ICADE (EPA:ICAD) - MERGER OF ANF IMMOBILIER INTO ICADE

Transparency directive : regulatory news

18/05/2018 07:30

PRESS RELEASE
Issy-les-Moulineaux, 18 May 2018, 7:30 a.m.

                  MERGER OF ANF IMMOBILIER INTO ICADE

This release (exemption from registered document) has been issued in accordance
with Article 17 of the Instruction of the French Autorité des marchés
financiers DOC-2016-04 dated 21 October 2016, as amended.

1. BACKGROUND OF AND REASONS FOR THE MERGER

At the date hereof, Icade holds 17,267,439 shares of ANF Immobilier, accounting
for 90.84% of the stock and 90.56% of the votes in that company (including
1,000 shares lent by Icade to certain members of the Supervisory Board of ANF
Immobilier which will be returned to Icade prior to the completion date of the
Merger).

Further to the announcements made on 12 February 2018 of a proposed merger by
absorption of ANF Immobilier into Icade (the "Merger") and on 25 April 2018
relating to the narrowing of the indicative exchange ratio range, the Board of
Directors of Icade and the Supervisory Board and Management Board of ANF
Immobilier dated 16 May 2018 unanimously approved the final terms of this
proposed Merger and authorized the execution of a Merger agreement.

The Merger agreement was signed on 16 May 2018. The Merger agreement and the
Merger notice have been, in accordance with Articles R. 236-2 and R. 236-2-1 of
the French Commercial Code, made available on the websites of Icade and ANF
Immobilier on 17 May 2018. The Merger notice will also be published in the
Bulletin des Annonces Légales Obligatoires and in the Bulletin Officiel des
Annonces Civiles et Commerciales.

This transaction is part of the simplification of the structure of the Icade
group and in line with the transactions performed in 2017, namely, Icade's
acquisition of the controlling interest held by Eurazeo in ANF Immobilier on 23
October 2017 and the related take-over bid issued by Icade for ANF Immobilier
and closed on 6 December 2017.

The sole Employee Representative Committee (Délégation Unique du Personnel)
of ANF Immobilier and the Works Council of Icade, respectively, issued an
unfavourable opinion and a favourable opinion regarding the proposed Merger on
14 May 2018 and 16 May 2018.

The proposed Merger shall be submitted for approval to the extraordinary
meetings of shareholders of ANF Immobilier (including the special meeting of
holders of shares carrying double voting rights) and of Icade to be held on 28
June 2018 and 29 June 2018, respectively. The agenda and draft resolutions for
the meeting of shareholders of Icade shall be published shortly in the Bulletin
des Annonces Légales Obligatoires.

The main features of the Merger, its valuation and the related consideration
are summarised below.

2. MAIN FEATURES OF THE MERGER

Surviving company

Icade, a public limited company (société anonyme) managed by a Board of
Directors, with a share capital of EUR 112,966,652.03, having its registered
office at 27, rue Camille Desmoulins, 92130 Issy-les-Moulineaux, identified
with the Nanterre Registry of Commerce and Companies under number 582 074
944.

Icade shares are listed for trading in Compartment A of Euronext Paris under
ISIN code FR0000035081.

Merged company

ANF Immobilier, a public limited company (société anonyme) managed by a
Management Board and Supervisory Board, with a share capital of EUR 19,009,271,
having its registered office at 27, rue Camille Desmoulins, 92130
Issy-les-Moulineaux, identified with the Nanterre Registry of Commerce and
Companies under number 568 801 377.

ANF Immobilier shares are listed for trading in Compartment B of Euronext Paris
under ISIN code FR0000063091.

Ownership connections between the companies

At the date hereof, Icade holds 17,267,439 shares of ANF Immobilier, accounting
for 90,84% of the stock and 90,56% of the votes in that company.

Among the 17,267,439 shares of ANF Immobilier held by Icade, 1,000 shares have
been lent by Icade to certain members of the Supervisory Board of ANF
Immobilier under simple loans of shares which will be terminated prior to the
Completion Date.

Shared officers

Mr. Olivier Wigniolle is the Chief Executive Officer of Icade and Chairman of
the Supervisory Board of ANF Immobilier.

Ms. Emmanuelle Baboulin, Chairperson of the Management Board of ANF Immobilier,
is also a member of the Icade Executive Committee.

Ms. Victoire Aubry, member of the Supervisory Board of ANF Immobilier, is also
a member of the Icade Executive Committee.

Mr. Antoine de Chabannes, member of the Supervisory Board of ANF Immobilier, is
also a member of the Icade Executive Committee.

DESCRIPTION AND VALUATION OF THE ASSETS AND LIABILITIES TRANSFERRED

Items transferred

Transfer to Icade, subject to satisfaction of the conditions precedent
specified hereinafter, of all of the assets and liabilities of ANF Immobilier
in their condition at the Completion Date (as hereinafter defined).

Accounts used to determine the terms of the Merger

The accounts used to determine the terms of the Merger are the corporate
accounts and consolidated accounts as of 31 December 2017 of ANF Immobilier and
of Icade, as included in their registration documents for 2017 filed with the
French Autorité des marchés financiers ("AMF") on 30 March 2018 under number
D.18-0230 and on 29 March 2018 under number D.18-0218, respectively, as audited
and certified by the statutory auditors of each company and approved by the
annual ordinary meetings of shareholders of ANF Immobilier and Icade held on 24
April 2018 and 25 April 2018, respectively.

Valuation method

In accordance with Articles 701-1 et seq. of the French Plan Comptable
Général in force as of 1 January 2018 relating to the accounting treatment of
mergers and similar transactions, since Icade controls ANF Immobilier, the
assets and liabilities transferred by ANF Immobilier to Icade pursuant to the
Merger will be booked in Icade's accounts for their net book value as of   31
December 2017, the closing date of the latest financial year.

Total amount of assets transferred

Gross value                                 EUR 368,309,629
Amortisation and depreciation               EUR 32,329,951
Net value                                   EUR 335,979,678

Total amount of liabilities assumed         EUR 22,357,276

Value of net assets transferred

The net book value of the net assets transferred by ANF Immobilier to Icade
pursuant to the Merger at the Completion Date (the "Net Assets Transferred")
amounts to :

NET VALUE (EUR)

Total amount of assets contributed          335,979,678

Total amount of liabilities assumed          22,357,276

Net Assets Contributed before payment by
ANF Immobilier of dividends in an amount
of EUR 14,675,280 (the "Payment")           313,622,402

Deduction of net book value of the
200,808 ANF Immobilier treasury shares
held by ANF Immobilier and not used to
cover the commitments of ANF Immobilier
under the ANF Free Share Plans and ANF
Option Plans (as hereinafter defined) -
together the "Other ANF Treasury Shares"      4,439,865

Deduction of the amount of Payment before
completion of the Merger                     14,675,280

Net Assets Transferred (after deduction
(i) of the amount of the Payment and (ii)
of the net book value of Other ANF
Treasury Shares)                            294,507,257

EXCHANGE RATIO AND CONSIDERATION FOR THE MERGER

Exchange ratio

3 Icade shares for 11 ANF Immobilier shares (the "Exchange Parity"), i.e., an
exchange ratio of 0.273 Icade share for one ANF Immobilier share (the "Exchange
Ratio")

The Exchange Parity was set on 16 May 2018 and determined on the basis of a
multi-criteria approach relying on customary valuation methods suited to the
property company sector.

Main methods used

- analysis of the share prices of Icade and ANF Immobilier since 6 December
2017, the date of close of the simplified take-over bid issued by Icade for the
shares of ANF Immobilier on 25 October 2017, and

- analysis of the triple net EPRA net asset values of Icade and ANF Immobilier
as of     31 December 2017, published by Icade and ANF Immobilier on 12
February 2018.

Method used for information

- trading multiples of companies comparable to Icade and ANF Immobilier.

Summary of the methods used to assess the Exchange Parity of the Merger

in EUR per share)                                      ANF   Icade    Implied

                                                                    exchange
                                                                    ratio
Primary methods
Closing price as of May 11th, 2018                   20.7   80.0      0.26
1-month volume-weighted average price                20.2   76.7      0.26
3-month volume-weighted average price                20.9   76.1      0.27
Volume-weighted average price since December
6th, 2017                                            21.0   77.3      0.27

EPRA Triple net NAV per share (excluding rights)
as of December 31st, 2017 before dividend payment*   21.8   84.8      0.26
EPRA Triple net NAV per share (excluding rights)
as of December 31st, 2017 after dividend payment*    21.0   80.5      0.26

Illustrative methodTrading comparables approach      19.4   90.0      0.22

Note : Market data as of May 11 th , 2018 after payments of Icade's and ANF's
dividends.
* Dividend of EUR4.3 per share for Icade and EUR0.8 per share for ANF, paid on
May 2 nd , 2018.

Consideration for the Merger

In accordance with Article L. 263-3 of the French Commercial Code, the ANF
Immobilier shares held by Icade, i.e., 17,267,439 shares of ANF Immobilier,
will not be exchanged, and the 200,808 Other ANF Treasury Shares will not be
exchanged, and they will be cancelled as of right at the Completion Date.

By way of consideration for the contribution resulting from the merger of ANF
Immobilier, Icade would perform, at the Completion Date, in accordance with the
Exchange Parity, an increase in its capital with a face value of EUR
640,568.91, in order to raise the corporate capital from EUR 112,966,652.03 to
EUR 113,607,220.94 (exclusive of any exercise of options to subscribe for Icade
shares that could result in the issuance, prior to the Merger Completion Date,
of up to 24,800 Icade shares), by means of creation of 420,242 new shares,
allotted to the shareholders of ANF Immobilier other than Icade (as regards the
ANF Immobilier shares held by Icade) and ANF Immobilier (as regards the Other
ANF Treasury Shares), and, by way of exception from Article L. 236-3 of the
French Commercial Code, to Icade as regards the ANF Immobilier treasury shares
held by ANF Immobilier and used to cover the commitments of ANF Immobilier
pursuant to the ANF Free Share Plans and the ANF Option Plans as of 15 May
2018, on the basis of the number of shares making up the stock of ANF
Immobilier as of 16 May 2018. Such capital increase would represent a dilution
of 0.57% of the corporate capital of Icade.

Issuance of the new Icade shares by way of consideration for the Merger would
be decided upon by the extraordinary meeting of shareholders of Icade to be
held on 29 June 2018. Subject (i) to the residual holding period applicable to
the Vested ANF Free Shares (as hereinafter defined) and (ii) the lock-up period
applicable to ANF Immobilier shares acquired or that may be acquired pursuant
to the ANF Options (as hereinafter defined) awarded on 12 November 2014, such
new Icade shares will carry dividend immediately and enjoy the same rights and
be treated in all respects pari passu with shares of common stock previously
issued and making up the corporate capital of Icade. They will be (i) fully
paid-in, (ii) free of any encumbrance, and (iii) admitted for trading in
Compartment A of Euronext Paris, as soon as possible after issuance (i.e.,
beginning of July), under the same identification number as the shares of
common stock previously issued and making up the corporate capital of Icade
(ISIN code FR0000035081).

If the ANF Immobilier Shares held by Icade and/or the number of shares making
up of the corporate capital of Icade are modified, the number of Icade shares
to be issued by way of consideration for the Merger and, correlatively, the
face value of the subsequent share capital increase, will consequently be
adjusted as of right.

Treatment of fractional shares

If any shareholders of ANF Immobilier do not hold the number of ANF Immobilier
shares required to obtain, pursuant to the Exchange Parity, a whole number of
Icade shares, the shareholders concerned would be responsible for acquisition
or sale of the fractional shares.

However, if, at the Completion Date, any shareholders of ANF Immobilier do not
hold the number of ANF Immobilier shares required to obtain, pursuant to the
Exchange Parity, a whole number of Icade shares, the intermediaries mentioned
under paragraphs 2° to 7° of Article L. 542-1 of the French Monetary and
Financial Code (i) would sell on the Euronext Paris market the unallotted Icade
shares relating to the fractional rights in the manner provided for under
Articles L. 228-6-1 and R. 228-12 of the French Commercial Code, and (ii) would
allot the proceeds thereof among the holders of fractional rights in proportion
of their rights.

Merger premium

The difference between (i) the amount of the portion of the net book value of
the Net Assets Transferred that relates to the ANF Immobilier shares not held
by Icade or by ANF Immobilier (other than ANF Immobilier treasury shares used
to cover the commitments of ANF Immobilier under the ANF Free Share Plans and
ANF Option Plans (as hereinafter defined) and accordingly taken into account in
the net book value of the Net Assets Transferred) and (ii) the face value of
the increase in Icade's capital, shall constitute a merger premium (the "Merger
Premium").

The Merger Premium shall amount to EUR 23,489,140.74 on the basis of the number
of shares making up the stock of ANF Immobilier exclusive of Other ANF Treasury
Shares as of 15 May 2018, calculated as follows:

NET VALUE (EUR)

Amount of portion of Net Assets Transferred by ANF
Immobilier to Icade that relates to the ANF Immobilier
shares not held by Icade or by ANF Immobilier             24,129,709.65

Face value of increase in Icade's capital                    640,568.91

= Amount of Merger Premium                                23,489,140.74

Merger loss

The difference between the net book value of the ANF Immobilier shares held by
Icade and the amount of the Net Assets Transferred by ANF Immobilier relating
to the ANF Immobilier shares held by Icade shall constitute a merger loss (the
"Merger Loss").

The Merger Loss shall amount to EUR 111,866,106.55 on the basis of the number
of shares making up the stock of ANF Immobilier exclusive of Other ANF Treasury
Shares as of 15 May 2018, calculated as follows:

NET VALUE (EUR)

Net book value of ANF Immobilier shares held by Icade      382,243,654.09
Amount of portion of Net Assets Transferred relating to
the ANF Immobilier shares held by Icade                    270,377,547.54
= Amount of Merger Loss                                    111,866,106.55

EFFECT OF MERGER ON THE ANF IMMOBILIER OPTIONS AND ANF IMMOBILIER FREE SHARES

Principle

At the Completion Date, all of the commitments made by ANF Immobilier in favour
of (i) the holders of options to acquire ANF Immobilier shares (the "ANF
Options") pursuant to the stock- option plans set up by ANF Immobilier between
2009 and 2014 (the "ANF Option Plans") and (ii) the beneficiaries of awards of
ANF Immobilier free shares pursuant to the free share award plans granted in
2015 (the "ANF 2014 AGA Plan") and 2016 (the "ANF 2015 AGA Plan" and, together
with the ANF 2014 AGA Plan, the "ANF Free Share Plans"), would be transferred
to Icade as of right.

Effect of Merger on the stock options of ANF Immobilier

The ANF Options would be shifted to the Icade shares, and the total number of
shares subject to ANF Options and the strike price thereof would be adjusted,
in accordance with the following terms, to take account of the Exchange
Parity:

- the number of Icade shares that each holder of ANF Options may acquire would
be the number of ANF Immobilier shares that he or she could have acquired
pursuant to the ANF Option Plans, multiplied by the Exchange Ratio, and the
number so determined being rounded to the nearest inferior whole number;

- the acquisition price per Icade share would be equal to the acquisition price
per ANF Immobilier share divided by the Exchange Ratio, provided that (i) the
acquisition price so determined would be rounded to the nearest euro cent and
(ii) the other terms of the ANF Option Plans would remain unchanged.

Effect of Merger on ANF Immobilier free shares to be acquired

In accordance with Article L. 225-197-1, III of the French Commercial Code,
Icade would be substituted as of right on the Completion Date for ANF
Immobilier in its obligations to the beneficiaries of awards of ANF Immobilier
free shares to be acquired pursuant to the ANF 2015 AGA Plan (the "Unvested ANF
Free Shares").

Accordingly, the rights of beneficiaries of awards of Unvested ANF Free Shares
would be shifted to Icade shares on the basis of the Exchange Parity. As a
result, the number of Icade shares to which each beneficiary of awards of
Unvested ANF Free Shares would be entitled pursuant to the ANF 2015 AGA Plan
would be the number of ANF Immobilier shares to which he or she would have been
entitled under such plans multiplied by the Exchange Ratio, provided that (i)
the number so determined would be rounded to the nearest inferior whole number
and (ii) the other terms of the ANF 2015 AGA Plan would remain unchanged,
subject to the analysis criteria of the condition of share price performance on
which the final vesting of the free shares in favour of certain beneficiaries
is contingent, which will be adapted by Icade due to the Merger and in the
context of the assumption of the ANF 2015 AGA Plan.

Effect of Merger on the vested ANF Immobilier free shares

The new Icade shares issued in consideration of the Merger and exchanged for
the ANF Immobilier free shares acquired pursuant to the ANF 2014 AGA Plan but
remaining subject to a lock-up period for the purposes of tax and welfare
charges at the Completion Date (the "Vested ANF Free Shares", and, together
with the Unvested ANF Free Shares, the "ANF Free Shares") would be, in
accordance with Article L. 225-197-1, III, of the French Commercial Code,
subject to their residual holding period, i.e., until 16 March 2019.

CONDITIONS PRECEDENT TO THE COMPLETION OF THE MERGER

Completion of the Merger and of the related increase in Icade's capital shall
be subject to satisfaction of the following conditions precedent:

- decision by the AMF finding that there is no need to issue a compulsory
buy-out bid for the ANF Immobilier shares on the basis of Article 236-6 of the
AMF General Regulations;

- approval of the Merger by the extraordinary meeting of shareholders of ANF
Immobilier (including in particular approval of its dissolution without
liquidation and transfer of all of its assets and liabilities to Icade);

- approval of the Merger by the special meeting of holders of double-voting
rights shares of ANF Immobilier in accordance with Article L. 225-99 of the
French Commercial Code; and

- approval of the Merger by the extraordinary meeting of shareholders of Icade
(including in particular approval of the net book value of the Net Assets
Transferred, the Exchange Parity and the increase in Icade's capital by way of
consideration for the Merger).

COMPLETION DATE AND EFFECTIVE DATE OF THE MERGER

Completion date and effective date of the Merger

The Merger and the resulting dissolution of ANF Immobilier will be finally
completed on the date of approval of the Merger by the extraordinary meeting of
shareholders of Icade, which is scheduled for 29 June 2018 (the "Completion
Date").

In accordance with Article L. 236-4 2° of the French Commercial Code, the
Merger will be effective, for accounting and tax purposes, retroactively on the
first day of the current financial year of the companies involved, i.e., 1st
January 2018.

AUDITING OF THE MERGER

Merger auditors

The Merger has been reviewed in two reports dated 16 May 2018 by Mr. Didier
Kling and Finexsi Audit firm, acting through Mr. Oliver Péronnet, both
appointed as merger auditors by order of the President of the Nanterre
Commercial Court on 14 February 2018. Such reports show that:

- the value of the contributions is not over-estimated and the Net Assets
  Transferred by ANF Immobilier are no less than the amount of the increase in
  Icade's capital plus the Merger Premium; and

- the Exchange Parity is fair.

The reports of the merger auditors are available to Icade's shareholders at the
registered office of Icade and with BNP Paribas Securities Services, 9 rue du
Débarcadère, 93761 Pantin. They are available on Icade's website
(www.icade.fr). The report on valuation of the contributions shall be filed
with the Registry of the Nanterre Commercial Court within the period required
by law.

DOCUMENTS PROVIDED TO THE SHAREHOLDERS

The Merger agreement, the report by the Board of Directors to the meeting of
shareholders of Icade on 29 June 2018, the reports of the merger auditors dated
16 May 2018, the annual accounts approved by the meetings of shareholders and
the annual reports for the past three financial years of the companies involved
in the Merger, and all of the documents to be disclosed pursuant to the
shareholders' right to ongoing disclosure, shall be made available to the
shareholders at the registered office of Icade and with BNP Paribas Securities
Services, 9 rue du Débarcadère, 93761 Pantin.

In addition, the Merger agreement and the reports of the merger auditors are
available on Icade's website (www.icade.fr) and on ANF Immobilier's website
(www.anf-immobilier.com).

The documents intended for the shareholders of ANF Immobilier for the purposes
of the Merger shall also be made available to them within the period and in the
manner required by the applicable legislation.

Disclaimer

This announcement is for information purposes only and is not intended to
constitute, and should not be construed as, an offer to sell or subscribe for
or a solicitation of any offer to buy or subscribe for (or any announcement of
such a forthcoming offer or solicitation) securities in France, the United
States of America (the "United States") or in any other jurisdiction. No offer
to sell or subscribe for securities or solicitation of any offer to buy or
subscribe for securities will be made in France, the United States or in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration, exemption from registration or qualification under the
securities laws of such jurisdiction, and the distribution of this announcement
in jurisdictions may be similarly restricted. Persons into whose possession
this communication comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the security laws of any such jurisdiction.

The securities referenced in this announcement 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, sold, transferred or otherwise
disposed of in the United States absent registration or an exemption from, or
in a transaction not subject to, the registration requirements under the U.S.
Securities Act and in compliance with applicable state securities laws. Icade
has not registered and does not intend to register any portion of any offering
in the United States or to conduct a public offering of any securities in
France, the United States or any other jurisdiction.

ABOUT ICADE

Building for every future

As an investor and a developer, Icade is an integrated real estate player which
designs innovative real estate products and services adapted to new urban
lifestyles and habits. By placing corporate social responsibility and
innovation at the core of its strategy, Icade is closely involved with
stakeholders and users in the cities-local authorities and communities,
companies and employees, institutions and associations... As a commercial and
healthcare property investor (portfolio value of EUR10.8bn as of 12/31/17) and
as a property developer (2017 economic revenues of EUR1,209m), Icade has been
able to reinvent the real estate business and foster the emergence of
tomorrow's greener, smarter and more responsible cities. Icade is a significant
player in the Greater Paris area and major French cities. Icade is listed on
Euronext Paris as a French Listed Real Estate Investment Company (SIIC). Its
leading shareholder is the Caisse des Dépôts Group.

                                 CONTACTS

Guillaume Tessler,
Head of financial communication
and investor relations
+33(0)1 41 57 71 61
guillaume.tessler@icade.fr

Charlotte Pajaud-Blanchard,
Press relations manager
+33(0)1 41 57 71 19
charlotte.pajaud-blanchard@icade.fr

        The text of this press release is available on the Icade website:

                              www.icade.fr

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