COVIVIO HOTELS (EPA:COVH) - Foncière des Murs launches a capital increase of approximately €97.4 million through a rights issue

Transparency directive : regulatory news

08/10/2010 08:59

Not to be distributed in the United States of America, Canada, Australia,
United Kingdom, Italy or Japan

Press Release

Paris, October 8, 2010

Foncière des Murs launches a capital increase of approximately EUR97.4 million
through a rights issue

As announced in principle on October 6, 2010, Foncière des Murs
(the "Company"), a subsidiary of Foncière des Régions, specialized
in the long-term holding of operating facilities in the hotel, health-care,
leisure and restaurant sectors, announces today the launch of a capital
increase by way of an offering of preferential subscription rights to existing
shareholders for an amount of approximately EUR97.4 million.

The proceeds from the capital increase will primarily be used to partly finance
the purchase of the hotels run by B&B as well as the deal recently signed with
Accor and carried out in partnership with Predica. It will also allow Foncière
des Murs to increase its financial flexibility.

Main terms of the share capital increase

Each shareholder of the Company will receive one preferential subscription
right for each share held as of the close of trading on October 11, 2010. The
subscription price for the new shares has been set at EUR 15 per new share
(nominal value of EUR 4 and issue premium of EUR 11) on the basis of 13 new
shares for 100 existing shares. The subscription price represents a 20.04%
discount to the closing price of the Company's shares on October 6, 2010 and an
18.16% discount to the theoretical ex-rights price (TERP).

The offer will be open to the public in France. The subscription period for the
new shares will run from October 12, 2010 to the close of trading on the
regulated market of NYSE Euronext in Paris ("Euronext Paris") on
October 22, 2010. During this period, the preferential subscription rights will
be listed and traded on Euronext Paris (ISIN code FR0010949743).

Settlement and delivery and start of trading on Euronext Paris of the new
shares will take place on November 2nd, 2010. The new shares, which will carry
dividend rights as of January 1st , 2010 and will entitle their holders to any
dividends declared by the Company from the date of issue, will be fully
fungible with the Company's existing shares and will be traded under the same
ISIN code as the Company's existing shares, FR0000060303.

The transaction is being led by Crédit Agricole Corporate & Investment Bank and
Société Générale Corporate & Investment Banking, acting as Joint Lead
Managers and Joint Bookrunners.

Subscriptions by the main shareholders

The main shareholders of Foncière des Murs (Foncière des Régions, Prédica,
Pacifica, Generali Vie, CARDIF Assurance Vie and ACM Vie), collectively holding
90.37% of the share capital, have undertaken to subscribe up to the level of
their respective shareholding. Foncière des Régions has also undertaken to
subscribe to the balance of the offered shares not subscribed through
irreducible (irréductible) and reducible (réductible) subscription orders by
other shareholders and/or purchasers of their preferential subscription rights.

Centralisation agent

CM-CIC SECURITIES, 6 Avenue de Provence 75009 Paris.

Information available to the public

A French language prospectus including (i) the reference document (document de
référence) of Foncière des Murs filed with the Autorité des marchés
financiers (AMF) on April 1st , 2010 under no. D. 10-0217, (ii) the update of
the reference document filed with the AMF on October 7, 2010 under
no. D.10-0217-A01, and (iii) a securities notes (note d'opération) (which
includes the summary of the prospectus) filed with the AMF on October 7, 2010
under no. 10-355 are available free of charge from Foncière des Murs, 30 avenue
Kléber, 75116 Paris, on the Company website (www.foncieredesmurs.fr), on the
web site of the AMF (www.amf-france.org) as well as from the Joint Lead
Managers and Joint Bookrunners.

Foncière des Murs draws attention to the risk factors included in the reference
document filed with the AMF.

About Foncière des Murs
Foncière des Murs, a subsidiary of Foncière des Régions, is a French listed
real estate investment trust (SIIC) specialised in business premises,
especially in the hotel, restaurant, health and leisure sectors. The company's
investment policy is focused on building partnerships with leading operators in
their sectors in order to provide its shareholders with a recurring return on
their investment.
Foncière des Murs is listed on compartment B of the regulated market of NYSE
Euronext in Paris (FR0000060303-FMU).
www.foncieredesmurs.fr

Press contact:
FONCIERE DES MURS
Dominique Ozanne - Deputy General Manager
Tel: + 33 (0)1 58 97 54 20
dominique.ozanne@fdr.fr

This announcement is not an offer of securities for sale in the United States
of America or in any other jurisdiction. Securities may not be offered or sold
in the United States of America absent registration or an exemption from
registration. Foncière des Murs does not intend to seek registration or an
exemption from registration, nor to make an offer of securities for sale, in
the Unites States. Copies of this announcement are not being, and should not
be, distributed in or sent to the United States of America, Canada, Australia,
Italy or Japan.

No communication and no information in respect of Foncière des Murs' share
capital increase with preferential subscription rights may be distributed to
the public in any jurisdiction where a registration or approval is required.
No steps have been or will be taken in any jurisdiction where such steps would
be required. The issue, the exercise or the sale of preferential subscription
rights and the subscription for or the purchase of new shares or preferential
subscription rights may be subject to specific le gal or regulatory
restrictions in certain jurisdictions. Foncière des Murs assumes no
responsibility for any violation of any such restrictions by any person.

This announcement is not a prospectus within the meaning of Directive
2003/71/EC, as implemented in each member State of the European Economic Area
(the "Prospectus Directive").

The offer is open to the public in France following the delivery of the visa on
the Prospectus by the French Autorité des marchés financiers.

With respect to the member States of the European Economic Area which have
implemented the Prospectus Directive (each, a "relevant member State"), other
than France, no action has been undertaken or will be undertaken to make an
offer to the public of the securities requiring a publication of a prospectus
in any relevant member State. As a result, the securities may only be offered
in relevant member States: (a) to le gal entities which are authorized or
regulated to operate in the financial markets or, if not so authorized or
regulated, whose corporate purpose is solely to place securities; (b) to any le
gal entity which has two or more of the following criteria: (1) an average of
more than 250 employees during the last financial year; (2) a total balance
sheet of more than EUR 43 million; and (3) an annual net turnover of more than
EUR 50 million, as per its last annual or consolidated accounts; (c) in any
other circumstances, not requiring the issuer to publish a prospectus as
provided under article 3(2) of the Prospectus Directive.

The distribution of this press release is not made, and has not been approved,
by an "authorised person" within the meaning of Article 21(1) of the Financial
Services and Markets Act 2000. As a consequence, 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 "Order"),
(iii) are persons falling within Article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the Order or (iv) are persons
to whom this press release may otherwise lawfully be communicated (all such
persons together being referred to as "Relevant Persons"). The securities are
directed only at Relevant Persons and no invitation, offer or agreements to
subscribe, purchase or otherwise acquire securities may be proposed or made
other than with Relevant Persons. Any person other than a Relevant Person may
not act or rely on this document or any provision thereof. This press release
is not a prospectus which has been approved by the Financial Services Authority
or any other United Kingdom regulatory authority for the purposes of Section 85
of the Financial Services and Markets Act 2000.

This press release does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the United States of
America. The preferential subscription rights and the new shares of Foncière
des Murs have not been and will not be registered under the U.S. Securities Act
of 1933, as amended (the "U.S. Securities Act"), and may not be offered or
sold, directly or indirectly, within the United States of America except
pursuant to an exemption from or in a transaction not subject to, the
registration requirements of the Securities Act. Foncière des Murs does not
intend to register any portion of the proposed offering in the United States of
America nor to conduct a public offering of securities in the United States of
America.

The distribution of this document in certain countries may constitute a breach
of applicable law. The information contained in this document does not
constitute an offer of securities for sale in the United States of America,
Canada, Australia, Italy or Japan.

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

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