since December 2006, and adopted listed property company status (régime des sociétés d’investissement immobilier cotées, or SIIC) from 1 January 2007. The stock was added to the sbf 250 Index in September 2010.
ISIN code : FR0010407049 – Stock symbol : TER
This document does not constitute and shall not be considered as a public offer, an offer to subscribe or as intended to solicit the public's interest for a public offer.
This document does not constitute an offer nor an invitation to buy or subscribe for securities, and its contents do not constitute, nor serve as a basis for a contract, commitment or decision to invest in any such offer or solicitation, in the USA or any other countries, including Canada, Australia, the United Kingdom, Italy and Japan.
The securities of TERREIS have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any State thereof and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. No public offering of any securities of TERREIS is being made or will be made in the United States. The TERREIS securities are being offered and sold only outside the United States in an offshore transaction in reliance on Regulation S under the Securities Act.
This document is for distribution only to persons who (A) are outside the United Kingdom, or (B) are qualified investors as described in section 86(7) of the Financial Services and Markets Act 2000 and (i) have professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), or (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc”) of the Order (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons.
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