Klémurs : CORRECTION: Klémurs : Press release relating to the draft securities
note presented by the company Klémurs in response to the proposed simplified
tender offer initiated by the company Klépierre
This is a correction of the announcement from 22:09 31.01.2013 CET. Reason for
the correction:Addition of the following advertisements in the headers of the
press release: "Not for release in or into the United States".
Not for release in or into the United States.
PRESS RELEASE RELATING TO THE DRAFT SECURITIES NOTE PRESENTED BY THE COMPANY
IN RESPONSE TO THE PROPOSED SIMPLIFIED TENDER OFFER
INITIATED BY THE COMPANY KLEPIERRE
PRESENTED BY MORGAN STANLEY
FOR THE SHARES OF THE COMPANY KLEMURS
This press release was prepared and distributed in accordance with the
provisions of article 231-26 of the General Regulations of the Autorité des
marchés financiers (the "AMF").
The simplified tender offer, the draft securities note and the draft
securities note in response remain subject to the AMF's review.
The draft securities note in response prepared by Klémurs was filed with the
AMF on 31January 2013, in accordance with the provisions of article 231-19 of
the AMF's General Regulations.
1.Context of the Offer
In application of Title III of Book II and more particularly articles 231-13
and 233-1 of the AMF's General Regulations, Morgan Stanley & Co. International
plc ("Morgan Stanley"), acting on behalf of Klépierre, a French société
anonyme with an 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 780152914 (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, filed on 31
January 2013 a proposed simplified tender offer pursuant to which it
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 419711833 (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
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 Offer applies to all of the existing Shares that are not yet directly or
indirectly held by the Initiator, including 20,024 treasury Shares of the
Company, i.e. 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.
It is specified that Klépierre currently holds:
(i) 6939372 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
(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 398967000, 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.
The Offer will remain open for a period of 12 trading days.
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).
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 pursuant to the Offer.
2.Independent expert's report
The supervisory board of Klémurs appointed, in its meeting of 20 December
2012, the firm Ledouble S.A. as independent expert to prepare a report on the
financial terms of the Offer, under article 261-1 I 1of the AMF's General
Regulations as well as instruction 2006-08 of 25 July 2006 of the AMF, and to
review the financial terms of the Squeeze-out that may be implemented
following the Offer under article 261-1 II of the AMF's General Regulations.
Within the framework of such assignment, Ledouble S.A. delivered its report on
29 January 2013 and such report is included in its entirety in the draft note
in response. The conclusions of the independent expert's report are as
"At the conclusion of our analysis and appraisal of the Offer, we note the
- the Offer will provide Klémurs' shareholders with liquidity in
exchange for their shares, which was not available to them up until this
- in addition to such liquidity, the Offer price provides a
significant premium on the market price of the shares;
- the offered price is equivalent to the last published NNNAV and
provides a small premium over the estimated NNNAV in the case of an immediate
transfer of Klemurs' portfolio.
In light of these elements, we are of the opinion that the proposed price of
€24.60 is fair from a financial point of view, both from the perspective of
the simplified tender offer as well as the possible squeeze-out, if
3.Reasoned opinion of the supervisory board of Klémurs
In accordance with the provisions of article 231-19 of the AMF's General
Regulations, the members of the supervisory board of the Company convened on
29 January 2013 at 6:00 p.m. under the chairmanship of Mr. Steven Fivel to
review the proposed Offer and to issue a reasoned opinion regarding the
consequences of the Offer for the Company, its shareholders and its employees,
after the independent members of the supervisory board had the opportunity,
during a meeting held on 24 January 2013, to meet Ledouble S.A. in its
capacity as independent expert.
All members were present.
The following documents were submitted for the review of the supervisory
*the draft securities note prepared by the Initiator;
*the latest version of the report as well as the fairness opinion
established by the firm Ledouble S.A. in its capacity as independent
*the draft securities note in response to the proposed Offer prepared by
The supervisory board of Klémurs also acknowledged (i)the fact that the price
proposed within the framework of the Offer was considered to be fair for the
minority shareholders of Klémurs by the independent expert, in particular in
view of a potential Squeeze-out and (ii)Klépierre's strategic intentions for
In its meeting of 29 January 2013 at 6:00 p.m., the supervisory board of
Klémurs issued the following reasoned opinion:
"In light of the terms of the Offer, after having deliberated and reviewed the
various documents relating to the Offer, and, in particular, the draft
securities note prepared by Klépierre containing its intentions as well as the
report of the independent expert, the members of the supervisory board
- take note that the independent expert's report concludes that the
conditions of the Offer are fair from a financial perspective for the
securities concerned by the Offer;
- acknowledge that the price of the Offer, followed, if the conditions
are satisfied and if the Initiator decides to do so, by a squeeze-out
procedure, amounts to €24.60 per share of the Company (with dividend coupon
attached), that the proposed price is equal to the EPRA NNNAV per Share of
Klémurs published as of 31 December 2012 and is considered to be fair by the
- confirm that the proposed Offer is in the corporate interest of the
Company and in the interest of its shareholders (since the Company does not
have any employees, the opinion on the interest of the Offer for its employees
- note that the Offer represents, for all the shareholders of the
Company, an opportunity for immediate and full liquidity that is significantly
higher than what is available on the market given the low trading volume of
the Shares on Euronext Paris, together with a significant premium as compared
with the Company's share price on the market; and
- approve the Offer to be initiated by Klépierre as well as the terms
of the draft securities note in response, hence deciding to issue an opinion
in favor of the Offer and recommend that shareholders tender their shares in
4.Intention of the members of the supervisory board and of the Company
concerning the treasury Shares
The members of the Company's supervisory board attending the meeting of 29
January 2013 expressed their intent to tender their Shares in the Offer with
the exception of the minimum number of shares that are required for them to
exercise their duties on the supervisory board.
Moreover, the Company's governing bodies decided to tender the treasury Shares
of the Company in the Offer.
5.Provision of the documents relating to the Offer
This press release is available on the website of Klémurs (www.klemurs.fr).
The draft note in response is available on the websites of the AMF
(www.amf-france.org) and Klémurs (www.klemurs.com). Copies of the draft
securities note in response are available free of charge at:
21, avenue Kléber
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 characteristics, of Klémurs will be made
available to the public no later than the day prior to the opening of the
A financial notice will be published, no later than the day prior to the
opening of the Offer, in a financial newspaper of national circulation to
inform the public of the methods by which these documents may be obtained.
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PR KLEMURS UK
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Source: Klémurs via Thomson Reuters ONE
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