(Boursier.com) — Clariane announces that it has today renewed the drawing of its RCF (Revolving Credit Facility) line for a period of 6 months (maturing on November 3, 2024) for an amount of 492.5 million euros, in accordance with the terms provided for in the contract signed in 2019 and extended on July 25, 2023.
The Group recalls that the drawing and renewal of its RCF line are conditional, in addition to the usual conditions, on a minimum liquidity level of 300 million euros on the day of said drawing or renewal, which includes the drawn RCF.
As indicated in its press release of November 14, 2023, Clariane recalls that following the publication, on October 24, 2023, of the press release relating to the turnover for the 3rd quarter of 2023, the sharp deterioration in the stock price, linked to the revision of its leverage objective as of December 31, 2023 from 3.5x to 3.8x, has aroused the concern of certain financial partners, compromising the finalization of the two real estate partnership projects currently being negotiated and planned by end of 2023. In this context, the Group drew down its RCF lines on November 3, 2023 for an amount of 500 million euros for 6 months.
As indicated in the Universal Registration Document (Chapter 2 – Point 2.4.1.2 Management of liquidity risk, covenant breach risk and cross-default risk) filed with the AMF on April 30, 2024, under number D.24-0380, the Group’s liquidity is ensured by:
i.the financing structure currently in place, including in particular the syndicated loan for which the early renegotiation of an “amend & extend” was finalized in July 2023 (the forward tranche of 500 million euros expired in May 2024), and the drawing by the Group on November 3, 2023 of its RCF (Revolving Credit Facility) line for an amount of 500 million euros for a period of six months, in a market context and access to degraded financing;
ii.the refinancing plan of 1.5 billion euros announced on November 14, 2023 which notably provides for the completion of a capital increase of 300 million euros and the execution of an asset disposal plan for an amount total of 1 billion Euros.
The capital increase is planned before the end of the third quarter of 2024, on the basis of the resolution voted by the General Meeting of Shareholders on March 26, subject to the lifting of the suspensive conditions recalled below, while the Asset disposal operations in progress have to date covered 25% of the expected objective.
These elements condition the Group’s ability over the next 12 months to honor its financing deadlines and to respect its covenant ratios and in particular the financial debt ratios as of June 30, 2024 and December 31, 2024 as well as the minimum liquidity required at each RCF line renewal deadline.
As indicated in the press release of February 28, 2024, the Group’s gross financial debt (excluding IFRS16 debt) amounted to €4,532 million as of December 31, 2023, including €545 million maturing during the year 2024 (excluding drawn RCF which is available for renewal until May 2026). The Group’s net financial debt increased from 3,775 million euros as of December 31, 2022 to 3,854 million euros as of December 31, 2023 (3,780 million euros after taking into account the debt held with the Ages property companies & Vie for 74 million euros).
This change in net debt takes into account:
i.An amount of gross borrowings and financial debts of 4,532 million euros as of December 31, 2023, compared to 4,508 million euros as of December 31, 2022;
ii.A cash level which stands at 678 million euros as of December 31, 2023, compared to 734 million euros as of December 31, 2022.
Liquidity risk as well as cross-default risk are described in the Group’s Universal Registration Document (Chapter 6 – point 9.2).
Update on the Refinancing Plan
The refinancing plan announced on November 14, 2023 was put in place in order to address the liquidity difficulties presented on this occasion and recalled in the press release of February 8, 2024. These risks are also described in the annexes to the 2023 accounts, available on the company website www.clariane.com.
In this respect, the company recalls that the capital increase constitutes an essential condition of its plan to strengthen its financial structure and that in the event of non-achievement of this, the Company would be forced to place itself under a regime protection adapted to renegotiate your debt with your creditors.
It also notes that the Group’s banks and lenders are waiting for the capital increase to be completed before resuming their assistance and that to date it has not been able to secure corporate or real estate financing, with the exception of some extensions of maturities, notably corporate maturities towards extensions in secure real estate format. These extensions reach to date an amount of 55 million euros, to be compared to the 352 million euros of debt maturities of the Company over the first half of the year.
The company recalls that it completed, in December 2023, the first two phases of the Refinancing Plan announced on November 14, namely:
-The completion of the “Gingko” real estate partnership for an amount of 140 million euros (press release of December 15, 2023), then the completion of the “Juniper” real estate partnership for an amount of 90 million euros (press release of December 28, 2023);
-The establishment and drawing of a term real estate bridging loan of 200 million euros subscribed to the Caisse Régionale de Crédit Agricole Mutuel de Paris et d’Ile de France (CADIF), LCL and Crédit Agricole Corporate and Investment Bank (CACIB). The Group reminds that this loan would be subject to early repayment if the capital increase project were to be abandoned, unless the Group implemented an alternative project making it possible to raise financing in equity or quasi-equity. own or similar nature of a minimum equivalent amount.
Concerning the capital increase, the situation is as follows:
-The granting by the AMF to Predica, a subsidiary of the Crédit Agricole Assurances Group and the largest shareholder of Clariane, of an exemption from the obligation to file a proposed public offer (in the event that Predica crosses the threshold of 30% due to the capital increase) on the basis of articles 234-8, 234-9 2o and 234-10 of the AMF General Regulations (AMF decision no. 224C0227 of February 8, 2024).
The Group recalls in this respect that Crédit Agricole Assurances, which holds, via Predica, 24.7% of the capital and voting rights, has undertaken to subscribe, subject to the lifting of the Suspensive Conditions, as well as the usual conditions for this type of operation, (i) on an irreducible basis up to its share in the capital by exercise of all the preferential subscription rights that it will receive and (ii) on a reducible basis for a subscription amount in cash total equal to the difference between 200 million euros and the amount of its subscription on an irreducible basis, it being specified that Predica’s commitment to subscribe to the capital increase on a reducible basis may also take the form, in whole or in part , a guarantee commitment.
The Company has also received expressions of interest from banking establishments to guarantee, subject to conditions precedent, all or part of the balance of the capital increase, i.e. up to 100 million euros.
At this stage, no agreement has yet been finalized with the banking establishments concerned.
-The adoption, by the shareholders of Clariane, of the resolutions relating to the capital increase of 300 million euros during the Combined General Meeting held on March 26, 2024, a new step taken towards its realization, scheduled for the end of June 2024 or September 2024.
This capital increase operation remains subject to the lifting of the following conditions precedent, which have not yet been fulfilled to date:
– Obtaining authorization for the possible takeover of Clariane by Crédit Agricole Assurances, in the event that the subscription by Crédit Agricole Assurances to the capital increase would lead it to such a takeover, by the authorities of competent competition. The Group and the entities concerned by the transaction have notified the proposed transaction to the French Competition Authority as well as a request for an exemption from the suspensive effect of said notification to be able to carry out the transaction of capital in June 2024, subject to the lifting of conditions precedent and market conditions;
-Obtaining a modification of the terms of the Océanes issue contract maturing in 2027 (0.875% – FR0013489739) in order to exclude cases of early repayment in the event of crossing the threshold of 40% of Clariane’s capital by Crédit Agricole Assurances due to the capital increase and the possible execution of its guarantee;
– Submission by the independent expert designated by the Board of Directors of the Company of a fairness certificate confirming the fair nature of the conditions of the capital increase and related agreements including the subscription commitments;
-Approval of the prospectus of the Capital Increase by the Financial Markets Authority.
Please note that the capital increase provides for the maintenance of the preferential subscription rights of shareholders who will then be able to subscribe to this capital increase in order to maintain their participation while benefiting from the discount. Otherwise, shareholders who do not wish to exercise their preferential subscription rights will be subject to significant dilution which may be fully or partially compensated by the sale of their preferential subscription rights.
Concerning the asset disposal program, aimed in particular at a geographic refocusing of its activities, for an amount of approximately 1 billion euros in gross proceeds from disposals, the Group announces that it has sold to date:
-Its 50% stake in a real estate portfolio in the Netherlands to its partner Aedifica for a total contractual sale value of approximately 25 million euros;
-All of its activities and assets (opco & propco) in the United Kingdom, to Elevation Healthcare Property, an English investment fund specializing in the real estate sector of retirement and health establishments, managed by Elevation Advisors LLP, for a gross sale value of £207 million (approximately €243 million). It is recalled that the assets sold were carried within the framework of the so-called “Juniper” real estate partnership signed with Predica (press release of December 28, 2023).
The details of this transaction, and in particular the use of the proceeds from the sale, are described in the press release relating to this sale, published on February 28, 2024. It is specified that the net proceeds from the sale linked to this operation contribute to the reimbursement approximately €150 million of the Group’s outstanding debt, but has no significant impact on leverage.
With the sale of its business in the United Kingdom and 6 real estate assets in the Netherlands, announced on February 5, the Group has already completed more than a quarter of the property disposal program during this first quarter. assets. It is actively continuing the implementation of this program, with several processes underway, particularly in the Benelux.
Furthermore, the company confirmed, on April 4, that it had held an information meeting with the members of the representative body of the personnel concerned, in accordance with current French regulations, on a possible sale of its Home Hospitalization activity. and Home Nursing Services (HAD/SSIAD) in France. The Group recalls that it currently has 8 specialized HAD reception centers and 3 SSIAD agencies in France, which employ 309 people (full-time equivalent). This activity achieved a turnover of 46.5 million euros in 2023. The Group indicates that advanced discussions are underway on the sale of this activity.