Carmila Closes the Exercise Period for the Warrants Allocated to All Its Shareholders and Records Additional Share Subscriptions for c. Euro 2 Million

The total amount of its capital increase rises to Euro 555 million (excluding the exercise of the overallotment option)

BOULOGNE-BILLANCOURT, France--()--Regulatory News:

Carmila (Paris:CARM):

Not for distribution directly or indirectly in the United States, Canada, Australia or Japan.

The share placement completed on July 6, 2017 by Carmila provided for the shareholders of Carmila who had neither sold nor exercised their warrants by 11:00am on July 10, 2017 to benefit from an exercise period up to and including July, 17, 2017.

Following the end of the exercise period for these warrants on July 17, 2017, the additional capital increase resulting from the exercise of the remaining warrants (which have neither been sold to the banking syndicate nor exercised by Carrefour) amounts to approximately Euro 2 million, for a total of 82,150 additional new shares to be issued.

As a result, 23,123,818 shares will have been issued as part of Carmila’s previously announced capital increase (excluding the overallotment option) corresponding to a total amount of Euro 555.0 million, of which:

  • 20,958,334 shares were issued as part of the share placement representing Euro 503.0 million; and
  • 2,165,484 shares will have been issued following the exercise of the remaining warrants (including the subscription of Carrefour through the partial exercise of its warrants for an amount of Euro 50 million) representing c. Euro 52.0 million.

Following the exercise of the remaining warrants, and upon issuance of the corresponding additional new shares, Carmila’s outstanding share capital will be composed of 131,992,047 shares.

The settlement and delivery of the 82,150 new shares issued through the exercise of the warrants since July 10, 2017 is expected to take place on July 25, 2017.

Information available to the public

Copies of the prospectus that has been granted visa n°17-298 by the AMF on June 23, 2017, consisting of the Registration Document of Cardety registered by the AMF under number D.17-0428 on April 25, 2017, the Appendix II to the Document E containing information about Carmila filed with the AMF, which received visa No. E.17-040 dated May 5, 2017 and a securities note (including a summary of the prospectus) are available on the dedicated website of Carmila www.augmentation-de-capital-2017-carmila.com and on the AMF website (www.amf-france.org), and free of charge upon request to Carmila at 58 avenue Emile Zola, 92100 Boulogne-Billancourt, France. Carmila draws the public’s attention to the risk factors in paragraph 5 of the management report of Cardety’s board of Directors in chapter 9.2 of Cardety’s Registration Document, in Chapter 4 of Appendix II of the Document E as well as to the Section 2 of the securities note.

2017 indicative financial calendar

September 4, 2017 (after market close): First-half 2017 results

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About Carmila

Carmila was founded by Carrefour and large institutional investors in order to develop the value of shopping centers anchored by Carrefour stores in France, Spain and Italy. Its portfolio pro forma for the merger with Cardety effective as of June 12 consisted, as at March 31, 2017, of 205 shopping centers in France, Spain and Italy, mostly leaders in their catchment areas, and valued at Euro 5.4 bn as at March 31, 2017. Inspired by a genuine retail culture, Carmila's teams include all of the expertise dedicated to retail attractiveness: leasing, digital marketing, specialty leasing, shopping centre management and portfolio management.

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This press release does not constitute a public offer to sell or purchase, or a public solicitation of an offer to sell or purchase, securities in any country or jurisdiction.

No communication nor any information relating to the transaction described in this press release or to Carmila may be distributed to the public in any country or jurisdiction where such distribution would require registration or approval of securities. No such registration or approval has been or will be obtained outside of France. The diffusion of this press release in certain countries may be prohibited under applicable law. Carmila assumes no responsibility if there is a violation of applicable law and regulations by any person.

This press release constitutes promotional material only and not a prospectus within the meaning of Directive 2003/71/EC (as amended, in particular, by Directive 2010/73/UE (together, the “Prospectus Directive”)).

In France, an offer of securities to the public may not be made except pursuant to a prospectus that has received a visa from the French Financial Markets Authority (the “AMF”). For any other Member State of the European Union or the members of the European Economic Area that has transposed the Prospectus Directive (each, a "Concerned Member State"), no action has been nor will be undertaken to allow the public offering of securities requiring the publication of a prospectus in any Concerned Member State, except pursuant to Article 3(2) of the Prospectus Directive to the extent transposed by such Concerned Member State or under other circumstances that will not result in the requirement of the publication of a prospectus (within the meaning of the Prospectus Directive or other applicable regulations in such Concerned Member State) by Carmila.

The distribution of this press release is not made, and has not been approved, by an “authorized person” within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, the distribution of this press release is directed only at (i) persons outside the United Kingdom, subject to applicable laws, (ii) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order") or (iii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) (a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The transaction mentioned herein is only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire Carmila’s shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on, this press release or any information contained herein. This press release does not constitute a prospectus approved by the Financial Services Authority or any other regulatory authority in the United Kingdom within the meaning of Section 85 of the Financial Services and Markets Act 2000.

This press release does not constitute an offer or invitation to sell or purchase, or a solicitation of any offer to purchase or subscribe for, any securities of Carmila in the United States of America. Securities may not be offered, subscribed for, pledged, sold or otherwise transferred in the United States of America absent registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. The securities of Carmila have not been and will not be registered under the U.S. Securities Act and Carmila does not intend to make a public offer of its securities in the United States of America.

This press release may not be published, transmitted or distributed, directly or indirectly, and does not constitute an offer of securities, in the United States (including in the territories and dependencies and in any State of the United States), in Canada, in Australia, or in Japan.

Stabilization

From the announcement date of the Global Offering price and during a period ending 30 calendar days later (i.e., according to the expected timetable, until August 4, 2017, included), Morgan Stanley& Co. International plc, acting as stabilizing agent may, without any obligation, in compliance with laws and regulations, in particular EU Parliament and Council Regulation 596/2014 of 16 April 2014 and Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 on market abuse, effect transactions with a view to maintaining the market price of the shares on the regulated market of Euronext Paris. In compliance with Article 7 of the Delegated Regulation (EU) 2016/1052 of 8 March 2016, the stabilization activities shall not in any circumstances be executed above the Global Offering price. Such stabilization activities may affect the price of the shares and may conduct to the fixing of the market price higher than the one which would otherwise be fixed. Even if stabilization activities were carried out, Morgan Stanley& Co. International plc may, at any time, decide to stop such activities. Information of the competent market authorities and the public will be made in compliance with Article 5 of the above mentioned Delegated Regulation n° 2016/1052. In compliance with the provisions of Article 8 of the above mentioned Delegated Regulation n° 2016/1052, Morgan Stanley & Co. International plc, acting on behalf of the Underwriters of the Global Offering, may, over-allot in the context of the Global Offering at the number of shares covered by the overallotment option, plus, if applicable, 5% of the Global Offering (excluding the exercise of the overallotment option).

Contacts

Carmila
Investors and analysts contact:
Marie-Flore Bachelier, +33 6 20 91 67 79
marie_flore_bachelier@carmila.com
or
Press contacts:
Candice Baudet Depierre, +33 6 26 60 85 01
candice.baudetdepierre@shan.fr
or
Alexandre Daudin, +33 6 34 92 46 15
alexandre.daudin@shan.fr

Contacts

Carmila
Investors and analysts contact:
Marie-Flore Bachelier, +33 6 20 91 67 79
marie_flore_bachelier@carmila.com
or
Press contacts:
Candice Baudet Depierre, +33 6 26 60 85 01
candice.baudetdepierre@shan.fr
or
Alexandre Daudin, +33 6 34 92 46 15
alexandre.daudin@shan.fr