COVIVIO HOTELS (EPA:COVH) - Foncière des Murs launches a share capital increase of approximately €125 million through free allotment of equity warrants to existing shareholders

Transparency directive : regulatory news

14/03/2012 07:30

This press release may not be published, forwarded or distributed, directly
or indirectly, in the United States, Canada, Australia or Japan

March 14th , 2012

Foncière des Murs launches a share capital increase of approximately EUR125
million through free allotment of equity warrants to existing shareholders

As published on February, 23rd, 2012, Foncière des Murs announces today the
launch of a share capital increase of approximately EUR125 million through a
free allotment of equity warrants (the "Warrants") to its existing shareholders.

This share capital increase aims at providing the company with the necessary
financial means to seize investment opportunities and finance its future growth
projects and at enhancing its financial flexibility by strengthening its
shareholders' equity.

Main terms of the share capital increase

Each shareholder of Foncière des Murs will be allotted one free Warrant per
share recorded in account at the close of trading on March 15th, 2012. 29
Warrants will entitle their holder to subscribe for 4 new shares at a price of
EUR16 per new share (each new share having a nominal value of EUR4 and an issue
premium of EUR12).

7,784,496 new shares will be issued upon exercise of the totality of the
56,437,605 Warrants (corresponding to the total number of Warrants issued, after
deduction of the 1,334 Warrants attributable to treasury shares and which will
be cancelled).

The subscription price shows a 11.36% discount to the reference price of
EUR18.05, corresponding to the closing price of EUR 19.55 of the Foncière des
Murs share on March 12th, 2012, decreased by the EUR1.50 dividend per share in
respect of fiscal year 2011, to be proposed to the Shareholders' meeting to be
held on April 4th, 2012. New shares will not be eligible to this EUR1.50
dividend in respect of fiscal year 2011.

The offering will be open to the public in France only. The exercise and listing
period of the Warrants will run from March 16th, 2012 to April 2nd, 2012 at
5:00PM (Paris time). During this period, the Warrants will be listed and traded
on the regulated market of NYSE Euronext in Paris ("Euronext Paris") under ISIN
code FR0011221365. The Warrants which will not have been exercised by the end of
the exercise period on April 2nd, 2012 at 5:00PM (Paris time), will
automatically be repurchased from their holders at the price of EUR0.01 per
Warrant by Foncière des Murs, acting as agent ("commissionnaire") (pursuant to
article L. 132-1 of the French Commercial Code) in its own name but on behalf of
Foncière des Régions, who has undertaken to exercise them. Foncière des Murs,
acting as agent, will not become at any time owner of the repurchased Warrants.

The settlement and delivery and the listing of the new shares on Euronext Paris
is expected to take place on April 13th, 2012. The new shares will give
entitlement to a dividend from January 1st, 2012, and will therefore not be
entitled to the dividend paid in respect of fiscal year 2011 to be submitted to
the Shareholders' meeting to be held on April 4th, 2012. As the dividend in
respect of fiscal year 2011 will be detached on April 10th 2012 and as the new
shares will be issued on April 13th 2013, the new shares will immediately be
fungible with the existing shares, and will be listed on the same quotation line
under the ISIN code FR0000060303.

Crédit Agricole Corporate and Investment Bank and Natixis are acting as Joint
Lead-Managers of this share capital increase (the "Joint Lead-Managers").

Intentions of the main shareholders

The main shareholders of Foncière des Murs, members of the supervisory board
(Foncière des Régions, Prédica, Pacifica, Generali Vie, CARDIF Assurance
Vie), collectively holding 73.96% of the share capital of Foncière des Murs,
have firmly undertaken to exercise the totality of their freely alloted
Warrants.

Foncière des Régions has undertaken (through Foncière des Murs, acting as
agent) to acquire all the Warrants which have not been exercised by the end of
the exercise and listing period and to exercise them. Given this undertaking,
Foncière des Murs has the certainty to complete its share capital increase in
its entirety. The final number of repurchased Warrants and of new shares
subscribed for by Foncière des Régions will be disclosed by Foncière des Murs
in a press release on April 10th, 2012.

Foncière des Murs is not aware of any intentions from any other shareholder.

Information available to the public

The prospectus which has received from the Autorité des marchés financiers
(the "AMF") the visa No.12-116 on March 13th, 2012 consists of (i) the reference
document filed with the AMF on March 5th, 2012 under No D.12-0126 (the "2011
Reference Document"), (ii) a securities note, and (iii) a summary of the
prospectus, included in the securities note.

The prospectus approved by the AMF is available free of charge at Foncière des
Murs, 30 avenue Kléber, 75116 Paris, on the company's website
(www.foncieredesmurs.fr) and the website of the AMF (www.amf-france.org), as
well as from the Joint Lead-Managers.

Foncière des Murs draws the attention of investors to the risk factors,
described from page 37 on the 2011 Reference Document and under Chapter 2 of the
securities note.

About Foncière des Murs
Foncière des Murs SCA, a subsidiary of Foncière des Régions, is specialised
in business premises, especially in the hotel, healthcare and retail premises
sectors. At December 31, 2011, the company's assets were valued at EUR2.9
billion. The average length of leases is 8 years and the occupancy rate is 100%
with top-tier tenants. Partner of leading companies of the business premises
sector, Foncière des Murs is headed by Dominique Ozanne, General Manager and
Member of the Board of Directors of Foncière des Régions and listed on
Compartment B of the regulated market of NYSE Euronext in Paris under ISIN code
FR0000060303-FMU

Contact:
Foncière des Murs

Cécile Boyer . General Secretary
Tel.: +33 (0)1 58 97 54 47
cecile.boyer@fdr.fr

See this press release at www.foncieredesmurs.fr

Important Information

This press release does not constitute an offer to sell or subscribe or a
solicitation of an order to buy or subscribe for securities in any country. In
France, securities may not be offered absent a prospectus approved by the
Autorité des marchés financiers.

The distribution of this press release may be restricted in certain countries by
applicable laws and regulations. Persons who are physically located in those
jurisdictions and in which this press release is circulated, published or
distributed must inform themselves about and observe such restrictions.

The securities that may be issued as part of this share capital increase have
not been and will not be registered under the United States Securities Act of
1933, as amended (the " Securities Act ") and may not be offered or sold in the
United States absent such registration or an applicable exemption from the
registration requirements of the Securities Act. Foncière des Murs does not
intend to register any portion of the planned offering in the United States or
to conduct a public offering of securities in the United States.

This press release does not constitute a public offering of securities in the
United Kingdom.. This press release is directed only at persons who (i) are
located outside the United Kingdom, (ii) have professional experience in matters
relating to investments and fall within Article 19(5) (" investment
professionals ") of the Financial Services and Markets Act 2000 (Financial
Promotions) Order 2005, as amended (the " FSMA "), (iii) are persons falling
within Article 49(2)(a) to (d) (high net worth companies, unincorporated
associations, etc.) of the FSMA or (iv) are persons to whom this press release
may otherwise lawfully be communicated (all such persons together being referred
to as " Relevant Persons "). Any person other than a Relevant Person may not act
or rely on this document or any provision thereof. Any investment or investment
activity to which this presentation relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons.

This press release may not be published, forwarded or distributed, directly or
indirectly, in the United States, Canada, Australia or Japan.

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