COVIVIO HOTELS (EPA:COVH) - Foncière des Murs launches a share capital increase of €200 million

Transparency directive : regulatory news

29/10/2014 08:45

This press release may not be published, transmitted or distributed, directly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

Paris, October 29th 2014

      Foncière des Murs launches a share capital increase of approximately
      EUR 200 million with shareholders' preferential subscription rights

Following the press release of October 9th 2014, Foncière des Murs, a
subsidiary of Foncière des Régions, announces today the launch of a share
capital increase with shareholders' preferential subscription rights, in a
gross amount of approximately EUR 200 million.

This share capital increase aims at providing Foncière des Murs with the
necessary financial flexibility to seize the investment opportunities that may
materialize and support growth projects in sectors in which Foncière des Murs
is already operating, notably in the hospitality sector. In line with its
strategy, these investments will primarily consist in the acquisition of assets
and portfolio of assets.

Key terms of the capital increase

Each shareholder of Foncière des Murs will receive on October 31st one
preferential subscription right for every share recorded in account at the
close of trading on October 30th 2014. 13 preferential subscription rights will
enable their holder to subscribe 2 new shares at a subscription price of
EUR 20 per share (corresponding to a nominal value of EUR 4 and an issue
premium of EUR 16).

9 880 528 new shares will be issued upon exercise of the totality of the
64,223,435 preferential subscription rights, representing an aggregate gross
amount of EUR 197,610,560.

The subscription price represents a 9.9% discount to the EUR 22.20 closing price
of Foncière des Murs' shares on October 28th , 2014 and a 8.7% discount to the
theoretical ex-right price (TERP).

The offering will be open to the public in France only. The exercise and listing
period of the preferential subscription rights will run from October 31 st,
2014 to November 1 2th , 2014 at the close of the trading session. During this
period, the preferential subscription rights will be listed and traded on the
regulated market of Euronext in Paris ("Euronext Paris") under ISIN code FR
0012266047. Subscriptions subject to reduction (à titre réductible) will be
accepted, they remain subject to reduction in the event of oversubscription.

The settlement and delivery and the listing on the regulated market of Euronext
in Paris of the new shares are expected to take place on November 21 st, 2014.
The new shares will be fully fungible with Foncière des Murs' existing shares.

Intentions and undertakings of the main shareholders

The main shareholders of Foncière des Murs, (Foncière des Régions, Generali
Vie(1), Prédica, ACM Vie, CARDIF Assurance Vie and Pacifica), collectively
holding 90.6% of the share capital of Foncière des Murs, have irrevocably
undertaken to exercise by irrevocable rights (à titre irréductible) the
totality of the preferential subscription rights attached to the shares they
hold.

Foncière des Régions has also firmly undertaken to place an order on a basis
subject to reduction (à titre réductible) for a maximum amount of
approximately EUR 18.5 million. Taking into account this undertaking, the
completion of the share capital increase for its full amount is ensured. The
total number of new shares subscribed by Foncière des Régions will be
disclosed by Foncière des Murs through a press release on November 19th, 2014.

Foncière des Murs is not aware of the intention of its other shareholders.

Foncière des Murs, Foncière des Régions, Generali IARD, e-cie vie, Predica,
ACM Vie, Cardif Assurance Vie and Pacifica have agreed to lock-ups of
90 calendar days, subject to customary exceptions.

BNP Paribas and Crédit Agricole Corporate and Investment Bank are acting as
Joint LeadManagers and Joint Bookrunners of this share capital increase.

Information available to the public

The prospectus which has received from the Autorité des marchés financiers
(the "AMF"" ) the visa No.14-578 on October 28th, 2014 consists of (i) the
reference document filed by Foncière des Murs with the AMF on March 17th,2014
under No D.14-0148 (the "2013 Reference Document"), (ii) a securities note,
incorporating by reference the half-year financial report for the 6-month period
ended on June 30th, 2014, dated July 25th, 2014, 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).

(1) Generali Vie will sell the preferential subscription rights attached to the
shares it holds to two of its affiliates, which will exercise them.

Foncière des Murs draws the attention of investors to the risk factors,
described on page 37 et seq. of the 2013 Reference Document, as updated in the
Half-year financial report, and in Chapter 2 of the securities note.

About Foncière des Murs

Foncière des Murs, a subsidiary of Foncière des Régions, is specialised in
business premises, especially in the hotel, healthcare and retail premises
sectors. Partner of leading companies in the business premises sector, Foncière
des Murs holds assets valued at a EUR 3Bn.
www.foncieredesmurs.fr

Foncière des Régions, real estate partner

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 EUR 16Bn (EUR 10Bn 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
their real estate strategies with a twofold: adding value to existing urban
property and designing buildings for the future.

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

CONTACTS

      Press Relations                                   Investor Relations

     Géraldine Lemoine                                    Paul Arkwright
Tél : + 33 (0)1 58 97 51 00                        Tél : + 33 (0)1 58 97 51 85
  geraldine.lemoine@fdr.fr                            paul.arkwright@fdr.fr

Disclaimer

This press release does not constitute an offer to sell or subscribe or a
solicitation of an order to buy or subscribe to securities in any country. In
France, securities may not be offered to the public 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 distributed must inform
themselves about and observe such restrictions.

With respect to the member States of the European Economic Area other than
France (the "Relevant Member States") which have implemented directive
2003/71/EC, as amended, in particular by directive 2010/73/EU, and as
implemented in each Relevant Member State (the "Prospectus Directive"), no
action has been undertaken or will be undertaken to make an offer to the public
requiring a publication of a prospectus in any Relevant Member State. As a
consequence, the shares may only be offered or sold in any Relevant Member
States pursuant to an exemption under the Prospectus Directive.

The securities referred to herein have not been, and will not be, registered
under the Securities Act of 1933, as amended (the "Securities Act"), and may not
be offered or sold in the United States absent registration or an applicable
exemption from registration requirements under the Securities Act. Foncière des
Murs 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.

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

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

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