Unibail declares the Exchange Offer for all outstanding shares of Rodamco Europe unconditional (FR/NL)

Unibail Holding S.A. and Rodamco Europe N.V. jointly announce that Unibail declares unconditional (gestanddoening) the public exchange offer (the 'Exchange Offer') made for all the ordinary shares in the capital of Rodamco with a nominal value of €8 ('Rodamco Shares').

71,378,392 Rodamco shares representing 79.63% of the share capital of Rodamco have been tendered in the Exchange Offer during the acceptance period that ended Wednesday 20 June 2007. The combination between Unibail and Rodamco is therefore unconditional and shall be effective on the date of settlement, being 25 June 2007.

"We are pleased with this outcome, which now makes it possible to create the leading pan- European commercial property company. We can conclude a vast majority of our shareholders appreciate the strategic rationale as well as the Exchange Offer made by Unibail", says Rodamco CEO Maarten Hulshoff.

Unibail's CEO Guillaume Poitrinal comments: "The support of the investment community for this project is impressive and we are very much looking forward to further build this new combination, together with our employees and management team."

On the basis of the exchange ratio of 0.5223 of a Unibail share with a nominal value of five euros (a "Unibail Share") or 0.5223 of a Unibail bond redeemable for Unibail shares (a "Unibail ORA") for each Rodamco Share, Unibail will issue:

  • 27,917,226 Unibail Shares (the "New Shares"), representing a capital increase of 139,586,130 euros; and
  • 9,363,708 Unibail ORA.

Consequently, the share capital of Unibail will be increased from 230,730,080 to 370,316,210 euros, split into 74,063,242 shares, effective 25 June 2007. The New Shares and Unibail ORA will be issued and transferred to the Rodamco shareholders who have tendered and delivered their Rodamco Shares under the terms and conditions of the Exchange Offer, on 25 June 2007 (the "Settlement Date"). Unibail Shares and Unibail ORA will be admitted to trading both on Euronext Paris and Euronext Amsterdam.

Unibail final dividend of €2.00 per Unibail share with respect to the fiscal year that ended on 31 December 2006 (the "Unibail Final Dividend"), which shall be paid by Unibail on 16 July 2007 will be attributed to the New Shares and the Unibail ORA will bear a €2.00 interest per Unibail ORA corresponding to the Unibail 2006 Final Dividend. The Management Board will propose a quarterly distribution for the fiscal year 2007, with an interim dividend of € 1.70 per share to be paid on 15 October 2007, 15 January and 15 April 2008. The final dividend for the fiscal year 2007 will be paid in July 2008, based on the dividend amount to be voted by the 2008 General Meeting of the Company.

New name and Corporate Governance
In line with the resolutions voted at Unibail's General Meeting on 21 May, 2007, upon settlement of the Exchange Offer on the Settlement Date:

  • Unibail Holding will become Unibail-Rodamco;
  • the corporate governance structure of Unibail-Rodamco will become a dual board structure with a Management Board and a Supervisory Board;
  • Supervisory Board members appointed during Unibail's EGM of 21 May 2007 will take office on the settlement date (25 June 2007) and appoint the new Management Board.

Source: Unibail/Rodamco Europe

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