BENI STABILI SPA BENI STABILI SIIQ: ANNEX TO THE PRESS RELEASE ISSUED TODAY

Transparency directive : regulatory news

20/04/2018 10:36

PRESS RELEASE

Paris, April 20th 2018

                    Contemplated merger with Beni Stabili:
      A major step forward in European strategy and Group simplification

Foncière des Régions and Beni Stabili, its 52.4% owned subsidiary and leading
office REIT in Milan, have initiated discussions regarding a potential business
combination.

Foncière des Régions has submitted a merger proposal to the Board of
Directors of Beni Stabili, on the basis of an exchange ratio of 8.5 Foncière
des Régions shares per 1,000 Beni Stabili shares (ex-2017 dividend
distribution).

Foncière des Régions intends to pursue discussions with Beni Stabili in order
to review the terms and conditions of such potential merger. This contemplated
merger would be subject to, in particular, the approval of Beni Stabili's
independent board members committee nominated in the context of a related party
transaction, then by the approval of both companies' Board of Directors, and
the approval by both companies' Extraordinary General Meetings(1).

Depending on status of discussions between Foncière des Régions and Beni
Stabili, the contemplated merger could be completed by the end of 2018.

A new step in the implementation of the strategic plan for Italy initiated in
2015

The merger would be in direct continuation with Beni Stabili's transformation
plan initiated two years ago, and further reinforce Foncière des Régions
investment strategy in Italy, articulated around:

- Refocusing on Milan: exposure to Milan increased by c. 15 points since 2015,
  reaching 64% of portfolio value(2), while exposure to Telecom Italia halved
  to 23%(2),

- Improvement of profitability: financial occupancy rate (excluding Telecom
  Italia) increased to 95.1% as of year-end 2017 from 87.5% as of year-end
  2015,

- Acceleration of development pipeline: with the committed pipeline more than
  doubling since 2015 to reach EUR317 M as of year-end 2017, while total
  pipeline amounts to EUR777 M.

Increased exposure to prime office in Milan, supported by rental market
regained momentum

The office real estate market in Milan has shown regained momentum since last
year (take-up increased by almost 20% between 2015 and 2017 to 347,000 m2 while
prime rents increased by 10%). In addition, change in work habits, as well as
the need to attract and retain talents have incentivise companies to base their
activities in qualitative buildings in terms of location, performance and
services. Thus, more than 2/3 of the take-up was focused on new and refurbished
assets in 2017.

(1) In case the Merger Plan is accepted by the EGMs of both companies, Beni
Stabili shareholders who did not vote in favour of the merger resolution are
entitled to a cash withdrawal right in accordance with applicable law in
Italy
(2) Based on Group Share portfolio value pro-forma for the disposal of 9% stake
in the SICAF owning the Telecom Italia portfolio Sources : C&W, BNP Real Esate

With a unique portfolio of EUR3.5 Bn(3) of which EUR2.1 Bn in Milan, Beni
Stabili is best positioned to take advantage of this growing and evolving
demand.

Simplification as a growth driver

The contemplated merger would be a new step towards Group simplification and
would increase ties between its different divisions. Foncière des Régions
will enhance its position as a leading Pan-European integrated real estate
player, by further strengthening its three strategic pillars:

- Focus on large European capital cities: with an additional EUR1.7 Bn Group
  Share portfolio mainly located in Milan, Foncière des Régions portfolio would
  reach c. EUR15 Bn(4) Group Share (EUR21 Bn at 100%),

- Property developer: capitalizing on the success of its development projects
  and on its EUR690 M pipeline in Milan as of year-end 2017, the group intends
  to further intensify the current dynamic. After the launch of Fastweb
  headquarters project in 2016 (19,000 m2), the delivery of Amundi
  headquarters in 2017 (8,300 m2), and the launch of AON headquarters project
  in 2018 (9,500 m2), more than 5 new development projects are expected to be
  launched in 2018-2019, representing 55,000 m2 and EUR275 M of capex,

- Client centric: while the synergies between Foncière des Régions products
  and activities (Offices, Hotels, Residential) are stronger than ever, the
  merger would help to integrate the teams and share know-how to best serve its
  clients. To this extent, Wellio, the new co- working offer will be rolled-out
  in Milan by 2019, while Italy is also a target for expansion of the Group'
  hotel business, in particular with the upcoming opening of the Meininger
  Hotel in Milan.

Through the contemplated merger, Beni Stabili would become even more proactive
and would benefit directly from Foncière des Régions' financial resources
with a view to accelerate the implementation of its portfolio rotation and real
estate strategy, focusing on prime offices in Milan. The group would remain
actively involved in the regeneration and development of new tertiary zones in
Milan, including for example through the Reinventing Cities project.

Positive financial impacts and further enhanced Capital Markets profile

On the basis of the proposed merger terms and taking into account estimated
synergies of c. EUR5 M, the merger would have a slightly accretive impact of c.
+1% on EPRA Earnings and NAV per share. No material impact is expected on
Foncière des Régions financial structure which would remain solid.

Through the merger, Foncière des Régions market capitalization would increase
by c. EUR700 M(5) to reach over EUR7Bn(5), while the company's free float would
increase by EUR500 M(5) to c. EUR4 Bn(5).

Foncière des Régions intends to shortly mandate an investment service
provider to acquire Beni Stabili shares on the market up to a 60% Foncière des
Régions participation in Beni Stabili share capital (representing a maximum
amount of 171,816,509 Beni Stabili shares), under terms in accordance with
applicable law.

(3) At year end 2017 group share, pro-forma for the disposal of a 9% stake in
the SICAF owning the Telecom Italia portfolio
(4) Estimated at mid-year 2018, including secured investments and disposals in
H1 2018
(5) Based on (i) share price as of 19/04/2018 (FDR: EUR88.30, Beni Stabili:
EUR0.730), (ii) acquisition on the market of Beni Stabili shares by FDR before
the completion to reach 60% of Beni Stabili share capital, and (iii) 100%
straight merger

Attractive contemplated merger for Beni Stabili shareholders

In case of a potential merger with Foncière des Régions, Beni Stabili
shareholders would benefit from a diversified exposure to the main European
real estate markets. In addition, the contemplated merger exchange ratio would
translate into a c. +8% premium to the 3-month VWAP share price exchange
ratio(6) as of 19/04/2018.

The contemplated merger would also translate for Beni Stabili shareholders into
a significantly increased liquidity (free float almost more than six times
larger(5)) and a dividend per share 16%(7) higher than current Beni Stabili
dividend. Foncière des Régions would also seek a dual-listing in Paris and
Milan.

Foncière des Régions will keep the market informed on status of discussions
with Beni Stabili as well as progress made with respect to contemplated merger.

A New Step for Foncière des Régions

In addition to simplifying the group structure, this transaction is a new step
forward in Foncière des Régions European strategy.
In order to fully reflect its Pan-European footprint and be gathered under the
same banner, Foncière des Régions will adopt a new name before summer and
will deploy a new brand in the various countries where it operates.

    A conference call for investors and analysts will be held on April 20th
                              at 2:30 PM CET

(6) Based on 3-month VWAP as of 19/04/2018 of EUR88.19 per share for FDR and
EUR0.693 per share for Beni Stabili, adjusted for 2017 ordinary dividend
distribution of EUR4.50 for FDR and EUR0.033 for Beni Stabili
(7) Based on 2017 dividends of EUR4.50 for FDR and EUR0.033 for Beni Stabili

Appendix 1: Geographic breakdown of GAV Portfolio Group Share - Pre and Post
Transaction(8)

EUR 12.8 Bn

France      53%
Italy       14%
Germany     28%
Rest of Europe 5%

~ EUR 15 Bn

France      45%
Italy       22%
Germany     26%
Rest of Europe 7%

Appendix 2 : Contemplated Timeline

Approval of the Merger Agreement ----------------------------- End of May 2018
Beni Stabili Half Year Results ---------------------------------- 18 July 2018
Foncière des Régions Half Year Results -------------------------- 19 July 2018
Extraordinary General Meetings--------------------------------- September 2018
Capital Markets Day in Milan---------------------------------- 18 October 2018
Merger Completion ------------------------------------------------ End of 2018

Contacts

Press Relations
Géraldine Lemoine
Phone : + 33 (0)1 58 97 51 00
geraldine.lemoine@fdr.fr

Laetitia Baudon
Phone : + 33 (0)1 44 50 58 79
laetitia.baudon@shan.fr

Investors Relations
Paul Arkwright
Phone : + 33 (0)1 58 97 51 85
paul.arkwright@fdr.fr

(8) Estimated at mid-year 2018, including secured investments and disposals in
H1 2018

Foncière des Régions, co-author of real estate stories

As a key player in real estate, Foncière des Régions has built its growth and
its portfolio on the key and characteristic value of partnership. With a total
portfolio valued at EUR21Bn (EUR13Bn in group share), located in the
high-growth markets of France, Germany and Italy, Foncière des Régions is now
the recognised partner of companies and territories which it supports with its
two-fold real estate strategy: adding value to existing urban property and
designing buildings for the future.

Foncière des Régions mainly works alongside Key Accounts (Orange, Suez
Environnement, EDF, Dassault Systèmes, Thales, Eiffage, etc) in the Offices
market as well as being a pioneering and astute operator in the two other
profitable sectors of the Residential market in Germany and Hotels in Europe.

Foncière des Régions shares are listed in the Euronext Paris A compartment
(FR0000064578 - FDR), are admitted to trading on the SRD, and are included in
the composition of the MSCI, SBF 120, Euronext IEIF "SIIC France" and CAC
Mid100 indices, in the "EPRA" and "GPR 250" benchmark European real estate
indices, and in the ESG FTSE4 Good, DJSI World & Europe, Euronext Vigeo (World
120, Eurozone 120, Europe 120 and France 20), Oekom, Ethibel and Gaïa ethical
indices.
Foncière des Régions is rated BBB/Stable by Standard and Poor's.

www.foncieredesregions.fr

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This press release does not constitute and shall not be construed as an offer
or the solicitation of an offer to purchase, sell or exchange any securities of
Foncière des Régions and Beni Stabili. It does not constitute an offer or the
solicitation of an offer to purchase, sell or exchange securities in any
jurisdiction in which it would be unlawful or subject to registration or
qualification under the laws of such jurisdiction. This announcement is not an
offer for sale of securities in the United States. Securities may not be
offered or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended.

Foncière des Régions is advised by Morgan Stanley & Co International plc on
this transaction. Morgan Stanley is acting exclusively for Foncière des
Régions and no one else in connection with the transactions described in this
press release. It will not regard any other person as its client and will not
be responsible to anyone other than Foncière des Régions for providing the
protections afforded to its clients.

Pursuant to the coMission implementing regulation (EU) No 2016/1055 of 29 June
2016 laying down implementing technical standards with regard to the technical
means for appropriate public disclosure of inside information and for delaying
the public disclosure of inside information in accordance with regulation (EU)
No 596/2014 of the European Parliament and of the Council, this press release
may contain inside information and has been sent to the authorized broadcaster
of Foncière des Régions on 20 April 2018 at 9.45 AM.

Foncière des Régions asked that the trading of its shares on Compartment A of
Euronext Paris be reopened following publication of this press release.

BENI STABILI SPA's latest news

21/12/2018 14:57

BENI STABILI SPA BENI STABILI SIIQ: ANNEX TO THE PRESS RELEASE ISSUED TODAY

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