Cegereal launches a share capital increase with preferential subscription rights for an amount of approximately €80 million

Paris, October 1, 2018 - 8:00 a.m.
Permanent information

CeGeReal launches a SHARE capital increase with preferential subscription rights for an amount of approximately €80 million TO FINANCE A PORTION OF ITS CONTEMPLATED REAL ESTATE PROPERTY ACQUISITION

• Subscription ratio: 1 new share for 6 existing shares
• Subscription price: €35.85 per new share
• Rights trading period: from 3 October 2018 to 11 October 2018 inclusive
• Subscription period: from 5 October 2018 to 15 October 2018 inclusive

Cegereal (the "Company") announces today the launch of a share capital increase by way of an offering of new shares of the Company (the "New Shares") with shareholders' preferential subscription rights of approximately €80 million (the "Capital Increase").

The proceeds of the Capital Increase will be used to finance part of the Company's acquisition of the Passy Kennedy building (for an amount of €218 million), announced on 18 September 2018. The entire balance of the acquisition price will be financed by a bank loan of an amount of approximately 145 million euros in order to cover costs related to the acquisition and expenses related to the Passy Kennedy building.

• Main terms of the Capital Increase

The Capital Increase will take place through the allocation of preferential subscription rights to the benefit of existing shareholders and will result in the issuance of 2,228,750 New Shares.

Each shareholder of Cegereal will receive one preferential subscription right for each share it holds as of the close of trading on 2 October 2018. The subscription price for the New Shares has been set at €35.85 per share (i.e. a nominal value of €5 and an issue premium of €30.85). The subscription ratio is 1 new share for 6 existing shares. The subscription price represents a 3.11% discount to the closing price of the Company's shares on 27 September 2018 (€37.00) and a 2.68% discount to the theoretical ex-right price (TERP).

Reducible subscriptions (à titre réductible) will be accepted but remain subject to reduction in the event of oversubscription. New Shares that will not be subscribed on an irreducible basis (à titre irréductible) will be distributed and allocated among the holders of preferential subscription rights having submitted additional subscription on a reducible basis (à titre réductible).

The Capital Increase will be open to the public only in France.

Société Générale is acting as Sole Global Coordinator and Bookrunner of the transaction, and BNP Paribas as Co-Bookrunner.

• Subscription commitments of the main shareholders

Northwood Investors and GIC, holding respectively 7,405,494 shares (i.e. 55.38% of the share capital of the Company) and 3,343,125 shares (i.e. 25.00% of the share capital of the Company ) in the Company, have respectively undertaken to exercise all of the preferential subscription rights allocated to them on the basis of the existing shares they respectively hold and irrevocably commit to subscribe by means of orders on a reducible basis (à titre réductible) for maximum amounts of €10,801,462.60 and €4,876,281.15 respectively.

Those subscription commitments represent 100 % of this Capital Increase.

The Company is not aware of the intentions of its other shareholders or members of its administrative bodies in relation to the Capital Increase.

• Company's lock-up

The Company has agreed to a lock-up expiring 90 calendar days following the settlement and delivery date of the New Shares, subject to certain customary exceptions.

• Indicative timetable of the Capital Increase

The subscription period will be open from 5 October 2018 to 15 October 2018 (inclusive) to the holders of existing shares recorded in their securities account at the end of the accounting day of 2 October 2018 (the "Subscription Period").

The preferential subscription rights will be listed and traded on the regulated market of Euronext in Paris (ISIN: FR0013368750) from 3 October 2018 to 11 October 2018 (inclusive). The preferential subscription rights not exercised before the end of the Subscription Period, i.e., the close of business on 15 October 2018, shall automatically become null and void.

Settlement and delivery and start of trading on the regulated market of Euronext in Paris (Segment B) of the New Shares will take place on 25 October 2018. The New Shares, which will carry dividend rights and will entitle their holders to any dividends declared by the Company from the date of issue, will be fully fungible with the Company's existing shares and will be traded under the same ISIN code as the Company's existing shares, ISIN code FR 0010309096.

• Information available to the public

The Company has published a French language prospectus (the "Prospectus"), which has received the Autorité des marchés financiers ("AMF") visa n°18-462 on 28 September 2018, comprising (i) the registration document (document de référence) of the Company filed with the AMF on 28 March 2018 under number D.18-0188, (ii) the interim financial report as of 30 June 2018 (rapport financier semestriel) and (iii) a securities note (note d'opération) (including a summary of the prospectus).

Cegereal draws the public's attention to the risk factors included in pages 88 to 90 of the registration document, in pages 20 to 21 of the interim financial report and in chapter 2 of the securities note (note d'opération).

Hard copies of the French language Prospectus are available free of charge at the Company's headquarters, located at 42 rue de Bassano, 75008 Paris. The French language Prospectus is also available on the Company's website (www.cegereal.com) and on the AMF's website (www.amf-france.org).

Potential investors are advised to read the entire Prospectus and to consider carefully before deciding whether to invest in the New Shares. Should all or any part of these risk factors materialize, the Company's and the group's businesses, financials, results or abilities to reach guidance may be negatively affected.

For more information, contact:

About Cegereal

Created in 2006, Cegereal is a commercial property company that invests in prime office properties in Greater Paris. The portfolio's appraisal value is estimated at €1,174 million at 30 June 2018. 
From an environmental point of view, Cegereal's portfolio is fully certified with NF HQE^TM Exploitation and BREEAM In-Use International certification, and benefits from the "Green Star" rating in the international GRESB benchmark.
Cegereal is a REIT listed on Euronext Paris since 2006, in compartment B (ISIN: FR0010309096). The Company had a market capitalization of €495 million on 28 September 2018.

Disclaimer

This press release and the information contained herein do not constitute either an offer to sell or the solicitation of an offer to purchase the Company's securities.

The release, publication or distribution of this press release in certain jurisdictions may be restricted by laws or regulations. Therefore, persons in such jurisdictions into which this press release is released, published or distributed must inform themselves about and comply with such laws or regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The information contained in this announcement is for background purposes only and does not purport to be full or complete and no reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Any purchase of securities should be made solely on the basis of the information contained in the prospectus issued by the Company.

European Economic Area

The offer is open to the public in France.

With respect to each Member State of the European Economic Area other than France which has implemented the Prospectus Directive (the "Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring a publication of a prospectus in any Member State. As a result, the preferential subscription rights, the new shares or other securities of the Company may only be offered in Member States:

1. to any legal entity which is a qualified investor as defined in the Prospectus Directive ;
2. to fewer than 150 natural or legal persons (other than qualified investors as defined by the Prospectus Directive) in each Member State; or
3. in any other circumstances falling within Article 3(2) of the Prospectus Directive.

and provided that no such offer of securities referred to in (a) to (b) above shall require the Company or Société Générale or BNP Paribas to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision (i) the expression an "offer of securities to the public" in relation to any securities in any Relevant Member State which has implemented the Prospectus Directive (as defined below) means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (ii) the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive), and includes any relevant implementing measure in the Relevant Member State and (iii) the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

These selling restrictions with respect to Member States apply in addition to any other selling restrictions which may be applicable in the Member States who have implemented the Prospectus Directive.

United Kingdom

This  press release is distributed only to, and directed only at, "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) persons falling within Article 49(2) (a) to (d) of the Order (high net worth entities, non-registered associations, etc.) (all such persons being referred to as "Qualified Persons"). This press release is directed only at Qualified Persons. Any investment or investment activity applies to, and may only be made by, Qualified Persons. In the United Kingdom, any investment activity to which this press release relates is only available to, and will be engaged in only with, Qualified Persons. Any person who is not a Qualified Person shall not act or rely on this press release or on any information contained herein.

United States

This document does not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for securities in the United States. The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US. Securities Act"), and may not be offered, subscribed or sold in the United States absent registration or an applicable exemption from registration requirements. The shares of the Company have not been and will not be registered under the US. Securities Act and the Company does not intend to register any portion of the proposed offering in the United States or to conduct a public offering in the United States.

Canada, Australia and Japan

The new shares and the preferential subscription rights may not be offered, sold or purchased in Canada (subject to certain exceptions and pursuant to procedures set out by the Company), Australia or Japan.

In connection with any offering of the securities referred thereto, Société Générale, BNP Paribas and any of their affiliates, may take up as a principal position any securities and in that capacity may retain, purchase, sell or offer to sell for their own accounts such securities and other related securities. In addition, they may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they may from time to time acquire, hold or dispose of Securities. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

Société Générale and BNP Paribas are acting for the Company and no one else in connection with the offering of securities and will not regard any other person as their clients nor be responsible to any other person for providing the protections afforded to any of their clients or for providing advice in relation to any offering of the securities nor for providing advice in relation to the offering of securities, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

None of Société Générale, BNP Paribas nor any of their affiliates, directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.