from FREY (EPA:FREY)
FREY announces the success of its rights issue for an amount of approximately €97.1 million
Settlement and delivery and admission of the new shares to trading on Euronext Paris:
December 19, 2023
FREY (Euronext Paris: FREY – ISIN FR0010588079) (the “Company”) announces today the success of its share capital increase with shareholders’ preferential subscription rights (the “Rights”) in a gross amount of approximately €97.1 million, including issue premium (the “Share Capital Increase”).
Antoine Frey, Chief Executive Officer, stated: "The success of this new fundraising confirms the confidence of its historic shareholders and new entrants. FREY has always been able to count on their support since its listing. The diversity of its shareholders, both entrepreneurial and institutional, remains a guarantee of dynamism and solidity for the Group. This fundraising will help finance our growth ambition with the aim of becoming the European leader in sustainable commerce. This strategy has permitted to create a real estate company with a unique assets’ portfolio and the recent acquisition of Polygone Riviera is the perfect illustration of this. FREY has secured resources to support this growth and seize market opportunities in Europe.”
Results of the Share Capital Increase
The Share Capital Increase was subscribed for a total amount, issue premium included, of €97,082,375 resulting in the issue of 3,883,295 new shares (the "New Shares") at a subscription price of €25.00 per New Share.
Following the subscription period, which ended on December 12, 2023:
• 3,761,681 New Shares were subscribed on an irreducible basis (“à titre irréductible”), representing approximately 92.83% of the maximum number of shares to be issued initially; and
• orders submitted on a reducible basis (“à titre réductible”) represented 121,614 New Shares and will therefore be fully allocated.
• Total demand on an irreducible basis and on a reducible basis represented 3,883,295 New Shares, corresponding to 95.83% of the maximum number of shares to be issued initially, i.e., 4,052,400.
The main shareholders of the Company (Firmament Participations, Foncière AG Real Estate, Predica, Cardif Assurance Vie and Sogecap) and Société Immobilière et Mobilière de Montagny, a company controlled by R. Deveaux (« SIMM ») subscribed to the Share Capital Increase pursuant to their subscription commitments.
Indicative timetable
Settlement and delivery and admission of the New Shares to trading on Euronext Paris are expected to take place on December 19, 2023. The new shares will entitle their holders to any dividends declared by FREY as from the date of issuance. The new shares will be fully fungible with FREY’s existing shares and will be traded under the same trading line and ISIN code as FREY’s existing shares (ISIN code FR0010588079).
Lock-up undertaking from the Company
The Company has agreed to a lock-up period ending 180 calendar days after the settlement and delivery date of the Share Capital Increase, subject to certain customary exceptions.
Impact on the share capital of the Company
To the best of the Company's knowledge, the table below shows the breakdown of capital before the issue of the New Shares as of October 31, 2023:
Number of shares | % of the share capital | Number of voting rights | % of voting rights(1) | |
Shareholders | ||||
Firmament Participations(2) | 7,535,722 | 26.6 % | 7,535,722 | 27.0 % |
Predica | 5,589,451 | 19.7 % | 5,589,451 | 20.0 % |
Louvresses Développement II | 660,224 | 2.3 % | 660,224 | 2.4 % |
Foncière AG Real Estate | 2,510,771 | 8.9 % | 2,510,771 | 9.0 % |
EFFI Invest II | 1,130,460 | 4.0 % | 1,130,460 | 4.0 % |
Cardif | 3,560,743 | 12.6 % | 3,560,743 | 12.8 % |
Sogecap | 3,560,743 | 12.6 % | 3,560,743 | 12.8 % |
SCI Primonial Capimmo | 2,389,352 | 8.4 % | 2,389,352 | 8.6 % |
Treasury shares | 449,140 | 1.6 % | 0 | 0.0 % |
Public | 980,197 | 3.5 % | 980,197 | 3.5 % |
TOTAL | 28,366,803 | 100.0% | 27,917,663 | 100.0% |
(1) The percentages of voting rights indicated in this table are calculated taking into account the treasury shares held by the Company which are deprived of voting rights pursuant to the provisions of article L. 225-210 of the French Commercial Code.
(2) Firmament Participations is approximately 50.66% owned by Antoine Frey and his wife Aude Frey, 35.32% by Crédit Mutuel Equity and 14.02% by other shareholders. The manager of Firmament Participations is its general partner (associé commandité), Firmament Gestion SAS, registered in the Reims Trade and Companies Register under number 800 554 982, whose share capital is wholly owned by Mr. Antoine Frey. Firmament Participations operates as a holding company.
On the basis of available information as of today and following the Share Capital Increase, the share capital will break down as follows:
Number of shares | % of the share capital | Number of voting rights | % of voting rights(1) | |
Shareholders | ||||
Firmament Participations | 8,612,250 | 26.7% | 8,612,250 | 27.1% |
Predica | 6,289,451 | 19.5% | 6,289,451 | 19.8% |
Louvresses Développement II | 660,224 | 2.1% | 660,224 | 2.1% |
Foncière AG Real Estate | 2,581,771 | 8.0% | 2,581,771 | 8.1% |
EFFI Invest II | 1,130,460 | 3.5% | 1,130,460 | 3.6% |
Cardif | 4,069,420 | 12.6% | 4,069,420 | 12.8% |
Sogecap | 3,960,743 | 12.3% | 3,960,743 | 12.5% |
SIMM | 800,000 | 2.5% | 800,000 | 2.5% |
SCI Primonial Capimmo | 2,389,352 | 7.4% | 2,389,352 | 7.5% |
Treasury shares | 449,140 | 1.4% | 0 | 0.0% |
Public | 1,307,287 | 4.1% | 1,307,287 | 4.1% |
TOTAL | 32,250,098 | 100.0% | 31,800,958 | 100.0% |
(1) The percentages of voting rights indicated in this table are calculated taking into account the treasury shares held by the Company which are deprived of voting rights pursuant to the provisions of article L. 225-210 of the French Commercial Code.
Lock-up undertakings from shareholders
Firmament Participations, Foncière AG Real Estate, Predica, Cardif Assurance Vie and Sogecap, shareholders of the Company and SIMM, have agreed to lock-up periods ending 90 calendar days after the settlement and delivery date of the Share Capital Increase, subject to certain customary exceptions.
In the context of the Share Capital Increase and the issuance of 3,883,295 New Shares, 26,053,635 shares are subject to lock-up undertakings.
Availability of the Prospectus
The prospectus relating to the Share Capital Increase (the “Prospectus”) received approval from the Autorité des Marchés Financiers (the “AMF”) under number 23-489 on November 27, 2023. The prospectus includes (i) the universal registration document (document d’enregistrement universel) of the Company filed with the AMF on March 24, 2023 under number D.23-0146 (the “Universal Registration Document”), (ii) the amendment to the Universal Registration Document filed with the AMF on November 27, 2023 under number D.23-0146-A01 (the “Amendment to the Universal Registration Document”) and (iii) a securities note (note d’opération) dated November 27, 2023 and (iv) the summary of the Prospectus (included in the Securities Note). The approval of the prospectus by the AMF should not be considered as a favorable opinion on the securities offered or admitted to trading on a regulated market.
Copies of the Prospectus are available free of charge at the Company’s registered office (Parc d’affaires TGV Reims- Bezannes – 1 rue René Cassin – 51430 Bezannes), on the website of the Company (www.frey.fr) and of the AMF (www.amf-france.org).
Investors’ attention is drawn to the risk factors included in section 1.4 of the Universal Registration Document, in section 2.4 of the Amendment to the Universal Registration Document and in section 2 of the Securities Note.
About FREY
Developer, investor and manager, FREY is a real estate company specialising in the development and operation of openair shopping centres in Europe. A pioneer in environmentally-friendly retail parks with its Greencenter concept and inventor of next generation open-air shopping centres Shopping Promenade, “entreprise à mission”, B Corp™ certified FREY is fully engaged in a more responsible, greener society that is socially beneficial to its ecosystem and its stakeholders. As the company knows just how essential retail is to urban diversity, social link, local economic resilience and environmental transition, its mission is restoring retail as a service for the common good. FREY also conducts major urban renewal operations and mixed-purpose projects.
FREY is listed on compartment B of Euronext Paris. ISIN: FR0010588079 - Mnemo: FREY
CONTACT: IR@frey.fr
Disclaimer
This press release, and its content, do not constitute an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of the ordinary shares and preferential rights of FREY in Australia, Canada, Japan or in the United States of America, or in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
The distribution of this document may, in certain jurisdictions, be restricted by local legislations. Persons into whose possession this document comes are required to inform themselves about and to observe any such potential local restrictions.
This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”).
Neither this press release nor any of the information contained herein may be distributed to the public in any country in which registration or approval is required. No action has been or will be taken in any jurisdiction (other than France) in which such actions would be required.
With respect to the member states of the European Economic Area (other than France) and the United Kingdom (each a “Relevant State”), no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any Relevant State. As a result, the securities may and will be offered in any Relevant State only (i) to qualified investors within the meaning of the Prospectus Regulation, for any investor in a Member State of the European Economic Area, or Regulation (EU) 2017/1129 as part of national law under the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), for any investor in the United Kingdom, (ii) to fewer than 150 individuals or legal entities (other than qualified investors as defined in the Prospectus Regulation or the UK Prospectus Regulation, as the case may be), or (iii) in accordance with the exemptions set forth in Article 1 (4) of the Prospectus Regulation or under any other circumstances which do not require the publication by FREY of a prospectus pursuant to Article 3 of the Prospectus Regulation and/or to applicable regulations of that Relevant State.
The distribution of this press release has not been made, and has not been approved, by an “authorised person” within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.