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: www.zueblin.fr
Following these changes, the governance of Züblin Immobilière France is organized as follows:
|Board of directors|
|Muriel Aubry||Independent Director|
|Alexandre Gruca||Independent Director|
Alexandre Gruca Chairman
Nomination and Compensation Committee
Muriel Aubry Chairman
Pierre Essig CEO
Eric Berlizon CFO
|Shareholders||% of voting rights|
|Züblin Immobilien Holding AG||33.5%|
|Directors and Management||0.2%|
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%