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Klémurs : CORRECTION: Klémurs : Press release relating to the draft securities note presented by the company Klémurs in

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
                                   KLEMURS

                                      


             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 
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 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 
follows:

"At the conclusion of  our analysis and  appraisal of the  Offer, we note  the 
following:

-       the Offer  will provide  Klémurs' shareholders  with liquidity  in 
exchange for  their shares,  which was  not available  to them  up until  this 
point;

-        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.

Fairness opinion

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 
applicable."

            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 
board:

  *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 
    expert; and

  *the draft securities note  in response to the  proposed Offer prepared  by 
    the Company.

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 
the Company.

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 
unanimously:

-      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 
independent expert;

-     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
is irrelevant);

-      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 
the Offer."

    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:

                                   Klémurs
                              21, avenue Kléber
                                 75116 Paris

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 
Offer.

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.

                              6.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 KLEMURS UK

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information contained therein.

Source: Klémurs via Thomson Reuters ONE
HUG#1675011