COVIVIO HOTELS (EPA:COVH) - Foncière des Murs: Success of the approximately € 200 million capital increase

Transparency directive : regulatory news

19/11/2014 17:30

Paris, November 19th 2014

       Success of the approximately EUR 200 million capital increase with
                      preferential subscription rights

Foncière des Murs, a subsidiary of Foncière des Régions, announces the
successful subscription of its share capital increase with preferential
subscription rights launched on October 31st, 2014 for a gross amount of
approximately EUR 200 million. This capital increase was subscribed by the main
shareholders and will provide Foncière des Murs with the necessary financial
means to seize investment opportunities and support growth projects, notably in
the hospitality sector.
The main shareholders of Foncière des Murs, (Foncière des Régions, Generali
Vie(1), Predica, ACM Vie, Cardif Assurance Vie and Pacifica), collectively
holding 90.6% of the share capital of Foncière des Murs at the time of the
launch of the rights issue,  irrevocably  undertook to exercise by irrevocable
rights (à titre irréductible) the totality of the preferential subscription
rights attached to the shares they hold in Foncière des Murs. Foncière des
Régions also irrevocably undertook to place an order subject to reduction (à
titre réductible) for a maximum amount of approximately EUR 18.5 million.

Upon exercise of the totality of the 64,223,435 rights, 9,880,528 new shares
will be issued, representing an aggregate gross amount EUR 197,610,560 euros, of
which:

- 9,749,094 new shares resulting from the exercise of the rights by irrevocable
  rights (à titre irréductible) by their holders, and

- 131,434 new shares resulting from the subscriptions subject to reduction (à
  titre réductible).

In the context of this share capital increase, Foncière des Régions subscribed
2,917,661 new shares in total.

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

Following this rights issue, and to Foncière des Murs' knowledge, the share
capital of Foncière des Murs will comprise 74,103,963 shares and will be
composed as follows:

                   Number of   % of the share    Number of    % of voting
                    shares          capital     voting rights     rights
Foncière des
Régions            21,092,587       28.46%       21,092,587        28.47%
Generali Group(2)  15,238,381       20.57%       15,238,381        20.57%
Predica            11,127,861       15.02%       11,127,861        15.02%
ACM Vie            10,606,197       14.31%       10,606,197        14.31%
Cardif              7,559,812       10.20%        7,559,812        10.20%
Pacifica            1,654,189        2.23%        1,654,189         2.23%
Free-Float          6,819,236        9.20%        6,819,236         9.20%
Treasury shares       5,700          0.01%            Na              Na
Total               74,103,963      100.00%       74,098,263        100.00%

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 21st, 2014.
The new shares will be fully fungible with Foncière des Murs' existing shares
and will be listed under ISIN code FR0000060303.

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.

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

(2) Aggregated holdings of Generali Vie and its affiliates.

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

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).

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.

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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COVIVIO HOTELS (EPA:COVH) - Foncière des Murs: Success of the approximately € 200 million capital increase

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