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

Transparency directive : regulatory news

29/06/2018 17:45

PRESS RELEASE
Issy-les-Moulineaux, 29 June 2018

             COMPLETION OF THE MERGER OF ANF IMMOBILIER INTO ICADE

Icade and ANF Immobilier announce that the combined general meeting of
shareholders and the special meeting of holders of shares carrying double
voting rights of ANF Immobilier held on 28 June 2018 and the combined general
meeting of Icade shareholders held on 29 June 2018, have approved the merger
of ANF Immobilier into Icade on the basis of a merger parity of 3 Icade shares
for 11 ANF Immobilier shares, i.e., an exchange ratio of 0.273 Icade shares
for one ANF Immobilier share.

The merger resulting in the dissolution without liquidation of ANF Immobilier
took effect today following Icade's combined general meeting and is effective,
for accounting and tax purposes, retroactively on 1st January 2018.

Icade has carried out today, pursuant to the exchange ratio, an increase of
its share capital by a nominal amount of EUR 640,568.91 to bring it from EUR
112,966,652.03 to EUR 113,607,220.94, by issuing 420,242 new shares. This
capital increase represents a dilution of approximately 0.57% of Icade share
capital.

The new Icade shares will be created, delivered and admitted to trading on
compartment A of Euronext Paris under the ISIN code FR0000035081 on 4 July
2018, on which date the ANF Immobilier shares will have been delisted.

Icade welcomes the completion of this merger which is the result of the
rapprochement between the two companies and follows completion of the
transactions which took place in 2017, namely the acquisition by Icade of the
controlling interest held by Eurazeo and the subsequent tender offer.

This transaction meets Icade's objectives of portfolio diversification and
development in the main regional cities, and allows Icade to access the
development projects of ANF Immobilier estimated at EUR 245 million(1).

Note: It is hereby specified that if any ANF Immobilier shareholder owns less
than the number of ANF Immobilier shares required to obtain, pursuant to the
merger parity (i.e., 3 Icade shares for 11 ANF Immobilier shares), a whole
number of Icade shares, the relevant financial intermediaries (i) shall sell
on the Euronext Paris market the unallotted Icade shares corresponding to the
fractional rights as provided by Articles L. 228-6-1 and R. 228-12 of the
French Commercial Code and (ii) shall distribute the funds so obtained among
holders of fractional rights in proportion to their rights, within a period of
30 days starting from 4 July 2018.

(1) data at 100% including land and accompanying measures as of 31/12/2017
(including off-plan sales)

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 and
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 working closely 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 12/31/2017)
as well as a property developer (2017 revenues of EUR1,209m), Icade is 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,
directeur communication financière
et relations investisseurs
+33(0)1 41 57 71 61
guillaume.tessler@icade.fr

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

About ANF Immobilier

ANF Immobilier (ISIN нFR0000063091) is a listed real estate investment
company, owning a property portfolio comprising offices, retails and hotels
for an amount of EUR 648 million in France. It is a transformation real
estate company, metamorphosing, that focuses on commercial real estate, value
creation and supporting large, dynamic, regional cities in France. It
currently has operations in Bordeaux, Lyon, Marseille and Toulouse. Listed on
Euronext Paris, ANF Immobilier is included in the EPRA Developed Europe real
estate index. ANF Immobilier is a subsidiary of Icade.

http://www.anf-immobilier.com

Contact ANF Immobilier :
Laurent Milleron
investorrelations@anf-immobilier.com

The text of this press release is available on the Icade and ANF Immobilier
                                   websites:

                                 www.icade.fr

                            www.anf-immobilier.com

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