Continued implementation of the refinancing plan announced on 14 November 2023, with the AMF waiver granted
Paris, 8 February 2024 - Clariane (CLARIA.PA - ISIN FR0010386334), announces that, in the context of its global refinancing plan announced on 14 November 2023 (the "Refinancing Plan"), the Autorité des marchés financiers (AMF) has today granted Predica, a subsidiary of the Crédit Agricole Assurances Group and Clariane's largest reference shareholder, an exemption from the mandatory filing of a tender offer pursuant to Articles 234-8, 234-9 2° and 234-10 of the AMF's General Regulations (see AMF decision n° 224C0227 of 8 February 2024), in the event that Predica's subscription to the capital increase would cause it to exceed the threshold for a mandatory public offer.
The granting of this waiver is an important step towards the implementation of the proposed capital increase contemplated for in the Refinancing Plan.
It should be noted that:
• The Company's Board of Directors has approved a proposed capital increase for a gross subscription amount of approximately €300 million, carried out in cash with shareholders' preferential subscription rights maintained (the "Capital Increase");
• Crédit Agricole Assurances, which holds 24.7% of the share capital and voting rights via Predica, has undertaken to subscribe, subject to the fulfilment of the Pre-Conditions (as outlined below) and the market standard conditions for this type of transaction, (i) on an irreducible basis for the amount of its proportionate share in the share capital by exercising all the preferential subscription rights it will receive and (ii) on a reducible basis for a total combined cash subscription amount equal to the difference between 200 million euros and the total amount of its subscription on an irreducible basis;
• The Company has also received expressions of interest from banks to underwrite, subject to conditions precedent, the balance of the Capital Increase, i.e. up to a maximum of €100 million.
The Capital Increase will be launched subject to the adoption by the Extraordinary General Meeting of shareholders of the resolutions enabling it to be carried out and remains subject to the exercise of the following conditions precedent (the “Pre-Conditions”):
• Obtaining authorisation from the relevant competition authorities for the possible takeover of Clariane by Crédit Agricole Assurances, in the event that Crédit Agricole Assurances' subscription to the Capital Increase leads to such a takeover;
• Obtaining an amendment to the terms and conditions of the OCEANE bonds maturing in 2027 (0.875% - FR0013489739) in order to exclude from the early redemption provisions the case of a takeover of Clariane by Crédit Agricole Assurances by way of the Capital Increase;
• Submission by the independent expert appointed by the Company's Board of Directors of a fairness opinion confirming the fairness of the terms and conditions of the Capital Increase and the related agreements, including underwriting commitments;
• Approval of the prospectus for the Capital Increase by the AMF.
It should be noted that the Capital Increase will provide for the shareholders' preferential subscription rights to be maintained. Shareholders will therefore be able to subscribe to this Capital Increase in order to maintain their shareholding by benefiting from the discount. Otherwise, shareholders who do not wish to exercise their pre-emptive rights will be subject to significant dilution, which may be offset in whole or in part by the sale of their pre-emptive rights.
Crédit Agricole Assurances, which holds, via Predica, 24.7% of the Company's capital and voting rights, has undertaken to limit its voting rights at the General Shareholder Meeting called to vote on the resolutions relating to the Capital Increase to one third of the voting rights of the shareholders present or represented. It should be noted that a two-thirds majority of the votes cast by the shareholders present or represented is required for approval of the resolution relating to the Capital Increase.
It should be noted that the General Meeting called to vote on the resolutions relating to the Capital Increase will also be asked to authorise, in accordance with Article L. 225-38 of the French Commercial Code, the agreement entered into between the Company and Predica on 13 November 2023, providing for Crédit Agricole Assurances' support for the Refinancing Plan, by a majority of the shareholders present or represented at the meeting, with Predica not taking part in the vote.
It is also specified that in the event that Crédit Agricole Assurances' subscription to the Capital Increase leads to it taking control of Clariane, Crédit Agricole Assurances has undertaken to:
• ensure that the Company's Board of Directors and its committees are composed in accordance with the AFEP-MEDEF Code, with one half of the directors being independent in the absence of a controlling interest and one third in the event of a takeover, and to limit its representation to its percentage holding in the share capital;
• maintain the Company's listing, and not increase Crédit Agricole Assurances’ level of shareholding, for a minimum period of 12 months, to enable the Company's shareholders who may or may not have participated in the Capital Increase to benefit from the favorable share price momentum that the Company hopes to regain following the strengthening of its shareholders' equity and throughout the implementation of the asset disposal program, which will generate gross proceeds of approximately 1 billion euros; and
• continue supporting the Company in ensuring its own development, in line with the voting policy of a major insurance group.
The Company has asked FINEXSI, an independent expert appointed by the Board of Directors at its meeting of 13 November 2023 in accordance with Article 261-3 of the AMF's General Regulations and best practice, to draw up an opinion as to whether it would be in the Company's interest to implement the Refinancing Plan. The conclusions of this opinion dated 23 January 2024, are reproduced in the appendix to this press release.
In December 2023, the Company completed the first two phases of the Refinancing Plan:
• The completion of the "Gingko" real-estate partnership for €140 million (press release dated 15 December 2023), followed by the completion of the "Juniper" real-estate partnership for €90 million (press release dated 28 December 2023);
• The arrangement and drawdown of a €200 million term loan with Caisse Régionale de Crédit Agricole Mutuel de Paris et d'Ile de France (CADIF), LCL and Crédit Agricole Corporate and Investment Bank (CACIB) (press release dated 28 December 2023). [This term bridge loan was used to repay 190 million euros in real-estate loans maturing in the first quarter of 2024]. It should be noted in this regard that in addition to the usual cases, the bridging loan must be repaid in advance in the event of abandonment of the Capital Increase project, unless the Company plans to raise financing in equity or quasi-equity. -equity or similar funds of a minimum amount of 300 million euros.
The Company intends to hold the General Meeting called to vote on the resolutions relating to the Capital Increase by end of March 2024.
The Company wishes to point out that the Capital Increase is an essential condition of its Refinancing Plan, and that in the event of its non-completion, the Company could face a liquidity risk and be forced to seek for an appropriate protection regime to renegotiate its debt with its creditors.
Warning
This press release does not constitute, and shall not be deemed to constitute, an offer to the public or an offer to purchase or the solicitation of public interest in a transaction by way of public offer, 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.
A prospectus relating to the capital increase will be submitted by Clariane S.E. to the Autorité des marchés financiers for approval before the effective launch of the capital increase.
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.
