Amended draft offer document prepared by INOVALIS (with increase of the offer price for the Advenis shares)

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This offer and this draft offer document remain subject to the review of the Autorité des marchés financiers

PROPOSED SIMPLIFIED TENDER OFFER FOR THE COMPANY’S SHARES AND CONVERTIBLE BONDS

advenis

Initiated by

acting in concert with Hoche Partners PEI

Presented by

Kepler-Cheuvreux

presenting and guaranteeing institution

 

INFORMATION MEMORANDUM PREPARED BY INOVALIS

TERMS OF THE TENDER OFFER :

Offer price :

2.07 euros per Advenis share

3,017.42 per Advenis convertible bond

Duration of the Offer: 15 trading days

The timetable of this tender offer will be determined by the Autorité des marchés financiers (the “AMF”) in accordance with the provisions of its general regulations.

AMFThis draft offer document (the “Draft Offer Document”) was prepared and filed with the AMF on 17 November 2020, pursuant to the provisions of Articles 231-13, 231-16, 231-18, 233-1 and 234-2 of the AMF General Regulation.

 

THIS OFFER AND THE PRESENT DRAFT OFFER DOCUMENT REMAIN SUBJECT TO REVIEW BY THE AMF

This offer and this draft offer document remain subject to review by the Autorité des marchés financiers

IMPORTANT NOTICE

In accordance with the provisions of Article L. 433-4 II of the French Monetary and Financial Code and Articles 237-1 et seq. of the AMF’s General Regulation, in the event that at the end of the Offer the number of Advenis shares not tendered by shareholders outside the Concert does not represent more than 10% of the share capital and voting rights of Advenis, Inovalis intends to request the AMF to implement the Offer within three (3) months after the closing of the Offer, of a squeeze-out procedure in order to have the Advenis shares not tendered to the Offer transferred to Inovalis, in consideration for a cash consideration equal to the Offer price per Advenis share, net of all costs.
Inovalis also intends to apply to the AMF, within three (3) months of the closing of the Offer, in accordance with the provisions of Article L. 433-4 III of the French Monetary and Financial Code and the AMF General Regulation applicable at the closing of the Offer, the implementation of a squeeze-out procedure in order to have the bonds convertible into shares not presented to the Offer transferred to it, in return for a unitary compensation equal to the Offer price per bond convertible into Advenis shares, net of all costs, in the event that the sum of (i) the Advenis shares not tendered to the Offer and not held by the Concert and (ii) the Advenis shares likely to be issued as a result of the conversion of the convertible bonds into shares not tendered to the Offer and not held by the Concert, does not represent more than 10% of the sum of the existing and new Advenis shares likely to be created as a result of the conversion of the convertible bonds into shares

The Draft Offer Document should be read in conjunction with all other documents published in connection with the Offer and in particular with the description of the legal, financial and accounting characteristics of Inovalis which will be made available to the public at the latest on the day before the opening of the Offer.

 

This draft offer document is available on the websites of the AMF (www.amf-france.org) and Inovalis (www.inovalis.com) and may be obtained free of charge on request from Kepler Cheuvreux, 112 avenue Kléber, 75116 Paris and Inovalis, 52 rue de Bassano, 75008 Paris.

In accordance with Article 231-28 of the AMF’s General Regulation, the information relating to the legal, financial and accounting characteristics of the Offeror will be filed with the AMF and made available to the public at the latest on the day before the opening of the Offer. A press release will be issued in accordance with the provisions of Article 221-3 of the AMF’s General Regulation to inform the public of the procedures for making this information available.

This offer and this draft offer document remain subject to review by the Autorité des marchés financiers.

Disclaimer

This press release has been prepared for information purposes only. It does not constitute an offer to the public and is not intended for distribution in any country other than France. The distribution of this press release, the Offer and its acceptance may be subject to specific regulations or restrictions in certain countries. The Offer is not addressed to persons subject to such restrictions, either directly or indirectly, and is not likely to be accepted from any country where the Offer would be subject to such restrictions. Accordingly, persons in possession of this press release are required to inform themselves about and to observe any local restrictions that may apply. Inovalis does not accept any liability for any breach of these restrictions by any person.

Contact

Inovalis Real Estate Funds Manager
52 rue de Bassano
75008 - Paris, France