BOULOGNE-BILLANCOURT, France--(BUSINESS WIRE)--Regulatory News:
The shareholders of Cardety and Carmila (Paris:CARM) meeting today at extraordinary general meetings have approved the proposed merger of their companies on the basis of a merger parity of 1 Cardety share for 3 Carmila shares, resulting in the absorption of Carmila by Cardety.
The merged entity was renamed « Carmila » and the new shares resulting from the merger will be admitted to trading on June 14, 2017, on the A compartment of the regulated market of Euronext in Paris under ISIN code FR0010828137 (CARM Mnemonic Code). The company benefits from the French SIIC (Société d’Investissement Immobilier Cotée) regime, the REIT tax efficient French regime.
Cardety and Carmila had previously signed a merger agreement on April 4, 2017 to create a major listed property company dedicated to the development and value creation of leading shopping centers in France, Spain and Italy, building on a strategic partnership with the Carrefour Group, the reference food retailer and one of the world's leading retailers.
This merger allows the creation of the 3rd listed real estate company of shopping centers in Continental Europe with a portfolio of 205 assets with an appraisal value of 5.4 billion euros1.
Following the holding of the two Extraordinary General Meetings, the Board of Directors of the Company, in its new configuration2, confirmed the new composition of the Board of Directors and its Committees and appointed Jacques Ehrmann as Chairman and Chief Executive Officer and Géry Robert-Ambroix and Yves Cadelano as Deputy Chief Executive Officers.
In this context, the company initiated a refinancing of its bank debt in order to extend its maturity while enlarging the pool of banks. On June 9, 2017, it received firm commitment letters from 10 banks for a total amount of Euro 770 million of drawn debt and Euro 1 009 million of RCF. Documentation is expected to be signed by June 16, 2017.
The average maturity of bank financing will, thus, increase from 3.5 years to 4.7 years, an increase of 1.2 years.
For Carmila, this merger constitutes a major milestone in its development as it benefits from the additional financial flexibility conferred by its status as a listed real estate company.
Carmila was founded on April 16, 2014 by Carrefour and large institutional investors with the objective to regenerate and extract value on shopping centers anchored by Carrefour stores in France, Spain and Italy. Its portfolio consisted, as at December 31, 2016, of 194 shopping centres in France, Spain and Italy, mostly leaders in their catchment areas, and valued at Euro 5.2 billion. Inspired by a genuine retail culture, Carmila's teams include all of the expertise dedicated to commercial attractiveness: marketing, specialty leasing, shopping centre management and portfolio management.
Carmila's 2016 audited consolidated financial statements were published on April 5, 2017 and are available on the website at www.carmila.com, in the Finance section.
Cardety (formerly named Carrefour Property Development) is a listed
property company benefiting from the tax regime for real estate
investment companies (“régime SIIC”) and principally engaged in the
development, acquisition and management of retail parks and shopping
centre units. As of December 31, 2016 the company owned 13 assets valued
at Euro 134 million including transfer taxes.
Cardety’s stock is listed in Compartment C of the Paris Euronext under ISIN Code FR0010828137 and Mnemonic Code CARD
The press release announcing Cardety's 2016 audited results under IFRS and 2016 Annual Report are available on the website www.cardety.com, in the Regulated Information section.
This press release contains forward-looking information and statements regarding the contemplated merger between Cardety and Carmila with respect to its objectives, results, effects and timing, as well as other information and statements which reflect Cardety and Carmila’s best estimates based on currently available information. Forward-looking information and statements are sometimes identified by the use of words such as “believes”, “expects”, “estimates”, “may”, “will”, “could”, “should”, “shall”, “intends”, “aims”, “plans”, “predicts” or “anticipates” or the negative, conditional or future thereof, other variations thereon or comparable language. Investors and shareholders are cautioned that forward-looking information and statements are subject to numerous risks and uncertainties, many of which are difficult to predict and generally beyond the control of Cardety and/or Carmila, that could cause actual results and developments to differ materially and adversely from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified in filings with the Autorité des Marchés Financiers made or to be made by Cardety and/or Carmila. Cardety and Carmila undertake no obligation to publicly update these forward-looking statements, whether as a result of new information, future events, or otherwise.
1 Pro forma Gross Asset Value including transfer
taxes, as of March 31, 2017,
2 as described in paragraph 14.1.1 of Annex II to document E, registered by the Autorité des Marchés Financiers (AMF) under number E. 17-040