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Klépierre : CORRECTION: Klépierre : Press release relating to the filling of a draft securities note in relation to the



Klépierre : CORRECTION: Klépierre : Press release relating to the filling of a
   draft securities note in relation to the simplified tender offer for the
                        shares of the company Klémurs

This is a correction of the announcement from 21:50 31.01.2013 CET. Reason for
the correction: Addition in the header of the press realease of the following
advertisements: Not for release in or into the United States. This press
release does not constitute an offer to acquire securities.  The offer
described herein cannot be opened until it is approved by the Autorité des
marchés financiers. Not for release in or into the United States.
 
 

                Not for release in or into the United States.

 This press release does not constitute an offer to acquire securities.  The
 offer described herein cannot be opened until it is approved by the Autorité
                           des marchés financiers.

 

PRESS RELEASE RELATING TO THE FILING OF A DRAFT SECURITIES NOTE IN RELATION TO
      THE SIMPLIFIED TENDER OFFER FOR THE SHARES OF THE COMPANY KLEMURS

                                       
 

                      INITIATED BY THE COMPANY KLEPIERRE

                                       
 

                         PRESENTED BY MORGAN STANLEY

                                       
 

                             Price of the Offer:
             €24.60 per Klémurs Share (dividend coupon attached)

                           Timetable of the Offer:
  The timetable of the Offer will be established by the Autorité des marchés
financiers (the French financial markets authority, hereinafter referred to as
            the "AMF") in accordance with its General Regulations

                               IMPORTANT NOTICE

This press release has  been prepared and distributed  in accordance with  the 
provisions of article 231-16 of the AMF's General Regulations.

   This offer and draft securities note remain subject to the AMF's review.

Morgan Stanley & Co. International plc, acting on behalf of Klépierre, filed a
proposed simplified tender offer with the AMF on 31 January 2013 (the "Offer")
for the shares  of Klémurs.  Morgan  Stanley & Co.  International plc, as  the 
bank presenting the Offer,  guarantees, in accordance  with the provisions  of 
article 231-13 of the AMF's General Regulations, the contents and  irrevocable 
nature of the commitments undertaken by  the Initiator in connection with  the 
Offer.

The  draft  securities  note  is  available   on  the  websites  of  the   AMF 
(www.amf-france.org) and Klépierre  (www.klepierre.com). Copies  of the  draft 
securities note are available free of charge at:

    Klépierre     Morgan Stanley & Co. International plc
21, avenue Kléber           61, rue de Monceau
   75116 Paris                 75008 Paris

The securities  note that  will be  approved by  the AMF  and the  information 
relating to  the  characteristics, in  particular  the legal,  financial,  and 
accounting characteristics  of the  Initiator will  be made  available to  the 
public free of charge  from Klépierre and Morgan  Stanley & Co.  International 
plc as well as on the  website of the AMF (www.amf-france.org), in  accordance 
with the provisions of article 231-27  2 of the AMF's General Regulations.   A 
press release will be published in  accordance with the provisions of  article 
221-3 of the AMF's General  Regulations in order to  inform the public of  the 
availability of these documents.

In accordance  with the  provisions of  article 231-28  of the  AMF's  General 
Regulations, the information  relating to the  characteristics, in  particular 
the legal, financial,  and accounting  characterisitics of  Klépierre will  be 
made available to the public no later than the day prior to the opening of the
Offer.

IMPORTANT NOTICES

1) Pursuant to article L. 433-4 III of the French Monetary and Financial  Code 
and articles 237-14 et.  seq. of the AMF's  General Regulations, in the  event 
that the  minority shareholders  of Klémurs  do not  represent, following  the 
Offer, more  than  5%  of the  share  capital  or voting  rights  of  Klémurs, 
Klépierre reserves the right  to petition the AMF,  within three months  after 
the closing of the Offer, to implement a squeeze-out procedure at the price of
the Offer to acquire any Klémurs shares that were not tendered in the Offer.

2) Only those  shareholders who tender  their Shares to  the Offer within  the 
framework of the semi-centralization procedure as set forth in Section 2.4  of 
this press release will receive, if applicable, the Additional Price Per Share
described in Section  1.4.1 of  this press release.   The Shares  sold on  the 
market during the Offer and acquired on behalf of Klépierre will not carry the
right to this potential Additional Price Per Share.

                Not for release in or into the United States.

                         1.Presentation of the Offer

1.1Context of the Offer

In application of Title III of Book II and more specifically of article  233-1 
1 of the AMF's General Regulations, Klépierre, a French société anonyme with a
executive  board  and  a   supervisory  board  having   a  share  capital   of 
€279,258,476, whose registered office is  located at 21, avenue Kléber,  75116 
Paris, and which is registered with the registry of commerce and companies  of 
Paris under number 780 152 914 (the "Initiator" or "Klépierre"), whose  shares 
are listed on Compartment A of the regulated market of NYSE Euronext in  Paris 
("Euronext Paris")  under  ISIN  code  FR0000121964,  irrevocably  offers  the 
shareholders of Klémurs,  a French société  en commandite par  actions with  a 
share capital of €82,500,000 divided into 8,250,000 shares with a par value of
€10 each,  whose registered  office is  located at  21, avenue  Kléber,  75116 
Paris, and which is registered with the registry of commerce and companies  of 
Paris under number 419 711 833 (the "Company" or "Klémurs"), whose shares  are 
listed on Compartment C  of Euronext Paris under  ISIN code FR0010404780  (the 
"Shares"), to acquire all  of their Shares  at the price  of €24.60 per  Share 
(with the dividend coupon attached) to be paid exclusively in cash, under  the 
conditions described below (the  "Offer").  In the  event that, following  the 
Offer, the minority shareholders of Klémurs  do not represent more than 5%  of 
the share capital or voting rights of Klémurs, Klépierre reserves the right to
initiate a squeeze-out procedure pursuant to the provisions of articles 237-14
to 237-19 of the AMF's General Regulations (the "Squeeze-out").

The share  capital  and  voting  rights  of  Klémurs  are  distributed  (on  a 
theoretical basis) as follows as of 30 January 2013:

Shareholders              Number of    % of share       Number of  % of voting
                             Shares       capital   voting rights   rights (1)
Klépierre SA              6,939,372        84.11%       6,939,372       84.11%
Other registered              4,579         0.05%           4,579        0.05%
shares
CNP Assurances              375,000         4.55%         375,000        4.55%
Mutavie (MACIF)             375,000         4.55%         375,000        4.55%
Float                       536,025         6.50%         536,025        6.50%
Treasury Shares (1)          20,024         0.24%               -        0.24%
TOTAL                     8,250,000       100.00%       8,250,000         100%

(1)         Pursuant to the provisions of article 223-11 of the AMF's  General 
Regulations, the total number of voting  rights is calculated based on all  of 
the shares  to which  the voting  rights are  attached, including  the  shares 
deprived of voting  rights such as  treasury shares, held  in accordance  with 
article L.225-210 of the Commercial Code.

It is specified that Klépierre currently holds:

(i)         6,939,372  Shares, representing 84.11%  of the  share capital  and 
84.11% of the  voting rights of  the Company  (based on the  number of  voting 
rights resulting from the application of  article 223-11 of the AMF's  General 
Regulations); and

(ii)        69,268 shares of the 69,269 shares comprising the share capital of
Klépierre Conseil, a société  par actions simplifiée with  a share capital  of 
€1,108,304, whose registered  office is  located at 21,  avenue Kléber,  75116 
Paris, and which is registered with the registry of commerce and companies  of 
Paris under number 398 967 000, the sole general partner (associé  commandité) 
and manager of the  Company.  In addition, one  share of Klépierre Conseil  is 
held by SAS LP 7, whose share capital is held entirely by Klépierre.

1.2Reasons for and appeal of the Offer for the Company and its shareholders

As previously announced, Klépierre intends  to gradually refocus its  strategy 
to put  an increased  emphasis on  its core  business.  In  this context,  the 
delisting of Klémurs will give Klépierre significantly greater flexibility  to 
determine the  future  of  Klémurs  and  its  assets.   Following  the  offer, 
Klépierre intends to actively consider all options for Klémurs and its assets,
including without limitation possible dispositions  of part or all of  Klémurs 
and/or its assets, joint ventures, strategic alliances, cooperation agreement,
etc. However,  there is  no assurance  that any  transaction will  take  place 
within any particular  timeframe or  at all or  as to  what such  transactions 
could consist of.

The Offer  will  allow  the  shareholders  of  Klémurs  to  receive  immediate 
liquidity in exchange for their Shares  at an attractive price, in  particular 
compared to their listed price and the low liquidity of the Klémurs Shares  on 
the market. The  price offered to  the shareholders pursuant  to the Offer  is 
equal to  the EPRA  NNNAV  per Share  published as  of  31 December  2012  and 
represents a premium  of 58.7%  when compared to  the volume-weighted  average 
price  of  the  Klémurs  share  during  the  60  trading  days  prior  to  the 
announcement of the terms of the Offer. An independent expert has certified to
the fairness of the  price of the Offer  (see the independent expert's  report 
attached to the draft note in response of Klémurs).

1.3Initiator's intentions for the next twelve months

  1.3.1Strategy

The Offer is made in the context of Klépierre's previously announced  strategy 
of gradually refocusing  its operations to  put an increased  emphasis on  its 
core business.  In this context, Klépierre expects to actively consider  after 
the Offer  a variety  of  options in  respect  of Klémurs,  including  without 
limitation possible dispositions of part or all of Klémurs and/or its  assets, 
joint ventures,  strategic  alliances,  cooperation  agreement  or  any  other 
transaction that would advance Klépierre's  broader strategy of refocusing  on 
its core business.

  1.3.2Employment policy

As of the date hereof,  the Company has no employees.  The Offer will have  no 
impact  on   the   policies  of   the   Company  and   its   subsidiaries   in 
employment-related matters.

  1.3.3Legal status of the Company

The Initiator does  not foresee, at  this stage, any  change in the  Company's 
legal status.   However,  the Initiator  reserves  the right  to  convert  the 
Company into a société anonyme and/or merge Klépierre and Klémurs.

  1.3.4Composition of the Company's governing bodies and management

No change in the composition of the governing bodies and the management of the
Company is foreseen at  this stage by the  Initiator; it being specified  that 
Klépierre is represented on the supervisory board of the Company and that  its 
subsidiary Klépierre  Conseil is  the manager  of the  Company.  However,  the 
Initiator reserves the right to reduce  the size of the Company's  supervisory 
board.

  1.3.5Squeeze-out - Merger - Delisting from Euronext Paris

(i) Squeeze-out

Pursuant to  article L.433-4  III  of the  Code  monétaire et  financier   and 
articles 237-14  to 237-19  of the  AMF's General  Regulations, the  Initiator 
reserves the right  to petition  the AMF to  implement a  Squeeze-out for  the 
Shares of Klémurs that were  not tendered in the Offer  if such Shares do  not 
represent more  than 5%  of the  share capital  or the  voting rights  of  the 
Company.

To this end and in accordance with articles  261-1 I et 261-1 II of the  AMF's 
General Regulations,  Klémurs  has  designated Ledouble  S.A.  as  independent 
expert to issue an opinion  on the conditions and  the financial terms of  the 
Offer, followed, as the case  may be, by the  Squeeze-out. In his report,  the 
independent expert concluded  that the consideration  offered to the  minority 
shareholders within the framework  of the Offer as  well as the  consideration 
offered to the minority shareholders  within the framework of the  Squeeze-out 
are fair. His report is  reproduced in full in the  draft of Klémurs' note  in 
response.

The Shares would be delisted from Euronext Paris on the trading day  following 
the implementation of the Squeeze-out.

(ii) Merger

If a Squeeze-out cannot be implemented  under the conditions described in  (i) 
above, the Initiator reserves the right to merge Klépierre and Klémurs.

In such a case, the AMF will assess the terms of the envisaged transaction  in 
light of  the rights  and interests  of the  shareholders in  order to  decide 
whether a public repurchase  offer should be  implemented pursuant to  article 
236-6 of the AMF's General Regulations.

(iii) Public repurchase offer

The Initiator also reserves  the right, in  the event that  it comes to  hold, 
directly or indirectly, at least 95% of the voting rights of the Company,  and 
if a Squeeze-out  is not  implemented under  the conditions  described in  (i) 
above, to  file  a public  repurchase  offer with  the  AMF followed,  if  the 
conditions are satisfied, by a Squeeze-out  procedure for the Shares that  are 
not yet  directly or  indirectly held  by the  Initiator, in  accordance  with 
article 236-3 of the AMF's General Regulations.

(iv) Delisting

The Initiator also reserves the option, in the event that it cannot, following
the Offer, implement a Squeeze-out because  not enough Shares are tendered  to 
the Offer, to  request the  delisting of the  Shares from  Euronext Paris.  It 
should be noted that  Euronext Paris will not  accept this request unless  the 
liquidity of the  Shares is  significantly reduced following  the Offer,  such 
that the delisting would be in the best interest of the market.

  1.3.6Dividend growth prospects

The Initiator reserves the right to change the Company's dividend distribution
policy depending  in particular  on its  distribution capacity  and  financing 
needs.

1.4Agreements linked to the Offer - Tender commitments

  1.4.1Tender Commitments

Klépierre and  certain  shareholders  of  Klémurs  have  entered  into  tender 
commitments, pursuant  to which  such shareholders  have committed  to  tender 
their Shares in the Offer.

Pursuant to the tender agreements:

  * CNP Assurances, which holds 375,000 Shares representing 4.55% of the share
    capital and voting rights  of Klémurs, committed to  tender its Shares  to 
    the Offer for the price of the Offer; and 

  * Mutavie, 375,000 Shares representing 4.55% of the share capital and voting
    rights of Klémurs, also  committed to tender its  Shares to the Offer  for 
    the price of the Offer. 

In the event of a competing tender offer on the Company filed by a third party
and cleared by the  AMF or a higher  bid by the Bidder  on a competing  tender 
offer filed  by a  third party  and cleared  by the  AMF, CNP  Assurances  and 
Mutavie would still  be free  to tender their  Shares in  accordance with  the 
principle of the free interplay of bid and counterbid.

The agreements also provide  that CNP Assurances and  Mutavie will receive  an 
additional price for the  tender of the Shares  they own, if (i) the  relevant 
Klémurs Shares have been delivered by  CNP Assurances or Mutavie, as the  case 
may be, and paid for by the  Initiator, and (ii)  the Initiator files,  within 
the period of  twelve (12)  months as  from the closing  of the  Offer, a  new 
tender offer or a squeeze-out on the Klémurs Shares providing more  favourable 
price conditions than those  offered in the Offer.  This additional price  per 
Klémurs Share would  be equal to  the difference between  the price per  Share 
offered pursuant to the new tender offer or the squeeze-out and the price  per 
Share offered pursuant to the Offer (the "Additional Price Per Share").

Any amount received by  CNP Assurances or Mutavie  as an Additional Price  Per 
Share will entitle the Company's  shareholders who have tendered their  Shares 
to the  Offer to  the payment  of the  Additional Price  Per Share,  it  being 
specified that only the shareholders who have tendered their Shares within the
framework of the  Offer's semi-centralization  procedure will  be entitled  to 
receive the Additional Price Per Share (see Section 2.4 below).

  1.4.2Members of Klépierre's executive board

Mr. Jean-Michel Gault, a members of Klépierre's executive board, has expressed
his intention to tender the 400 Shares he owns to the Offer.

                        2.Characteristics of the Offer

2.1Terms of the Offer

Pursuant to article  231-13 of the  AMF's General Regulations,  on 31  January 
2013 Morgan  Stanley &  Co. International  plc ("Morgan  Stanley"), acting  on 
behalf of the  Initiator, submitted the  proposal to the  AMF of a  simplified 
tender offer  for  all of  the  Shares that  are  not yet  held,  directly  or 
indirectly, by Klépierre as  of that date. As  the bank presenting the  Offer, 
Morgan Stanley guarantees, in accordance with the provisions of article 231-13
of the AMF's General  Regulations, the content and  the irrevocable nature  of 
the commitments undertaken by the Initiator within the framework of the Offer.

Within the  framework of  this  Offer, which  will  be implemented  using  the 
simplified procedure  laid out  under  articles 233-1  et  seq. of  the  AMF's 
General Regulations, the Initiator irrevocably commits to the shareholders  of 
Klémurs to acquire, for  the price of €24.60  per Share (with dividend  coupon 
attached), all  of the  Shares of  the Company  tendered in  the Offer.   Such 
amount will  be reduced  by the  net amount  of any  dividend distribution  or 
advance   dividend   decided   or   distributed   by   Klémurs   before    the 
settlement-delivery of the Offer.

The Offer will remain  open for a  period of 12 trading  days, according to  a 
timetable that  will  be  established  by the  AMF  pursuant  to  its  General 
Regulations.

The Initiator does  not intend to  purchase Shares on  the market between  the 
opening of the offer period and the opening of the Offer within the  framework 
of the provisions of article 231-38 IV of the AMF's General Regulations.

The Offer and the draft securities note  filed with the AMF remain subject  to 
the AMF's review.

In the  event of  a Squeeze-out,  Shares not  tendered in  the Offer  will  be 
transferred to Klépierre in exchange  for the indemnification of their  holder 
in cash  in an  amount per  Share  equal to  the price  offered in  the  Offer 
(adjusted, as  the  case  may  be,  to  take  into  account  any  decision  or 
distribution of a dividend).

2.2Number and nature of the securities to which the Offer applies

As of the date of the draft securities note, the Initiator holds, directly and
indirectly, 6,939,372 Shares,  representing 84.11%  of the  share capital  and 
84.11% of the  voting rights of  the Company  (based on the  number of  voting 
rights resulting from the application of  article 223-11 of the AMF's  General 
Regulations).

The Offer relates to all of the  existing Shares that are not yet directly  or 
indirectly held by the Initiator,  including 20,024 treasury Shares, i.e.,  to 
the best of  the Initiator's  knowledge, up to  1,310,628 Shares  representing 
15.89% of its share capital and 15.89% of its voting rights as of the date  of 
the draft securities note.

As of the date of  the draft securities note, to  the best of the  Initiator's 
knowledge, there are no other  securities, nor any other financial  instrument 
or right giving  immediate or  future access to  the share  capital or  voting 
rights of the Company, other than the Shares.

2.3Additional Price Per Share

In the event that the  Initiator is required to  pay the Additional Price  Per 
Share to CNP Assurances and Mutavie (see Section 1.4.1), the Initiator  agrees 
to pay the  Additional Price Per  Share to each  shareholder who has  tendered 
their Shares to the semi-centralized Offer.

Only those shareholders who have tendered their Shares to the Offer within the
framework of the semi-centralization procedure as set forth in Section 2.4  of 
this press release may receive, if applicable, the Additional Price Per  Share 
described in Section 1.4.1 of this press release.

The shareholders who have not tendered their shares to the Offer or those  who 
have tendered their Shares to the Offer by selling them on the market will not
be entitled to the Additional Price Per Share.

If this mechanism is  implemented, the Initiator will  inform the persons  who 
have tendered their shares to the Offer's semi-centralized procedure and  will 
specify the procedure for the payment of the Additional Price Per Share.   For 
this purpose, the Initiator  will publish a financial  notice within five  (5) 
trading days  of  the  payment  of  the Additional  Price  Per  Share  to  CNP 
Assurances and Mutavie.

Morgan Stanley  will act  as centralizing  agent for  the management  and  the 
payment of the  Additional Price Per  Share, and if  applicable, will pay  the 
Additional Price Per Share  on behalf of the  Initiator, under the  conditions 
described below.

Morgan Stanley will grant rights to the Additional Price Per Share ("Right  to 
the Additional  Price Per  Share") to  the financial  intermediaries who  have 
tendered Shares to the Offer on  behalf of their clients within the  framework 
of the  semi-centralization  procedure.   The  financial  intermediaries  will 
credit the accounts  of those clients  who have tendered  their Shares to  the 
Offer within the framework of the semi-centralization procedures, at the  rate 
of one Right to the Additional Price  Per Share per Share tendered within  the 
framework of the Offer's semi-centralization  procedure.  These Rights to  the 
Additional Price  Per  Share  are  personal  and  unlisted  rights  which  are 
transferable  only  under  certain   circumstances  (such  as  succession   or 
donation).

In the  event  of  the payment  of  the  Additional Price  Per  Share  to  CNP 
Assurances or Mutavie, Morgan Stanley acting  on behalf of the Initiator  will 
pay the Additional Price Per Share to the intermediary account holders of  the 
owners of the Rights to the Additional Price Per Share on the date of payment.

Within ten (10) business days of the publication of the Initiator's  financial 
notice mentioned above, Morgan  Stanley will inform,  through a circular,  the 
intermediary account  holders of  the shareholders  who have  tendered  Shares 
within the  framework  of the  Offer's  semi-centralization procedure  of  the 
payment of the Additional Price Per Share as well as the terms of the  payment 
procedure.

2.4Terms of the Offer

The proposed Offer  was filed with  the AMF on  31 January 2013.  A notice  of 
filing will be published by the AMF on its website (www.amf-france.org).

In accordance  with the  provisions of  article 231-16  of the  AMF's  General 
Regulations, this  press release  setting forth  the terms  of the  Offer  was 
published on  31 January  2013 by  the  Initiator and  posted on  its  website 
(www.klepierre.com). The draft securities note  was posted on the websites  of 
the AMF (www.amf-france.org) and  of Klépierre (www.klepierre.com). Copies  of 
the draft securities note are also available free of charge upon request  from 
Klépierre and Morgan Stanley.

The AMF will  publish a  reasoned declaration  of compliance  relating to  the 
Offer on its website  after confirming that the  proposed Offer complies  with 
applicable legal  and regulatory  provisions. Such  declaration of  compliance 
will represent the approval of the draft securities note. The securities note,
having thus received the visa of the AMF, as well as the information  relating 
to the legal, financial and accounting characteristics of the Initiator,  will 
be made available  to the  public free  of charge  by Morgan  Stanley and  the 
Initiator, in accordance with article 231-28 of the AMF's General Regulations.
These documents will also  be available on the  websites of the Initiator  and 
the AMF.

A press release specifying the  distribution methods for these documents  will 
be published in  accordance with  the provisions of  article 221-4  IV of  the 
AMF's General Regulations.

Prior  to  the  opening  of  the  Offer  and  in  accordance  with  applicable 
regulations, the AMF  will publish a  notice of the opening  of the Offer  and 
Euronext Paris will publish, in  a notice, the calendar  and the terms of  the 
Offer as well as the terms of the implementation of the Squeeze-out.

The Offer will remain open for a period of 12 trading days.

The Shares tendered in the Offer must  be free of any privilege, lien,  pledge 
or other security or restriction of any nature whatsoever restricting the free
transfer of  their  ownership. Klépierre  reserves  the right  to  reject  any 
tendered Share that does not satisfy this condition.

The shareholders of the Company whose Shares are held in registered form  must 
converted them to bearer form in order to tender them in the Offer. Therefore,
the financial intermediaries who are account holders who receive  instructions 
from the holders of Shares of the Company listed in registered form to  tender 
them to the Offer must convert such Shares to bearer form prior to the sale.

The shareholders of the Company whose  Shares are registered with a  financial 
intermediary (credit institutions, investment companies, etc.) and who wish to
tender their Shares to  the Offer must deliver  an irrevocable sales order  to 
their financial intermediary, at the latest on the closing date of the  Offer, 
in the  same form  as the  one that  will be  made available  to them  by  the 
intermediary.

Each financial intermediary and the establishment holding the accounts of  the 
Company must,  on  the date  indicated  on  the notice  from  Euronext  Paris, 
transfer to Euronext Paris the Shares for which it received an order to tender
to the Offer.

The acquisition of the securities within the framework of the Offer will  take 
place, in accordance  with applicable  law, through Morgan  Stanley, a  buying 
market member, acting as intermediary on behalf of the Initiator.

The shareholders of the Company who wish  to tender their Shares in the  Offer 
may either:

-               sell  their   Shares  on  the  market,   in  which  case   the 
settlement-delivery of the  transferred Shares  will take  place within  three 
trading days  of the  execution of  the orders,  it being  specified that  the 
negotiation fees (including the brokerage fees and corresponding VAT) relating
to such transactions will be borne entirely by the selling shareholders; or

-         sell their Shares within the framework of the semi-centralized Offer
carried out by Euronext Paris, in which case the settlement-delivery will take
place following the  semi-centralization procedure, after  the closing of  the 
Offer, it being specified  that the Initiator will  bear the negotiation  fees 
(brokerage fees and corresponding VAT) incurred by the selling shareholders up
to 0.20% (excluding  taxes) of the  amount of the  order and up  to a  maximum 
amount of €100 (before taxes) per  transaction. If the Offer is declared  null 
for any reason, the shareholders of the Company may not seek reimbursement  of 
the fees listed above.

Only the sellers of Shares whose  securities are registered in an account  the 
day before the openinging  of the Offer may  receive a reimbursement from  the 
Initiator for these negotiation fees.

The requests  for reimbursement  of  the fees  mentioned  above will  only  be 
accepted by the financial intermediaries for a period of 25 business days from
the closing of the Offer. After  this period, the reimbursement of these  fees 
will no longer be made by Morgan Stanley acting as a buying market member.

Klémurs' shareholders  attention is  also  drawn to  the  fact that  only  the 
shareholders who have tendered their Shares to the semi-centralized Offer will
be entitled, if applicable,  to the Additional Price  Per Share as defined  in 
Section 1.4.1.

2.5Restrictions concerning the Offer abroad

The Offer is  made exclusively  in France. This  press release  and the  draft 
securities note are not  intended for distribution in  any country other  than 
France. The Offer will not be registered  or granted a visa outside of  France 
and no steps will be taken in view of such a registration or visa.

This press release, draft securities note, and any other document relating  to 
the Offer do not constitute an offer to sell or acquire financial  instruments 
or a solicitation in view of such an  offer in any country where this type  of 
offer or solicitation would be  illegal or at the  address of someone to  whom 
such an offer cannot be validly made.

Holders of Shares residing outside of  France cannot participate in the  Offer 
unless  such  participation  is  authorized  by  local  applicable  law.   The 
distribution of  this  press  release,  the draft  securities  note,  and  any 
document relating to the Offer and  participation in the Offer may be  subject 
to legal  restrictions in  certain jurisdictions.  The Offer  is not  made  to 
persons who  are subject  to such  restrictions, directly  or indirectly,  and 
cannot under any  circumstances be  accepted from  a country  where the  Offer 
would be subject to restrictions.

Persons coming into possession of this  press release or the draft  securities 
note should seek advice regarding the applicable legal restrictions and comply
with them.

The failure to comply  with legal restrictions may  constitute a violation  of 
the laws and regulations that apply  to securities related matters in  certain 
jurisdictions.

Klépierre declines all  responsibility for a  violation by any  person of  any 
applicable legal restrictions.

In particular, with  regard to  the United States,  it is  specified that  the 
Offer is not being made, directly or indirectly, in or into the United States,
or by  use  of  the  United  States mails,  or  by  means  or  instrumentality 
(including, without limitation,  the post, facsimile  transmission, telex  and 
telephone or electronic transmission by way  of the internet or otherwise)  of 
United States interstate or foreign commerce,  or of any facility of a  United 
States national securities exchange. The offer cannot be accepted by any  such 
use, means  or instrumentality  or from  within the  United States.   No  U.S. 
resident, and no person acting for the account or benefit of a U.S.  resident, 
shall be permitted to accept the offer. Any acceptance of the Offer that might
result  from  a  violation  of   these  restrictions  will  be  deemed   null. 
 Accordingly, no counterparts or copies of  the draft securities note, and  no 
other document relating to the draft securities note or the Offer may be  sent 
by mail,  nor distributed,  nor sent  into  the United  States in  any  manner 
whatsoever.

Any shareholder of Klémurs who tenders its Shares in the Offer will be  deemed 
to declare that he/she/it is  not a person residing  in the United States  and 
that he/she/it is not delivering a  tender order from the United States.   For 
purposes of this paragraph, the United States refers to the United States, its
territories and possessions, or any of such States, as well as the District of
Columbia.

2.6Indicative timetable of the Offer

Prior to the openinging of the Offer, the AMF and Euronext Paris will  publish 
a notice  of  opening and  a  notice  setting forth  the  characteristics  and 
schedule for the Offer respectively.

The following timetable is provided on an indicative basis:

31 January 2013    Filing of  the  proposed  Offer  with  the  AMF  and public 
                   posting of  the Initiator's  draft securities  note on  the 
                   website of the AMF (www.amf-france.org)

                   Filing with  the AMF  of Klémurs'  draft note  in  response 
                   including  the  independent  expert's  report  and   public 
                   posting of such draft  note in response  on the website  of 
                   the AMF (www.amf-france.org)
[19 February] 2013 Declaration  of  compliance  of   the  Offer  by  the   AMF 
                   representing the  approval  of the  Initiator's  securities 
                   note and of the Company's note in response
[21 February] 2013 Availability to the  public and posting  on the website  of 
                   the  AMF   (www.amf-france.org)  (i) of   the   Initiator's 
                   Securities Note  and  of  the Company's  note  in  response 
                   approved by  the  AMF,  and  (ii) the  "Other  Information" 
                   documents relating to the  legal, accounting and  financial 
                   characteristics of the Initiator and of the Company
[21 February] 2013 Publication of the financial opinions specifying the  terms 
                   of the provision of the notes  of the Initiator and of  the 
                   Company and the "Other Information" documents
[22 February] 2013 Opening of the Offer
[11 March] 2013    Close of the Offer
[15 March] 2013    Publication by  the AMF  of the  notice of  results of  the 
                   Offer

2.7In light of  the filing of  the Offer, the  Company's annual  shareholders' 
meeting which was initially scheduled to take place on 11 April 2013, will  be 
postponed until a later date.

2.8Financing of the Offer

The total amount of the fees incurred by the Initiator in connection with  the 
Offer  and  the  Squeeze-out,  including  in  particular  the  intermediaries' 
expenses, fees, and other outside counsel  fees, as well as any experts'  fees 
and the publication and communication  fees are estimated to be  approximately 
€1.5 million, excluding taxes.

The acquisition of all of the Shares  that may be tendered to the Offer  would 
represent, assuming a price of €24.60  per Share, a maximum of  €32,241,448.80 
excluding the expenses and fees described above.

The Offer will be financed with Klépierre's own resources.

The payment of the  Additional Price Per Share,  if applicable, would also  be 
financed with Klépierre's own resources.

The financing of this Offer,  given its costs and  the size of the  Initiator, 
will have  no  impact on  the  assets, the  business  or the  results  of  the 
Initiator.

                    3.Summary of the Offer price analysis

The analysis of  the Offer  price of €24.60  per Share  (with dividend  coupon 
attached) has been prepared by Morgan Stanley & Co. International plc,  acting 
as presenting bank of the Offer, on behalf of Klépierre.

The table hereunder summarizes the premium  / (discount) implied by the  Offer 
price for each of the selected valuation methodologies.

 
 

In summary, the Offer price is:

  * In-line with the EPRA NNNAV per Share published as of 31 December 2012. 

  * At a +44.7% premium to the 1-month volume-weighted average Share price  as 
    of 25 January 2013. 

                              4.Investor contact

Vanessa Fricano
+33 1 40 67 52 24 - vanessa.fricano@klepierre.com

Julien Rouch
+33 1 40 67 53 08 - julien.rouch@klepierre.com

PR KLEPIERRE UK

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This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
the
information contained therein.

Source: Klépierre via Thomson Reuters ONE
HUG#1674993
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