Regulatory News:
NOT FOR DISTRIBUTION IN THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA OR JAPAN. THIS COMMUNICATION IS NOT AN
OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA OR ANY
OTHER JURISDICTION.
THIS PRESS RELEASE IS A PROMOTIONAL
COMMUNICATION AND NOT A PROSPECTUS WITHIN THE MEANING OF REGULATION
(EU) 2017/1129
Clariane (Paris:CLARI), Europe's leading community for care in
times of vulnerability (the "Company") announces that the
General Meeting of Shareholders has approved all the resolutions
supported by the Board of Directors including the reserved capital
increase of approximately 92.1 million euros for the benefit of HLD
Europe, Flat Footed and Leima Valeurs.
The Annual General Meeting of shareholders was held on 10 June
2024, chaired by Jean-Pierre Duprieu, Chairman of the Board of
Directors, and attended by Sophie Boissard, Group Chief Executive
Officer, Philippe Garin, Group Chief Financial Officer, Amandine
Daviet, Group Corporate Secretary, the members of the Board of
Directors and the Statutory Auditors.
- Approval of the reserved capital increase
On 17 May 2024, as part of the third stage of the plan to
strengthen its financial structure by €1.5 billion in order to meet
the increased constraints encountered in refinancing its
forthcoming debt maturities (the " Strengthening Plan")
announced on 14 November 2023, the Company announced capital
increases totaling up to approximately €328 million, consisting
of:
- a capital increase of approximately 92.1 million euros reserved
to HLD1 , Flat Footed2 and Leima3 , the completion of which was
subject to the approval of the 19th and 20th resolutions submitted
to the Combined General Meeting of shareholders held today (the
"Combined General Meeting of 10 June 2024"), and
- a subsequent capital increase, with shareholders' preferential
subscription rights, for a maximum amount of approximately €236
million, to be carried out on the basis of the 2nd resolution
adopted by the Combined General Meeting of shareholders on 26 March
2024.
At the Combined General Meeting of 10 June 2024, more that 98%
of the shareholders present or represented approved the principle
of a reserved capital increase without shareholder preferential
subscription rights for the benefit of HLD, Flat Footed and Leima
for a total cumulative amount, including share premium, of
92,099,997.60 euros, by issuing 35,423,076 new shares at price of
2.60 euros per new share (the "Reserved Capital
Increase").
Following approval of the resolutions required to complete the
Reserved Capital Increase, the Company's Board of Directors,
meeting today, has decided to implement the delegation of authority
granted by the Combined General Meeting of 10 June 2024 and to
launch the Reserved Capital Increase, the settlement and delivery
of which should take place on 12 June 2024. The net proceeds of the
Reserved Capital Increase will be used for the make early repayment
of the bridge loan, the outstanding principal of which is 175
million euros. The balance of the bridge loan will therefore be
reduced to 85 million euros.
Following the Reserved Capital Increase, the Company's share
capital would amount to €1,423,923.05, divided into 142,392,305
ordinary shares with a par value of €0.01 each.
Predica's directorship was renewed at the Combined General
Meeting of 10 June 2024.
The Combined General Meeting of 10 June 2024 also approved the
appointment of:
- two independent directors, Sylvia Metayer
and Patricia Damerval,
- two directors nominated by HLD Europe, Mr
Jean-Bernard Lafonta and HLD Europe,
- a director nominated by Leima Valeurs, Mr
Ondřej Novák.
The mandates of Mr Jean-Bernard Lafonta, HLD Europe and Mr
Ondřej Novák will be effective from the date of completion of the
Reserved Capital Increase.
The terms of office of Holding Malakoff Humanis and Mrs
Catherine Soubie, who did not wish to be reappointed, expired at
the close of the Combined General Meeting of 10 June 2024.
- Attendance at the Combined General Meeting of 10 June 2024
and record of decisions
At this General Meeting, 56,255,010 shares with voting rights
and an identical number of exercisable voting rights were
represented out of a total of 106,969,229 shares with voting
rights, i.e. 52,73% of shares with voting rights. Predica did not
take part in the vote on the 16th resolution (regulated agreements)
and Flat Footed and Leima Valeurs did not take part in the vote on
the 19th and 20th resolutions (reserved capital increase).
The Combined General Meeting of 10 June 2024 adopted all the
resolutions supported by the Board of Directors , i.e. a total of
23 resolutions out of the 24 submitted for approval. It should be
noted that the 21st resolution (capital increase in favour of
members of a company or group savings plan) had not been approved
by the Board of Directors as the General Meeting of 26 March 2024
had already approved such a resolution (3rd resolution), which is
still valid for a period of approximately 23 months.
Full voting results will be available on the Company's website
(www.clariane.com).
A replay of the General Meeting will be available on the
Investors section of the Company's website (www.clariane.com).
Upcoming events:
5 August 2024 - Sales and results for the
half-year 2024
23 October 2024 - Sales for the 3rd quarter
2024
Warning
This press release does not constitute, and shall not be deemed
to constitute, an offer to the public or an offer to buy or the
solicitation of public interest in an offer to the public, nor
shall there be any sale of securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful absent
registration or approval under the securities laws of such state or
jurisdiction. The distribution of this document may be subject to
specific restrictions in certain countries. Persons in possession
of this document are required to inform themselves of and to
observe any such local restrictions. The shares of Clariane and any
rights to subscribe for shares of the Company) 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 or sold
in the United States absent registration or an applicable exemption
from registration under the U.S. Securities Act, or in a
transaction not subject to such requirements.
An admission prospectus relating to the reserved capital
increase will be submitted to Clariane S.E. for approval by the
Autorité des marchés financiers prior to the General Meeting of
shareholders on 10 June 2024.
A prospectus relating to the capital increase with preferential
subscription rights will be submitted by Clariane S.E. to the
Autorité des marchés financiers for approval prior to the effective
launch of this capital increase.
This document contains forward-looking statements that involve
risks and uncertainties, including those included or incorporated
by reference, concerning the Group's future growth and
profitability that could cause actual results to differ materially
from those indicated in the forward-looking statements. These risks
and uncertainties relate to factors that the Company cannot control
or estimate precisely, such as future market conditions. The
forward-looking statements contained in this document constitute
expectations of future events and should be regarded as such.
Actual events or results may differ from those described in this
document due to a number of risks and uncertainties described in
Chapter 2 of the 2023 Universal Registration Document filed with
the Autorité des Marchés Financiers (AMF) on 30 April 2024 under
registration number D.24-0380, as amended in Section 3 of the
Amendment to the 2023 Universal Registration Document filed with
the AMF on 31 May 2024 under registration number D. 24-0380-A01,
available on the Company's website (www.clariane.com) and that of
the AMF (www.amf-france.org). All forward-looking statements
included in this document speak only as of the date of this press
release. Clariane S.E. undertakes no obligation and assumes no
responsibility to update the information contained herein beyond
what is required by applicable regulations.
You are cautioned not to place undue reliance on any
forward-looking statements. Neither the Company, nor any of its
directors, officers, employees, agents, affiliates or advisers
accepts any responsibility whatsoever for the reasonableness of
assumptions made or opinions stated or the likelihood of the
achievement of projections, prospects or returns. Any
responsibility or liability for any such information is expressly
disclaimed. Nothing in this document is, or should be relied upon
as, a promise or representation of the future. In addition, no
statement in this communication is intended to be nor may be
construed as a profit forecast. Past performance of the group
cannot be relied on as a guide to future performance.
About Clariane
Clariane is the leading European community for care in times of
vulnerability. It has operations in six countries: Belgium, France,
Germany, Italy, the Netherlands, and Spain.
Relying on their diverse expertise, each year the Group’s 60,000
professionals provide services to over 800,000 patients and
residents in three main areas of activity: long-term care nursing
home (Korian, Seniors Residencias, Berkley, etc.), specialized care
facilities and services (Inicea, Ita, Grupo 5, Lebenswert, etc.),
and alternative living solutions (Petits-fils, Ages et Vie,
etc.).
In June 2023, Clariane became a purpose-driven company and added
to its bylaws a new corporate purpose, common to all its
activities: “To take care of each person’s humanity in times of
vulnerability”.
Clariane has been listed on Euronext Paris since November
2006, In compartment B
Euronext ticker: CLARI - ISIN: FR0010386334
1 HLD will subscribe to the Reserved Capital Increase via
Ker Holding, a limited liability company incorporated under
Luxembourg law, whose registered office is located at 9b boulevard
Prince Henri L1724 Luxembourg (Grand Duchy of Luxembourg)
registered in Luxembourg under number B286532. 2 Flat Footed
will subscribe to the Reserved Capital Increase via the funds (i)
Flat Footed Series LLC - Fund 4, a limited liability company
incorporated under the laws of the United States, whose registered
office is at Flat Footed Series LLC, Attn: CSC, 251 Little Falls
Dr, Wilmington, DE 19808, United States, registered in the State of
Delaware under number #6688169, (ii) FF Hybrid LP, a limited
partnership under US law whose registered office is at FF Hybrid
LP, Attn: CSC, 251 Little Falls Dr, Wilmington, DE 19808, United
States, registered in the State of Delaware under number #6101493,
and (iii) GP Recovery Fund LLC, a limited liability company
incorporated under the laws of the United States, whose registered
office is at GP Recovery Fund LLC, Attn: Cogency Global Inc, 850
New Burton Rd, Suite 201, Dover, Kent County, DE 19904, United
States, registered in the State of Delaware under number #3776227.
3 Leima Valeurs will subscribe to the Reserved Capital
Increase via Leima Valeurs a.s., a company incorporated under the
laws of the Czech Republic, whose registered office is at
Opletalova 1284/37, ZIP Code, 110 00 Prague 1, Czech Republic,
registered in Prague under number B 28659/MSPH.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240610006792/en/
Investor
Stéphane Bisseuil Investor Relations Director +33 (0) 6
58 60 68 69 stephane.bisseuil@clariane.com
Press
Matthieu Desplats Press Relations Director 06 58 09 01 61
matthieu.desplats@clariane.com
Julie Mary Head of press relations 06 59 72 50 69
julie.mary@clariane.com
Florian Bachelet Head of press relations 06 79 86 78 23
florian.bachelet@clariane.com
Clariane (EU:CLARI)
過去 株価チャート
から 10 2024 まで 11 2024
Clariane (EU:CLARI)
過去 株価チャート
から 11 2023 まで 11 2024
