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  TOUR EIFFEL company press release from 18/12/2018

  18/12/2018 - 17:40

Take-over of Affine RE by Societe de la Tour Eiffel 2018 12 18


Société de la Tour Eiffel takes over Affine RE

Paris, 18 December 2018 – 5 40 pm - Société de la Tour Eiffel ("STE") and Affine RE ("Affine") have announced that the Combined General Meeting of Affine Shareholders and the Special Meeting of Affine Shareholders with double voting rights held on 18 December 2018 and the combined general meeting of STE held on the same day, have approved the merger by takeover of Affine by STE on the basis of an exchange parity of 3 Affine shares for 1 STE share, or an exchange ratio of 0.333 STE shares for one Affine share.

All the conditions precedent to the completion of the transaction having been met, the merger by takeover results in the winding up without going into liquidation of Affine with effect as of today at 23:59.

In accordance with the merger parity, STE will increase its capital by a nominal amount of € 16,760,115, raising it from € 61,504,240 to € 78,264,355 by creating 3,352,023 new shares.

The new STE shares will be created and listed on Eurolist B of Euronext Paris under under international securities identification number ISIN FR 0000036816 on 19 December 2018, the date on which the Affine shares will be delisted. The date of settlement and delivery of the newly issued STE shares will therefore be on 21 December 2018.

The terms of the merger stipulate that if Affine shareholders do not own the number of Affine shares necessary to obtain a whole number of STE shares in accordance with the exchange ratio of the merger, the new unclaimed or unallocated STE shares corresponding to the rights forming odd lots will be sold by right of STE or by each of the holders of accounts of the holders of fractional rights, and the funds resulting from the sale will be distributed among the holders of fractional rights in the manner prescribed in Articles L. 228-6-1 and R. 228-12 of the French Commercial Code of Law.

STE is delighted with the completion of this business combination, which allows STE to hold a real estate portfolio of more than € 1.7 billion, thus meeting its objective of strengthening its presence in the Greater Paris office property market.

For more information,please contact:

Bruno Meyer

Deputy Managing Director

Société de la Tour Eiffel

11/13 avenue de Friedland - 75008 Paris

Tel : + 33 1 53 43 07 06

b.meyer@stoureiffel.com

www.societetoureiffel.com

Warning: This press release is being issued for information purposes exclusively. It does not constitute a public offer to sell or the solicitation of a public offer to buy securities in France or in any other jurisdiction. The securities mentioned in this press release will not be subject to any public offer or promotional solicitation. The securities referred to in this press release are not being offered for sale in France in the context of a private placement within the meaning of article L. 411-2-II of the French Monetary and Financial Code. No assurance is given regarding the information contained in this press release, its completeness, its accuracy or its reasonableness.