The Combined General Meeting of Shareholders of 26 March 2024 Votes in Favour of All the Proposed Resolutions, in Particular Those Concerning the Capital Increase of 300 Million Euros
26 Março 2024 - 11:47AM
Business Wire
Regulatory News:
The Combined General Meeting of Clariane (Paris:CLARI)
shareholders was held on 26 March 2024, chaired by Jean-Pierre
Duprieu, Chairman of the Board of Directors, and attended by Sophie
Boissard, Group Chief Executive Officer, Philippe Garin, Group
Chief Financial Officer, Amandine Daviet, Group Corporate
Secretary, members of the Board of Directors and the Statutory
Auditors.
The Combined General Meeting approved by a large majority all
the resolutions put to the vote of the shareholders.
The adoption by Clariane's shareholders of the resolutions
relating to the planned €300 million capital increase is a further
step towards its completion, scheduled for late June 2024 or
September 2024. The completion of this new step is part of the plan
announced on 14 November 2023 to strengthen the Group's financial
structure and reduce its debt and financial leverage. The capital
increase remains subject to the lifting of the following conditions
precedent:
- Authorisation from the relevant competition authorities for
Predica’s possible acquisition of control over Clariane in the
event that the exercise of the guarantee granted by Predica as part
of the capital increase leads Predica to acquire control of
Clariane;
- An amendment to the terms and conditions of the OCEANE bonds
maturing in 2027 (0.875% – FR0013489739) in order to exclude early
redemption provisions in the event that Predica acquires control
over Clariane through the Capital Increase;
- Submission by the independent appraiser appointed by the
Company’s Board of Directors of a fairness opinion confirming the
fairness of the terms and conditions of the Capital Increase and
the related agreements, including underwriting commitments;
- Approval of the prospectus for the Capital Increase by the
AMF.
It should be noted that the Capital Increase will provide for
shareholders’ preferential subscription rights to be maintained so
that shareholders can subscribe to it in order to maintain their
stake while taking advantage of the discount. Otherwise,
shareholders who do not wish to exercise their preferential
subscription rights will be subject to significant dilution, which
may be offset in whole or in part by the sale of their preferential
subscription rights.
Lastly, the Company points out that the Capital Increase is an
essential condition of its financial structure strengthening plan
and that if it is not carried out, the Company would be obliged to
place itself under appropriate protection in order to renegotiate
its debt with its creditors.
Shareholders also approved the ratification of the co-option of
Matthieu Lance as a director. Matthieu Lance's diversified and
recognized experience in the financial sector will enhance the
skills of the Board of Directors, in particular by providing
expertise in the fields of investments, asset management,
real-estate management and mergers & acquisitions. The Board
will also benefit from Matthieu Lance's experience on the boards of
other listed companies.
Full voting results will be available on the www.clariane.com
website.
A replay of the General Meeting will be available in the
Investors section of the www.clariane.com website.
About Clariane
Clariane is the leading European community for care in times of
vulnerability. It has operations in seven countries: Belgium,
France, Germany, Italy, the Netherlands and Spain.
Relying on their diverse expertise, each year the Group’s 70,000
professionals provide services to over 900,000 patients and
residents in three main areas of activity: long-term care nursing
home (Korian, Seniors Residencias,etc.), healthcare facilities and
services (Inicea, Ita, Grupo 5, Lebenswert, etc.), and alternative
living solutions (Petits-fils, Les essentiels, Ages&Vie,
etc.).
In June 2023, Clariane became a purpose-driven company and added
to its bylaws a new corporate purpose, common to all its
activities: “To take care of each person’s humanity in times of
vulnerability”.
Clariane has been listed on Euronext Paris Section A since
November 2006
Euronext ticker: CLARI - ISIN: FR0010386334
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240326009982/en/
Investor relations
Stéphane Bisseuil Head of Investor Relations +33 6 58 60 68 69
stephane.bisseuil@clariane.com
Press Contacts
Matthieu Desplats Press relations Director +33 6 58 09 01 61
Matthieu.desplats@clariane.com
Julie Mary Press relations Manager +33 6 59 72 50 69
julie.mary@clariane.com
Florian Bachelet Press relations Manager +33 6 79 86 78 23
florian.bachelet@clariane.com
Clariane (EU:CLARI)
Gráfico Histórico do Ativo
De Abr 2024 até Mai 2024
Clariane (EU:CLARI)
Gráfico Histórico do Ativo
De Mai 2023 até Mai 2024