Paris, 11 January 2016 - 8:00 CET
Regulated Information
PRESS RELEASE RELATED TO THE DISCLOSURE OF THE INFORMATION NOTE
IN RESPONSE TO THE SIMPLIFIED TENDER OFFER ON THE SHARES OF
COMPANY
Initiated by NW CGR 4 S.à r.l. and NW CGR 5 S.à r.l., acting in concert with the other members of the Northwood Concert
AND TO THE DISCLOSURE OF PRELIMINARY FINANCIAL INFORMATION
OFFER PRICE: 35.65 euros per share CeGeREAL SA
OFFER PERIOD: 10 trading days
This release has been issued by CeGeREAL and is published pursuant to articles 231-27 3° and 231-28 of the AMF's General Regulations (French financial market authority, Autorité des Marchés Financiers, the « AMF »).
- Simplified Tender Offer
Pursuant to L621-8 of the Monetary and Financial code and of article 231-6 of the general regulations, the AMF has, pursuant to its decision dated 7 January 2016 on the simplified tender offer, approved under visa number 16-006 dated 7 January 2016] the information note in response prepared by the company CeGeREAL S.A. (the "Information Note").
Information related to the legal, accounting and financial characteristics CeGeREAL have been filed on 8 Janauary 2016 and disclosed to the public today, in accordance with provisions of article 231-28 of the AMF's General Regulations.
This information and the Information Note in response are available on CegeREAL's (www.cegereal.com) and the AMF's (www.amf-france.org) websites and can be obtained free of charge with:
CeGeREAL 42 rue de Bassano - 75 008 PARIS |
- Preliminary Financial Statements as of 31 December 2015
CeGeREAL has prepared, on a preliminary basis as at the date of the document "Additional information related to the file with the AMF on 8 January 2016 and for the sole purpose of informing the shareholders in the context of the proposed offer, certain preliminary financial statement of the Company as of 31 December 2015, comprising the IFRS consolidated P&L, the consolidated IFRS balance sheet, the IFRs consolidated cash flows and the corporate P&L and balance sheet of the Company (French GAAP).
These draft and non-audited financial statements have been prepared by the Company under the same form as the annual financial statements (except for the exhibits).
It is specified that the final financial statements as of 31 December 2015 will be submitted to the Board of the Company in the course of February 2016 and will be subject to an audit from the Company's statutory auditors.
For further information, please contact:
Media Relations Aliénor Miens / +33(0)1 53 32 84 77 alienor.miens@citigate.fr | Investor Relations Raphaël Tréguier / +33(0)1 42 25 76 36 raphael.treguier@cegereal.com |
Disclaimer
This press release has been prepared for information purposes only. It does not constitute a public offering, nor an offer to purchase, nor solicitation for an offer to sell CeGeREAL shares or an offer to sell, in any country, including France.
The disclosure, publication or marketing of this release in certain countries may constitue a breach of legal or regulatory provisions. Conseuqnelty, the persons located in those countries where this release may be disclosed, published or marketed must seek information and comply with those legal and regulatory provisions. The company CeGeREAL will not be liable in case of breach by any person of the local regulations.
About Cegereal
Created in 2006, CeGeREAL is a commercial property company that invests in prime office properties in Greater Paris. The portfolio's appraisal value is estimated by the independent valuation firm DTZ Eurexi at €984 million as of September 30, 2015 (replacement value).
To date, CeGeREAL is the first French property company with a fully certified portfolio from an environmental point of view (HQE and BREEAM "Very Good", Management "Excellent") and benefits from the Green Star rating in the international benchmark GRESB.
CeGeREAL is a REIT listed on Euronext Paris since 2006, in compartment B (ISIN: FR0010309096). The Company had a market capitalization of €476 million on January 6, 2016.
www.cegereal.com
Consolidated IFRS P&L
In thousands of euros, except per share data | ||||||
31/12/2015 (1) | 31/12/2014 (2) | Notes | ||||
12 months | 12 months | |||||
Rental income | 44 310 | 44 746 | ||||
Income from other services | 11 349 | 13 173 | Note 1 | |||
Building-related costs | (17 156) | (16 341) | Note 2 | |||
Net rental income | 38 504 | 41 579 | ||||
Sale of building | ||||||
Administrative costs | (4 976) | (3 057) | Note 3 | |||
Other operating expenses | (5) | 0 | ||||
Other operating income | 65 | |||||
Increase in fair value of investment property | 62 736 | 42 637 | ||||
Decrease in fair value of investment property | (0) | (23 933) | ||||
Total change in fair value of investment property | 62 736 | 18 704 | Note 4 | |||
Net operating income | 96 323 | 57 226 | ||||
Financial income | 15 | 17 | ||||
Financial expenses | (14 719) | (14 533) | ||||
Net financial expense | (14 705) | (14 515) | ||||
Corporate income tax | (662) | (312) | ||||
CONSOLIDATED NET INCOME | 80 957 | 42 398 | ||||
of which attributable to owners of the Company | 80 957 | 42 398 | ||||
of which attributable to non-controlling interests | 0 | 0 | ||||
Other comprehensive income | ||||||
TOTAL COMPREHENSIVE INCOME | 80 957 | 42 398 | ||||
of which attributable to owners of the Company | 80 957 | 42 398 | ||||
of which attributable to non-controlling interests | 0 | 0 | ||||
Basic and diluted earnings per share (in euros) | 6,06 | 3,18 | ||||
(1) Preliminary and non audited accounts as at December 31, 2015 | ||||||
(2) Audited accounts ast at December 31, 2015 and published in the 2014 Annual report of Cegereal | ||||||
Note 1 - Indemnities of departure paid in 2014 by Stora Enzo and by Cap Gemini | ||||||
Note 2 - Mainly: marketing of Europlaza and real estate taxes | ||||||
Note 3 - Mainly: fees linked to the change of shareholder and to the increase of payroll | ||||||
Note 4 - Fair value adjustments to investment property |
Balance sheet IFRS (consolidated)
In thousands of euros | |||
31/12/2015 (1) | 31/12/2014 (2) | Notes | |
Non-current assets | |||
Property, plant and equipment | 61 | ||
Investment property | 942 000 | 871 000 | Note 4 |
Non-current loans and receivables | 28 928 | 30 941 | Note 5 |
Total non-current assets | 970 989 | 901 941 | |
Current assets | |||
Trade accounts receivable | 13 132 | 6 469 | Note 6 |
Other operating receivables | 6 899 | 6 276 | |
Prepaid expenses | 96 | 107 | |
Total receivables | 20 127 | 12 852 | |
Cash and cash equivalents | 8 723 | 23 499 | |
Total cash and cash equivalents | 8 723 | 23 499 | |
Total current assets | 28 850 | 36 351 | |
TOTAL ASSETS | 999 839 | 938 292 | |
Shareholders' equity | |||
Share capital | 160 470 | 160 470 | |
Legal reserve and additional paid-in capital | 21 436 | 21 436 | |
Consolidated reserves and retained earnings | 305 447 | 284 831 | |
Net attributable income | 80 955 | 42 398 | |
Total shareholders' equity | 568 308 | 509 135 | |
Non-current liabilities | |||
Non-current borrowings | 402 664 | 401 889 | |
Other non-current borrowings and debt | 3 951 | 4 166 | |
Non-current corporate income tax liability | 0 | ||
Total non-current liabilities | 406 615 | 406 055 | |
Current liabilities | |||
Current borrowings | 1 626 | 1 716 | |
Trade accounts payable | 3 150 | 2 148 | |
Corporate income tax liability | 0 | 295 | |
Other operating liabilities | 4 573 | 5 045 | |
Prepaid revenue | 15 566 | 13 898 | Note 7 |
Total current liabilities | 24 915 | 23 102 | |
Total liabilities | 431 530 | 429 157 | |
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 999 839 | 938 292 |
(1) Preliminary and non audited accounts as at December 31, 2015 |
(2) Audited accounts ast at December 31, 2015 and published in the 2014 Annual report of Cegereal |
Note 4 - Fair value adjustments to investment property |
Note 5 - Amortization of incentives granted to tenants |
Note 6 - Rents to be paid for the first quarter of 2016 |
Note 7 - Rents paid in advance for the first quarter of 2016 |
Cash Flow - IFRS (consolidated)
In thousands of euros | |||
31/12/2015 (1) | 31/12/2014 (2) | Notes | |
OPERATING ACTIVITIES | |||
Consolidated net income | 80 957 | 42 398 | |
Elimination of items related to the valuation of buildings: | |||
Fair value adjustments to investment property | (62 736) | (18 704) | Note 8 |
Indemnity received from lessees for the replacement of components | |||
Elimination of other income/expense items with no cash impact: | |||
Amortization of property, plant and equipment (excluding Investment property) | 5 | ||
Adjustments for loans at amortized cost | 775 | 1 091 | |
Cash flows from operations before tax and changes in working capital requirements | 19 001 | 24 785 | Note 9 |
Other changes in working capital requirements | (2 975) | (629) | |
Change in working capital requirements | (2 975) | (629) | |
Net cash flows from operating activities | 16 026 | 24 156 | |
INVESTING ACTIVITIES | |||
Acquisition of fixed assets | (8 331) | (3 296) | Note 10 |
Net decrease in amounts due to fixed asset suppliers | (384) | 874 | |
Net cash flows used in investing activities | (8 715) | (2 422) | |
FINANCING ACTIVITIES | |||
Increase in share capital | |||
Change in bank debt | 5 000 | Note 11 | |
Refinancing transaction costs | |||
Net increase in current borrowings | (90) | (60) | |
Net increase in other non-current borrowings and debt | (215) | 697 | |
Net decrease in other non-current borrowings and debt | |||
Purchases and sales of treasury shares | 252 | 134 | |
Dividends paid | (22 034) | (20 025) | |
Net cash flows used in financing activities | (22 087) | (14 254) | |
Change in cash and cash equivalents | (14 776) | 7 480 | |
Cash and cash equivalents at beginning of year* | 23 499 | 16 018 | |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 8 723 | 23 499 |
* There were no cash liabilities for any of the periods presented above.
(1) Preliminary and non audited accounts as at December 31, 2015 |
(2) Audited accounts ast at December 31, 2015 and published in the 2014 Annual report of Cegereal |
Note 8 - Fair value adjustments to investment property |
Note 9 - Mainly: confer notes 1,2,3 |
Note 10 - Mainly: works on Europlaza |
Note 11 - Financing of works on Europlaza |
P&L - French GAAP
In euros | ||||
France | Exportation | 31/12/2015 (1) | 31/12/2014 (2) | |
12 months | 12 months | |||
Total | Total | |||
Sales of goods for resale | ||||
Sales of manufactured products | ||||
Sales of services | 47 | |||
NET REVENUE | 0 | 0 | 47 | 0 |
Change in finished goods and in-progress inventory | ||||
In-house production | ||||
Operating subsidies | ||||
Reversal of depreciation and amortization charges, provisions for impairment and expense transfers | 27 | 21 | ||
Other revenue | 0 | |||
Total operating revenue | 74 | 21 | ||
Purchases of goods | ||||
Change in inventories of goods held for resale | ||||
Purchases of raw materials and other supplies | ||||
Change in inventories (raw materials and other supplies) | ||||
Other purchases and external charges | 1 745 | 1 489 | ||
Taxes, duties and other levies | 129 | 51 | ||
Wages and salaries | 649 | 259 | ||
Social security charges | 266 | 121 | ||
Fixed assets: depreciation and amortization | ||||
Fixed assets: provisions for impairment | ||||
Current assets: provisions for impairment | ||||
Loss and contingency provisions | ||||
Other expenses | 123 | 128 | ||
Total operating expenses | 2 913 | 2 048 | ||
OPERATING LOSS | -2 839 | -2 026 | ||
Allocated income or transferred loss | ||||
Loss incurred or transferred income | ||||
Financial income from controlled entities | 68 300 | |||
Income from other securities and receivables | 0 | |||
Other interest income | 0 | 5 | ||
Reversal of provisions for impairment, other provisions and expense transfers | 6 | |||
Foreign exchange gains | ||||
Net income on sale of short-term investment securities | ||||
Total financial income | 6 | 68 305 | ||
Depreciation, amortization, provisions for impairment and other provisions | 6 | |||
Interest expenses | 16 | 499 | ||
Foreign exchange losses | ||||
Net expenses on sales of short-term investment securities | ||||
Total financial expenses | 16 | 505 | ||
NET FINANCIAL INCOME/(EXPENSE) | -10 | 67 800 | ||
RECURRING INCOME/(LOSS) BEFORE TAX | -2 849 | 65 773 | ||
(1) Preliminary and non audited accounts as at December 31, 2015 | ||||
(2) Audited accounts ast at December 31, 2015 and published in the 2014 Annual report of Cegereal |
In euros | |||
31/12/2015 (1) | 31/12/2014 (2) | ||
12 months | 12 mois | ||
Non-recurring income on management transactions | |||
Non-recurring income on capital transactions | 53 | 78 | |
Reversal of provisions for impairment, other provisions and expense transfers | |||
Total non-recurring income | 53 | 78 | |
Non-recurring expenses on management transactions | |||
Non-recurring expenses on capital transactions | 5 | ||
Depreciation, amortization and provisions for impairment | |||
Total non-recurring expenses | 5 | 0 | |
NET NON-RECURRING INCOME | 48 | 78 | |
Employee profit sharing | |||
Corporate income tax | 662 | 312 | |
TOTAL INCOME | 133 | 68 404 | |
TOTAL EXPENSES | 3 596 | 2 865 | |
NET INCOME/(LOSS) | -3 463 | 65 539 | |
(1) Preliminary and non audited accounts as at December 31, 2015 | |||
(2) Audited accounts ast at December 31, 2015 and published in the 2014 Annual report of Cegereal |
Balance sheet - French GAAP
In euros | |||||
ASSETS | Brut | Amort./Dépr. | 31/12/2015 (1) | 31/12/2014 (2) | |
Uncalled subscribed capital | |||||
Intangible fixed assets | |||||
Start-up costs | |||||
Research and development costs | |||||
Licenses, patents and similar concessions | |||||
Goodwill | |||||
Other intangible fixed assets | |||||
Advances/down payments on intangible assets | |||||
Property, plant and equipment | |||||
Land | |||||
Buildings | |||||
Plant, machinery and equipment | |||||
Other property, plant and equipment | |||||
Property, plant and equipment in progress | |||||
Advances and down payments | |||||
Financial fixed assets | |||||
Receivables from controlled entities | 361 230 | 361 230 | 387 710 | ||
Other long-term investments | |||||
Loans | |||||
Other financial fixed assets | 643 | 643 | 789 | ||
FIXED ASSETS | 361 873 | 0 | 361 873 | 388 499 | |
Inventories and work in progress | |||||
Raw materials and other supplies | |||||
Manufactured products in progress | |||||
Services in progress | |||||
Semi-finished and finished goods | |||||
Goods held for resale | |||||
Advances/down payments on orders | |||||
Receivables | |||||
Trade accounts receivable | |||||
Other receivables | 266 | 266 | 21 | ||
Subscribed capital, called up but not paid | |||||
Short-term investment securities | |||||
Cash and cash equivalents | 109 | 109 | 460 | ||
CURRENT ASSETS | 375 | 0 | 375 | 481 | |
Prepaid expenses | 59 | 59 | 88 | ||
Adjustment accounts | |||||
TOTAL ASSETS | 362 307 | 0 | 362 307 | 389 067 | |
(1) Preliminary and non audited accounts as at December 31, 2015 | |||||
(2) Audited accounts ast at December 31, 2015 and published in the 2014 Annual report of Cegereal |
In euros | ||||||
EQUITY AND LIABILITIES | 31/12/2015 (1) | 31/12/2014 (2) | Notes | |||
Capital | ||||||
Share capital (including paid-up capital: 160,470,000) | 160 470 | 160 470 | ||||
Additional paid-in capital | 5 389 | 5 389 | ||||
Revaluation reserve | 152 342 | 152 342 | ||||
Reserves | ||||||
Legal reserve | 16 047 | 16 047 | ||||
Statutory or contractual reserves | ||||||
Regulated reserves | ||||||
Other reserves | 30 188 | 0 | Note 1 | |||
Income | ||||||
Retained earnings | 30 | -3 257 | ||||
Net income/(loss) for the year | -3 463 | 65 539 | ||||
Interim dividend | 0 | -10 029 | ||||
Investment subsidies | ||||||
Regulated provisions | ||||||
SHAREHOLDERS' EQUITY | 361 003 | 386 501 | ||||
Income from the issue of equity instruments | ||||||
Contingent advances | ||||||
OTHER EQUITY | 0 | 0 | ||||
Contingency provisions | ||||||
Loss provisions | ||||||
LOSS AND CONTINGENCY PROVISIONS | 0 | 0 | ||||
Non-current borrowings and debt | ||||||
Convertible bonds | ||||||
Other bonds | ||||||
Bank borrowings | ||||||
Miscellaneous borrowings and debt | 0 | 1 807 | ||||
Trade accounts payable and other current liabilities | ||||||
Advances/down payments received on orders in progress | 0 | 0 | ||||
Trade accounts payable | 823 | 358 | ||||
Tax and social liabilities | 480 | 402 | ||||
Amounts owed to fixed asset suppliers | ||||||
Other liabilities | ||||||
Prepaid revenue | ||||||
LIABILITIES | 1 304 | 2 567 | ||||
Adjustment accounts | ||||||
TOTAL EQUITY AND LIABILITIES | 362 307 | 389 067 | ||||
(1) Preliminary and non audited accounts as at December 31, 2015 | ||||||
(2) Audited accounts ast at December 31, 2015 and published in the 2014 Annual report of Cegereal | ||||||
Note 1 - Not distributed 2014 net income | ||||||
ANR
In thousands of euros, except per share data | |||
31/12/2015 (1) | 30/06/2015 (2) | 31/12/2014 (3) | |
Shareholders' equity under IFRS | 568 308 | 519 257 | 509 135 |
Portion of rent-free periods | -34 673 | -35 211 | -36 532 |
EPRA NAV | 533 635 | 484 046 | 472 603 |
Market value of the loan | -413 074 | -408 901 | -410 274 |
Carrying amount of the loan | 402 664 | 402 442 | 401 888 |
EPRA NNNAV | 523 225 | 477 587 | 464 218 |
Number of shares | 13 372 500 | 13 372 500 | 13 372 500 |
Treasury shares | -13 538 | -20 660 | -21 955 |
NAV per share | 39,17 | 35,77 | 34,77 |
(1) Estimated and non audited figures as at December 31, 2015 | |||
(2) 2015 Interim Financial Report of Cegereal | |||
(3) 2014 Annual report of Cegereal |