AFFINE (EPA:IML) - Merger agreement signed between Affine RE and Société de la Tour Eiffel
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Paris, 8 November 2018, 6.00 p.m.
Merger agreement signed between Affine RE and Société de la Tour Eiffel
Société de la Tour Eiffel ("STE") and Affine RE ("Affine") have signed today
the agreement pertaining the planned merger by absorption of Affine by STE as
announced on 28 September 2018. This operation will be submitted to the
Extraordinary General Meetings of Shareholders of both companies that will be
scheduled on 18 December 2018, for the merger to take effect on the same date.
The agenda along with draft resolutions for the General meetings will be
published in the BALO (French bulletin of mandatory legal notices) in the
The merger parity is set at one STE share for three Affine shares. The
independent merger auditors, the firms Ledouble represented by Ms. Agnès
Piniot, and Finexsi represented by Mr. Olivier Peronnet, appointed by decision
of the President of the Commercial Court of Paris, will prepare the statutory
reports on the merger and the value of the contributions. These reports along
with all documents relating to the planned merger will be made available to
The merger is subject to the following conditions precedent:
* registration by the AMF (French Regulator) of the information document
intended for shareholders (Document E);
* decision by the AMF stating that there is no requirement to file a buyout
offer pursuant to article 236-6 of the AMF's General Regulations, with all
claims extinguished before the Extraordinary General Meeting of STE
Shareholders convened to approve the merger;
* approval of the merger and the resulting loss of double voting rights by the
Special Meeting of Affine Shareholders that hold double voting rights;
* approval of the merger by the Extraordinary General Meetings of Affine and
STE Shareholders. An information meeting will be held by the end of November.
Warning: This press release is being issued for information purposes
exclusively. It does not constitute a public offer to sell or the solicitation
of a public offer to buy securities in France or in any other jurisdiction. The
securities mentioned in this press release will not be subject to any public
offer or promotional solicitation.
The securities referred to in this press release are not being offered for sale
in France in the context of a private placement within the meaning of article
L. 411-2-II of the French Monetary and Financial Code.
No assurance is given regarding the information contained in this press
release, its completeness, its accuracy or its reasonableness. The information
contained in this press release may change in line with the aforementioned
merger documents and in particular Document E. Accordingly, any obligation or
undertaking to update, review or modify any information contained in this press
release is excluded.
Affine is a property company specialising in commercial real estate. At the end
of June 2018, it directly owned 41 buildings with a total value of EUR588,
(excl. transfer taxes) for a total surface area of 248,400 sqm. The Company
owns office properties (72%), retail properties (22%) and warehouses and
industrial premises (6%). Its assets are distributed more or less equally
between Ile-de France and other regions in France.
Affine is also the major shareholder (49.5%) of Banimmo, a Belgian property
repositioning company with operations in Belgium and France. At the end of June
2018, Banimmo had total assets of 9 office and commercial buildings, with a
value of EUR143m (transfer taxes included).
Total Group assets are EUR769m (including transfer taxes).
In 2003, Affine opted for French real estate investment trust (SIIC) status.
Affine's shares are listed on Euronext Paris (Ticker: IML FP/BTTP.PA; ISIN
code: FR0000036105). It is included in the CAC Mid&Small, SIIC and IEIF
indexes. Banimmo is also listed on Euronext.
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