AFFINE (EPA:IML) Planned Merger by Absorption of AffiParis by Affine

Transparency directive : regulatory news

25/09/2012 20:00

Paris, 25 September 2012, 08:00 p.m.

              Planned Merger by Absorption of AffiParis by Affine

The Affine and AffiParis Boards of Directors meetings of 25 September 2012
approved the terms and conditions of the merger by absorption of AffiParis by
Affine as well as the terms of the draft merger treaty and in particular, the
exchange ratio of 0.46 Affine share for one AffiParis share, i.e. for instance
23 Affine shares for 50 AffiParis shares. This parity is considered fair in the
fairness opinion drawn up by independent expert Ricol Lasteyrie, acting at the
request of AffiParis.

This transaction is in line with the Affine group's efforts to streamline its
structure and cut operating costs, and will allow the minority shareholders of
AffiParis to receive, in exchange for their securities, Affine shares which
offer greater visibility, much more liquidity and generate higher yield.

Mr. Didier Kling and Mr. Jacques Potdevin, the contributions and merger
auditors, were appointed by an ordinance issued by the Presiding Judge of the
Paris Commercial Court. The draft merger treaty will be filed at the registry
of the Paris Commercial Court.

In anticipation of this transaction, the liquidity contract on AffiParis shares
was suspended after the closing on 24 September 2012.

In early December 2012, the transaction will be subject to approval by the
extraordinary general meetings of shareholders of each of the companies. The
transaction will be described soon in a press release drafted in accordance
with the provisions of Article 12 of Financial Markets Authority (Autorité des
Marchés Financiers) Instruction No. 2005-11 of 13 December 2005.

In addition to the approval of the transaction by the general meetings of
Affine and AffiParis, the completion of the transaction is contingent on the
confirmation by the Financial Markets Authority, pursuant to the provisions of
Article 236-6 of its general regulations (Règlement Général), that it will
not result in the prior implementation of a buy-out offer (offre publique de
retrait).

Affine currently holds 87.7% of AffiParis' capital and approximately 87.9% of
its voting rights.

About the Affine Group

Affine is a property company specialising in commercial property. At the end of
June 2012, and in partnership with its subsidiary, AffiParis, they owned and
managed 65 buildings with a total value of EUR702m, inclusive of taxes, spread
over a total surface area of 524,000 sqm. The company owns office property
(60%), commercial property (11%) and warehouses (28%). Its business activity is
evenly divided between the l'Ile de France (Paris region) and the other French
regions.

Affine is the reference shareholder of Banimmo (49.5%), the Belgian
repositioning property company present in Belgium, France and Luxembourg, and
of Concerto European Developer, a subsidiary specialising in organising
development operations in logistic property.

In 2003, Affine adopted the special tax treatment applicable to French real
estate investment trusts (SIIC). The Affine share is listed on NYSE Euronext
Paris (Ticker: IML FP / BTTP.PA; ISIN code: FR0000036105) and admitted to the
deferred settlement service (long only). The Affine share is included in the
CAC Mid&Small, SIIC IEIF and EPRA indices. AffiParis and Banimmo are also
listed on NYSE Euronext. www.affine.fr

About AffiParis
Specialising in commercial property in Paris, particularly office property,
AffiParis holds assets comprising, at the end of June 2012, 10 buildings with
an estimated value of EUR207m and a total surface area of 39,000 sqm.

AffiParis adopted the special tax treatment applicable to French real estate
investment trusts (SIIC) in 2007. The AffiParis share is listed on NYSE
Euronext Paris (Ticker: FID FP / FID.PA; ISIN code: FR0010148510).

Contact
INVESTOR RELATIONS                  PRESS RELATIONS
Frank Lutz                          Watchowah - Cyril Levy-Pey
+33 (0)1 44 90 43 53 -              +33 (0)6 08 46 41 41 -
frank.lutz@affine.fr                levy-pey@watchowah.com

  SOCIÉTÉ ANONYME (PUBLIC LIMITED COMPANY) WITH CAPITAL OF 53,100,000 EUROS -
               REGISTERED OFFICE: 5 RUE SAINT-GEORGES, 75009 PARIS
      TEL.: 01 44 90 43 00 - FAx: 01 44 90 01 48 - EMAIL: INFO@AFFINE.FR
          712 048 735 RCS PARIS - INTRACOMMUNITY VAT NO. FR92712048735

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