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Züblin Immobilière France: capital increase, convertible bond issue, strengthening of operational structure, refinancing of bank debt, changes in governance

By 31 July 2015January 18th, 2024No Comments

Real Estate Opportunities Fund I, an investment vehicle affiliated to TwentyTwo Real Estate and Massena Partners, becomes the largest shareholder

Capital increase and convertible bond issue for an aggregated amount of €32.3M

As announced June 12, 2015 by Züblin Immobilière France, the company REOF Holding Sàrl (subsidiary of Real Estate Opportunities Fund I) and the company TwentyTwo 1 Credit sàrl, respectively subscribed to a reserved capital increase of Züblin Immobilière France of € 11.5 million and to a reserved issue of bonds convertible into Züblin Immobilière France shares for € 20.8 million.

REOF Holding also acquired all the bonds redeemable in Züblin Immobilière France shares held by Lamesa Holding. REOF Holding now holds 50.1% of share capital and voting rights of Züblin Immobilière France (on an undiluted basis). The transaction has no impact on the SIIC regime.

These transactions, which are described in the prospectus published July 22, 2015 (AMF visa 15-402) were authorized by the Annual General Shareholders Meeting on July 27, 2015.

New Mortgage loan for €132M

Concomitantly, Helaba bank has granted Züblin Immobilière France and its subsidiary Züblin Immobilière Paris Ouest 1 a mortgage loan of € 132 million for a period of 5 years. Existing bank debts have been fully reimbursed today.

Strengthening of the operational structure

The management of the real estate assets held by Züblin Immobilière France and its subsidiary Züblin Immobilière Paris Ouest 1 was assigned today to SCAPRIM Asset Management, a subsidiary of SCAPRIM SERVICES, the French real estate services arm of TwentyTwo Real Estate, also acting as advisor to Real Estate Opportunities Fund I on the transaction.

Changes in Governance

Anne Genot, Muriel Aubry, Philippe Couturier, Daniel Rigny and Alexander Gruca become members of the board of directors in replacement of Corinne Bourbon, Anna Samoletova, Vladislav Osipov, Yakov Tesis and Pierre Essig. Philippe Couturier was appointed chairman.of Züblin Immobilière France. Pierre Essig was confirmed in his position as CEO, non director.

For more information regarding the profile of newly appointed directors please see below or visit the company web site:

Following these changes, the governance of Züblin Immobilière France is organized as follows:

Philippe CouturierChairman

Board of directors
Daniel Rigny Director
Anne Genot Director
Iosif Bakaleynik Director
Muriel Aubry Independent Director
Alexandre Gruca Independent Director

Audit Committee
Alexandre Gruca        Chairman
Muriel Aubry
Anne Genot

Nomination and Compensation Committee
Muriel Aubry             Chairman
Alexandre Gruca
Iosif Bakaleynik

Pierre Essig                     CEO
Eric Berlizon                   CFO

Shareholders % of voting rights[1]
REOF Holding 50.1%
Züblin Immobilien Holding AG 33.5%
Float 16.0%
Directors and Management 0.2%
Treasury shares 0.2%
TOTAL 100.0%
[1]Upon redemption of 2,500 bonds redeemable in action and conversion of 13,522,352 convertible bonds, REOF Holding and TwentyTwo Credit 1 together would own 74.2% of the share capital and the voting rights of ZIF. Provided that should these entities were to hold over 60% of the share capital and the voting rights, it being specified that in order to maintain the SIIC regime ZIF, a sale of shares would be made to third parties so that their aggregate ownership would remain below the threshold of 60%