FREY (EPA:FREY) - FREY launches a rights issue for an amount of approximately €102 million

Transparency directive : regulatory news

23/11/2021 08:00

PRESS RELEASE

This press release must not be published, distributed or diffused, directly or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

This press release is an advertisement and not a prospectus within the meaning
                         of Regulation (EU) 2017/1129

Bezannes, November 23, 2021 - 8:00 am

  FREY launches a rights issue for an amount of approximately EUR102 million

            Subscription ratio: 3 new shares for 22 existing shares
                  Subscription price: EUR30.00 per new share

Trading period of the preferential subscription rights: from November 24, 2021
                        to December 6, 2021 (included)
  Subscription period: from November 26, 2021 to December 8, 2021 (included)

FREY (Euronext Paris: FREY - ISIN FR0010588079) (the "Company") announces today
the launch of a share capital increase with shareholders' preferential
subscription rights (the "Rights") in a gross amount of approximately EUR102
million, including issue premium (the "Share Capital Increase").

The funds from the Share Capital Increase will allow the Company to strengthen
its financial structure with a view to launching several secured projects in
the portfolio of projects under development, in particular in Saint- Ouen (the
Docks of St-Ouen-sur-Seine) and in Saint-Genis-Pouilly (Open) in France, and in
Lleida (Shopping Promenade) in Spain.

The net proceeds of the Share Capital Increase (estimated around EUR101.3
million) will allow the Company to partly finance the secured projects of its
French and international development pipeline, which represent a total
investment of approximately EUR300 million, the balance being financed by
external debt (including the financing agreements entered into by the Company
on November 10, 2021) and by the Company's available cash.

Disbursements for the completion of these projects will be spread over several
years. The drawdowns of new credit lines intended to finance them will also be
spread over several years and will ultimately result in an increase in the
Company's LTV (Loan to Value) ratio while remaining within the limit of the
maximum ratio of 50% set by the Company.

The transaction is backed by irrevocable subscription commitments from its main
shareholders, which represent 100% of the amount of the Share Capital Increase.

Key terms of the Share Capital Increase

The Share Capital Increase will result in the issuance of 3,404,016 new shares
at a subscription price of EUR30.00 per share (i.e., a nominal value of EUR2.50
plus an issue premium of EUR27.50), representing a gross proceed, including the
issue premium, of EUR102,120,480.

On November 23, 2021, each of the Company's shareholders will receive one (1)
Right for one share recorded in their accounts at the end of the accounting day
on November 23, 2021. Existing shares will therefore trade ex-right from
November 24, 2021.

22 Rights will entitle holders to subscribe for 3 new shares at a subscription
price of EUR30.00 per share (i.e., a nominal value of EUR2.50 plus an issue
premium of EUR27.50 per share).

Based on the closing price of FREY's share on the regulated market of Euronext
Paris ("Euronext Paris") on November 19, 2021, i.e. EUR33.40:
- the theoretical value of one (1) Right is EUR0.41 (this value may fluctuate
  during the rights trading period, in particular depending on changes in the
  price of the FREY's share)
- the theoretical value of the ex-right share is EUR32.99
- the subscription price reflects a discount of 10.2% to the closing price on
  November 19, 2021 and of 9.1% to the theoretical ex-right share price on the
  basis of the same closing price.

Subscriptions on a reducible basis (à titre réductible) will be accepted
subject to reduction in the event of over- subscription. Any new shares not
subscribed on an irreducible basis (à titre irréductible) will be distributed
and allocated to the holders of the Rights having submitted additional
subscription orders on a reducible basis (à titre réductible). New shares not
subscribed on an irreducible basis (à titre irréductible) and on a reducible
basis (à titre irréductible) will be freely allocated by the Board of
directors pursuant to the subscription commitments detailed below.

BNP Paribas, Crédit Agricole Corporate and Investment Bank et Natixis are
acting as Joint Lead Managers and Joint Bookrunners.

Indicative timetable

The offer will be open to the public only in France.

The Rights will be traded on Euronext Paris under the ISIN code FR0014006O40
from November 24, 2021 until December 6, 2021, included. It will not be
possible to buy or sell the Rights on the market after the close of trading on
December 6, 2021. The subscription period for the new shares will run from
November 26, 2021 to December 8, 2021, included.

Any Rights not exercised before the end of the subscription period, i.e. the
close of trading on December 8, 2021, shall automatically become null and void.

Settlement and delivery and admission of the new shares to trading on Euronext
Paris are expected to take place on December 15, 2021. The new shares will
entitle their holders to any dividends declared by Frey as from the date of
issuance. The new shares will be fully fungible with FREY's existing shares and
will be traded under the same trading line and ISIN code as FREY's existing
shares (ISIN code FR0010588079).

Lock-up undertaking from the Company

The Company has agreed to a lock-up period ending 180 calendar days after the
settlement and delivery date of the Share Capital Increase, subject to certain
customary exceptions.

Subscription commitments and transactions on the Rights

Firmament Participations, which holds 28.16% of the share capital of the
Company as of the approval of the Prospectus, committed to subscribe, on an
irrevocable and unconditional basis, for up to EUR14,999,940 (corresponding to
499,998 new shares) by exercising 3,666,652 Rights and to sell the balance of
its Rights in the proportions indicated below.

Foncière AG Real Estate, which holds 10.06% of the share capital of the
Company as of the approval of the Prospectus, committed to sell, on an
irrevocable and unconditional basis, all its Rights in the proportions
indicated below.

Louvresses Developpement II(1), which holds 2.64% of the share capital of the
Company as of the approval of the Prospectus, committed to sell, on an
irrevocable and unconditional basis, all its Rights in the proportions
indicated below.

Primonial Capimmo, which holds 6.90% of the share capital of the Company as of
the approval of the Prospectus, committed to subscribe, on an irrevocable and
unconditional basis, for up to EUR19,999,980 (corresponding to 666,666 new
shares) by exercising 4,888,884 Rights (including 3,166,198 Rights acquired
from Firmament Participations, as indicated below).

Predica, subsidiary of Crédit Agricole Assurances specialized in the personal
insurance, which holds 19.40% of the share capital of the Company as of the
approval of the Prospectus, committed to subscribe (i) on an irreducible basis
(à titre irréductible) for a total amount, issue premium included, of
EUR19,814,940 (corresponding to 660,498 new shares) by exercising 4,843,652
Rights and (ii) on a reducible basis (à titre réductible) for a total amount,
issue premium included, of EUR2,558,580 (correponding to 85,286 new shares).

Cardif Assurance Vie, which holds 11.43% of the share capital of the Company as
of the approval of the Prospectus, committed, on an irrevocable and
unconditional basis, to subscribe (i) on an irreducible basis (à titre
irréductible) for a total amount, issue premium included, of EUR18,554,850
(corresponding to 618,495 new shares) by exercising 4,535,630 Rights (including
1,683,434 Rights acquired from Firmament Participations, Foncière AG and
Louvresses Developpement II, as indicated below) and (ii) on a reducible basis
(à titre réductible) for a total amount, issue premium included, of
EUR3,818,670 (corresponding to 127,289 new shares).

Sogecap, which holds 11.43% of the share capital of the Company as of the
approval of the Prospectus, committed, on an irrevocable and unconditional
basis, to subscribe (i) on an irreducible basis (à titre irréductible) for a
total amount, issue premium included, of EUR18,554,850 (corresponding to
618,495 new shares) by exercising 4,535,630 Rights (including 1,683,434 Rights
acquired from Foncière AG, as indicated below) and (ii) on a reducible basis
(à titre réductible) for a total amount, issue premium included, of
EUR3,818,670 (corresponding to 127,289 new shares).

Moreover, in the event where, at the end of the subscription period, the total
amount of the Share Capital Increase would not have been covered by the
subscriptions made on an irreducible basis (à titre irréductible) and, as the
case may be, on a reducible basis (à titre irréductible), Predica et Sogecap
each committed to subscribe a number of new shares representing 33 1/3% of the
shares not subject to a subscription commitment, not subscribed at the end of
the subscription period, without the total sum of all the aforementioned
subscriptions for Sogecap exceeding the amount of EUR 26,243,458.

In total, subscription commitments made on an irreducible basis (à titre
irréductible) and on reducible basis (à titre réductible) represent 100% of
the Share Capital Increase.

(1) Louvresses Development II and Foncière AG Real Estate are subsidiaries of
AG Insurance.

Summary table of transactions on Rights

                           Number of
                             Rights
                          detached from     Number of Rights  Number of Rights
                         existing shares       acquired            sold

Shareholders
Firmament Participations    7,028,748              0              3,362,096
Foncière AG Real Estate     2,510,771              0              2,510,746
Louvresses Developpement II   660,224              0                660,224
Primonial Capimmo           1,722,686          3,166,198              0
Predica                     4,843,667              0                  0
Cardif                      2,852,196          1,683,434              0
Sogecap                     2,852,196          1,683,434              0

Number of Rights exercised
pursuant to the subscription
commitments made on
irreducible basis (à titre
irréductible)

3,666,652
0
0
4,888,884
4,843,652
4,535,630
4,535,630

Summary table of subscription commitments

                         %, on a irreducible    %, on a reducible basis
                            basis (à titre          (à titre réductible),
                         irréductible), of the   of the maximum amount
                         maximum amount of the          of the
                        Share Capital Increase   Share Capital Increase   Total
Shareholders
Firmament Participations        14.69%                  0.00%            14.69%
Foncière AG Real Estate          0.00%                  0.00%             0.00%
Primonial Capimmo               19.58%                  0.00%            19.58%
Predica                         19.40%                  2.51%            21.91%
Cardif                          18.17%                  3.74%            21.91%
Sogecap                         18.17%                  3.74%            21.91%
Total                           90.02%                  9.98%              100%

Impact on the share capital of the Company

To the best of the Company's knowledge, the table below shows the breakdown of
capital before the issue of the new shares as at October 31, 2021:

            Number of shares   % of the share  Number of voting  % of voting
                               capital         rights            rights(1)

Shareholders
Firmament
Participations 7,028,748       28.16%          7,028,748         28.20%
Predica        4,843,667       19.40%          4,843,667         19.43%
Foncière AG
Real Estate    3,170,995       12.70%          3,170,995         12.72%
EFFI Invest II 1,130,460        4.53%          1,130,460          4.54%
Cardif         2,852,196       11.43%          2,852,196         11.44%
Sogecap        2,852,196       11.43%          2,852,196         11.44%
SCI Primonial
Capimmo        1,722,686        6.90%          1,722,686          6.91%
Treasury
Shares            36,919        0.15%                  0          0.00%
Public         1,324,920        5.31%          1,324,920          5.32%
Total         24,962,787      100.00%         24,925,868        100.00%

(1) The percentages of voting rights indicated in this table are calculated
taking into account the treasury shares held by the Company which are deprived
of voting rights pursuant to the provisions of article L. 225-210 of the
French Commercial Code.
(2) Firmament Participations is approximately 50.66% owned by Antoine Frey and
his wife Aude Frey, 35.32% by Crédit Mutuel Equity and 14.02% by other
shareholders. The manager of Firmament Participations is its general partner
(associé commandité), Firmament Gestion SAS, registered in the Reims Trade and
Companies Register under number 800 554 982, whose share capital is wholly
owned by Mr. Antoine Frey. Firmament Participations operates as a holding
company.
(3) Le sous-total Foncière AG Real Estate inclut les actions détenues par la
Foncière AG Real Estate et Louvresses Development II, entités du groupe AG
Insurance.

To the best of the Company's knowledge, the table below shows the breakdown of
the Company's capital and voting rights following the Share Capital Increase in
the event all 3,404,016 new shares are subscribed for, on an irreducible and
reducible basis, pursuant to the subscription commitments and the subscription
commitments given as guarantees described above and where no other person or
entity would subscribe to the Share Capital Increase:

            Number of shares   % of the share  Number of voting  % of voting
                               capital         rights            rights(1)

Shareholders
Firmament
Participations  7,528,746      26.54%          7,528,746         26.58%
Predica         5,589,451      19.70%          5,589,451         19.73%
Foncière AG
Real Estate     3,170,995      11.18%          3,170,995         11.19%
EFFI Invest II  1,130,460       3.99%          1,130,460          3.99%
Cardif          3,597,980      12.68%          3,597,980         12.70%
Sogecap         3,597,980      12.68%          3,597,980         12.70%
SCI Primonial
Capimmo         2,389,352       8.42%          2,389,352          8.43%
Treasury Shares    36,919       0.13%                  0             0%
Public          1,324,920       4.67%          1,324,920          4.68%
Total          28,366,803      100.0%         28,329,884         100.0%

(1) The percentages of voting rights indicated in this table are calculated
taking into account the treasury shares held by the Company which are deprived
of voting rights pursuant to the provisions of article L. 225-210 of the French
Commercial Code.

To the best of the Company's knowledge, the table below shows the breakdown of
the Company's capital and voting rights following the Share Capital Increase
in the event all 3,404,016 new shares are subscribed for, on an irreducible
and reducible basis, pursuant to the subscription commitments and the
subscription commitments given as guarantees described above and where no
other person or entity would subscribe to the Share Capital Increase:

            Number of shares   % of the share  Number of voting  % of voting
                               capital         rights            rights(1)

Shareholders
Firmament
Participations  7,528,746      26.54%          7,528,746         26.58%
Predica         5,589,451      19.70%          5,589,451         19.73%
Foncière AG
Real Estate     3,170,995      11.18%          3,170,995         11.19%
EFFI Invest II  1,130,460       3.99%          1,130,460          3.99%
Cardif          3,597,980      12.68%          3,597,980         12.70%
Sogecap         3,597,980      12.68%          3,597,980         12.70%
SCI Primonial
Capimmo         2,389,352       8.42%          2,389,352          8.43%
Treasury Shares    36,919       0.13%                  0             0%
Public          1,324,920       4.67%          1,324,920          4.68%
Total          28,366,803      100.0%         28,329,884         100.0%

(1) The percentages of voting rights indicated in this table are calculated
taking into account the treasury shares held by the Company which are deprived
of voting rights pursuant to the provisions of article L. 225-210 of the
French Commercial Code.

Lock-up undertakings from shareholders

Firmament Participations, Primonial Capimmo, Predica, Cardif Assurance Vie et
Sogecap, shareholders of the Company, have agreed to lock-up periods ending 90
calendar days after the settlement and delivery date of the Share Capital
Increase, subject to certain customary exceptions.

Availability of the Prospectus

The prospectus relating to the Share Capital Increase (the "Prospectus")
received approval from the Autorité des Marchés Financiers (the "AMF") under
number 21-498 on November 22, 2021. The prospectus includes (i) the universal
registration document (document d'enregistrement universel) of the Company
filed with the AMF on April 9, 2021 under number D.21-0282 (the "Universal
Registration Document"), (ii) the amendment to the Universal Registration
Document filed with the AMF on November 22, 2021 under number D.21-0282-A01 and
(iii) a securities note (note d'opération) dated November 22, 2021 and (iv)
the summary of the Prospectus (included in the Securities Note). The approval
of the prospectus by the AMF should not be considered as a favorable opinion on
the securities offered or admitted to trading on a regulated market.

Copies of the Prospectus are available free of charge at the Company's
registered office (Parc d'affaires TGV Reims- Bezannes - 1 rue René Cassin -
51430 Bezannes), on the website of the Company (www.frey.fr) and of the AMF
(www.amf-france.org).

Investors' attention is drawn to the risk factors included in section 1.4 of
the Universal Registration Document and in section 2 of the Securities Note.

About FREY

A planner, developer, investor and manager, FREY is a real estate company
specialising in the development and operation of open-air shopping centres. A
pioneer in environmentally-friendly retail parks (with its Greencenter concept)
and inventor of next generation "Feel Good" open-air shopping centres (Shopping
Promenade), the "entreprise à mission", B CORP certified FREY is fully engaged
in a more responsible, greener society that is socially beneficial to its
ecosystem and its stakeholders. As the company knows just how essential it is
to urban diversity, social contact, local economic resilience and environmental
transition, its mission is to restore retail as a service for the common good.
FREY also supports major urban renewal operations and mixed-purpose projects
through its dedicated subsidiary CITIZERS. FREY is listed on compartment B of
Euronext Paris. ISIN: FR0010588079 - Mnemo: FREY

CONTACTS :
Sébastien Eymard - Deputy Chief Executive Officer
Mathieu Mollière - Communication, Marketing and Innovation Director

Victoire Birembaux - Corporate Communication and Public Relations Manager
v.birembaux@frey.fr - Tél. : +33 (0)6 07 35 64 04

Agnès Villeret - Investor and Financial Press Relations - KOMODO
agnes.villeret@agence-komodo.com - Tél. : +33 (0)6 83 28 04 15

Disclaimer

This press release, and its content, do not constitute an offer to sell or
subscribe nor a solicitation of an order to buy or subscribe, any of the
preferential subscription rights and shares of Frey in Australia, Canada, Japan
or in the United States of America, or in any state or jurisdiction in which
such an offer, solicitation would be unlawful.

The distribution of this document may, in certain jurisdictions, be restricted
by local legislations. Persons into whose possession this document comes are
required to inform themselves about and to observe any such potential local
restrictions. This press release must not be disseminated, published or
distributed, directly or indirectly, in Australia, Canada, Japan or the United
States of America.

This press release is an advertisement and not a prospectus within the meaning
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of
14 June 2017 on the prospectus to be published when securities are offered to
the public or admitted to trading on a regulated market and repealing the
Prospectus Directive 2003/71/EC (the "Prospectus Regulation").

No communication or information relating to this transaction may be
disseminated to the public in any country in which registration or approval is
required. No action has been taken (or will be taken) in any country (other
than France) in which such action would be required. The subscription to or
purchase of shares or preferential subscription rights of Frey may be subject
to specific legal or regulatory restrictions in certain jurisdictions. Frey
assumes no liability for any violation by any person of such restrictions.
With respect to the member states of the European Economic Area (other than
France) and the United Kingdom (each a "Relevant State"), no action has been
undertaken or will be undertaken to make an offer to the public of the
securities referred to herein requiring a publication of a prospectus in any
Relevant State. As a result, the securities may and will be offered in any
Relevant State only (i) to qualified investors within the meaning of the
Prospectus Regulation, for any investor in a Member State of the European
Economic Area, or Regulation (EU) 2017/1129 as part of national law under the
European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), for any
investor in the United Kingdom, (ii) to fewer than 150 individuals or legal
entities (other than qualified investors as defined in the Prospectus
Regulation or the UK Prospectus Regulation, as the case may be), or (iii) in
accordance with the exemptions set forth in Article 1 (4) of the Prospectus
Regulation, the UK Prospectus Regulation and/or the regulations applicable in
those Relevant State.

The distribution of this press release has not been 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 only being distributed to, and is only directed at, persons in the United
Kingdom that (i) are "investment professionals" falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to
(d) ("high net worth companies, unincorporated associations, etc.") of the
Order, or (iii) to any other person to whom this press release may be
communicated in accordance with the law (the persons referred to in paragraphs
(i), (ii) and (iii) together being referred to as the "Relevant Persons"). Any
investment or investment activity to which this document relates is available
only to Relevant Persons and will be engaged in only with Relevant Persons. Any
person who is not a Relevant Person should not act or rely on this document or
any of its contents.

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28/02/2024 17:00

FREY (EPA:FREY) - FREY launches a rights issue for an amount of approximately €102 million

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