ICADE (EPA:ICAD) - NARROWING OF THE PROPOSED INDICATIVE MERGER RATIO RANGE AS PART OF THE PLANNED MERGER OF ANF IMMOBILIER INTO ICADE

Transparency directive : regulatory news

25/04/2018 18:30

PRESS RELEASE
Issy-les-Moulineaux, 25 April 2018

NARROWING OF THE PROPOSED INDICATIVE MERGER RATIO RANGE AS PART OF THEPLANNED
                      MERGER OF ANF IMMOBILIER INTO ICADE

On 12 February 2018, ANF Immobilier and Icade announced the principle of a
planned merger with an indicative merger ratio range between 0.25 and 0.30
Icade share for 1 ANF Immobilier share.

The President of the Nanterre Commercial Court (Tribunal de Commerce de
Nanterre) appointed M. Didier Kling and Finexsi Audit as merger auditors by
order dated 14 February 2018.

The Supervisory Board of ANF Immobilier decided to put in place an ad hoc
committee for this planned merger and an independent expert (JPA, represented
by M. Jacques Potdevin) was designated to issue a report on the appropriate
merger ratio in the interest of all shareholders.

On the basis of works carried out since the announcement of the planned merger,
the Supervisory Board, at the recommendation of its ad hoc committee and the
Management Board of ANF Immobilier dated 24 April 2018, as well as the Board of
Directors of Icade dated 25 April 2018 have approved the narrowing of the
indicative merger ratio range to 0.26 and 0.28 Icade share for 1 ANF
Immobilier share.

The information and consultation procedure of the employee representative
committee (Comité d'Entreprise) of Icade, as well as of the sole employee
representative body (Délégation Unique du Personnel) of ANF Immobilier are
still pending, opinions should be rendered by 16 May 2018.

The definitive merger ratio proposed to the shareholders of both ANF Immobilier
and Icade will be set at the next meetings of the Management Board and of the
Supervisory Board of ANF Immobilier and of the Board of Directors of Icade,
that will be held in mid-May 2018.

It is recalled that the transaction is subject to usual conditions precedent,
particularly confirmation by the French Financial Markets Authority (Autorité
des marchés financiers, AMF) that the merger will not result in any obligation
for Icade to launch an offer on the shares of ANF Immobilier under Article
236-6 of the AMF General Regulations and the approval by the Extraordinary
General Meetings of shareholders of both ANF Immobilier and Icade to be held in
June 2018.

Icade will later publish a press release presenting the features of the merger
in accordance with the provisions of Article 17 of Instruction DOC-2016-04 of
21 October 2016 of the AMF.

Documents intended for shareholders for the purpose of the proposed merger will
be made available in the manner and times provided for by the applicable
regulation.

Disclaimer
This announcement is for information purposes only and is not intended to
constitute, and should not be construed as, an offer to sell or subscribe for
or a solicitation of any offer to buy or subscribe for (or any announcement of
such a forthcoming offer or solicitation) securities in France, the United
States of America (the "United States") or in any other jurisdiction. No offer
to sell or subscribe for securities or solicitation of any offer to buy or
subscribe for securities will be made in France, the United States or in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration, exemption from registration or qualification under the
securities laws of such jurisdiction, and the distribution of this announcement
in jurisdictions may be similarly restricted. Persons into whose

possession this communication comes should inform themselves about and observe
any such restrictions. Any failure to comply with these restrictions may
constitute a violation of the security laws of any such jurisdiction.

The securities referenced in this announcement 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, sold, transferred or otherwise
disposed of in the United States absent registration or an exemption from, or
in a transaction not subject to, the registration requirements under the U.S.
Securities Act and in compliance with applicable state securities laws. Icade
has not registered and does not intend to register any portion of any offering
in the United States or to conduct a public offering of any securities in
France, the United States or any other jurisdiction.

                                 ABOUT ICADE
                          Building for every future

As an investor and a developer, Icade is an integrated real estate player which
designs innovative real estate products and services adapted to new urban
lifestyles and habits. By placing corporate social responsibility and
innovation at the core of its strategy, Icade is closely involved with
stakeholders and users in the cities - local authorities and communities,
companies and employees, institutions and associations... As a commercial and
healthcare property investor (portfolio value of EUR10,8 bn as of 12/31/17) and
as a property developer (2017 economic revenues of EUR1,209m), Icade has been
able to reinvent the real estate business and foster the emergence of
tomorrow's greener, smarter and more responsible cities. Icade is a significant
player in the Greater Paris area and major French cities. Icade is listed on
Euronext Paris as a French Listed Real Estate Investment Company (SIIC). Its
leading shareholder is the Caisse des Dépôts Group.

CONTACTS

Guillaume Tessler,
Head of financial information
and investor relations
+33(0)1 41 57 71 61
guillaume.tessler@icade.fr

Charlotte Pajaud-Blanchard,
Press relations manager
+33(0)1 41 57 71 19
charlotte.pajaud-blanchard@icade.fr

About ANF Immobilier

ANFImmobilier (ISIN FR0000063091)is a listed real estate investment company,
owning a property portfolio comprising offices, retails and hotels for an
amount of EUR 648 million in France. It is a transformation real estate
company, metamorphosing, that focuses on commercial real estate, value creation
and supporting large, dynamic, regional cities in France. It currently has
operations in Bordeaux, Lyon, Marseille and Toulouse. Listed on Euronext Paris,
ANF Immobilier is included in the EPRA Developed Europe real estate index. ANF
Immobilier is a subsidiary of Icade.

http://www.anf-immobilier.com

Contact ANF Immobilier:
Laurent Milleron
investorrelations@anf-immobilier.com

    The text of this press release is available on Icade and ANF Immobilier
                                    websites:

                                  www.icade.fr
                             www.anf-immobilier.com

ICADE's latest news

19/04/2024 18:00

ICADE (EPA:ICAD) - NARROWING OF THE PROPOSED INDICATIVE MERGER RATIO RANGE AS PART OF THE PLANNED MERGER OF ANF IMMOBILIER INTO ICADE

Transparency directive : regulatory news

ICADE's latest news

Other stories