Delfin, Foncière des Regions and Batipart have signed an agreement, under the terms of which Delfin has committed to contributing its 35% interest in Beni Stabili to Foncière des Regions.
Foncière des Regions will, in turn, file a mandatory exchange offer for all Beni Stabili shares, subject to the approval of the asset contribution by the General Shareholders' Meeting to be held in early May 2007.
The two transactions are to be carried out on the basis of 100 Beni Stabili shares for 1 new Foncière des Regions share, after the payment of ordinary dividends by both companies, as well as the allocation by Foncière des Regions of an extraordinary dividend of €7.50 per share.
Beni Stabili is one of the leading Italian listed property companies with a real estate portfolio valued at more than €4 billion and a rental income base in excess of €200 million. The portfolio is primarily comprised of premium quality office buildings, the lion's share of which are located in northern Italy. Most of the properties are rented under long-term leases to key Italian companies, such as Telecom Italia, Fiat and Prada.
Beni Stabili will be a springboard to growth in Italy for Groupe Foncière des Regions. Furthermore, Beni Stabili stands to benefit from opportunities expected to arise from the recently proposed tax-regime for listed Italian property companies known as SIIQ (Società di Investimento Immobiliare Quotate).
The Foncière des Regions group is becoming a leading European real estate player diversified by product line and country. Its consolidated portfolio will total more than €14 billion, including €7 billion in France, €4 billion in Italy and €3 billion in Germany. Each country will have its own, complete management organisation, with a total of nearly 750 real estate professionals.
Foncière des Regions' Management Board, chaired by Christophe Kullmann, will be strengthened to seven members, including two Delfin representatives, to reflect the group's new European size.
The new group will build on the newly broadened shareholder base and strengthened financial structure to pursue its development.
A new five-year shareholder agreement will be signed between Batipart and GE Real Estate France and Delfin, which will become Foncière des Regions' largest shareholder. Constituting a concerted action, the shareholder agreement will ensure that Batipart, Foncière des Regions' founding shareholder, continues to play the same role in setting and guiding the group's strategy.
The transactions are subject to the approval of Foncière des Regions' shareholders and the realisation of certain prior conditions. These notably include obtaining a waiver from the AMF, the French market authority, related to the aforementioned concerted action, the approval of the terms of the transaction by the Consob, the Italian market authority, all requisite authorisations from anti-trust authorities, and an authorisation from the Bank of Italy related to the change in the controlling ownership of Beni Stabili's interests in savings management companies (Società di Gestione del Risparmio SGR).
Source: Foncière des Régions