Following the Announcement of Their Planned Merger, Carmila & Cardety Have Signed a Merger Agreement & Are Publishing Their P...

Regulatory News:

Carmila and Cardety (Paris:CARD), two property companies specialising in the management of shopping centres and retail parks adjoining stores under the Carrefour Group banner, announced a draft agreement on 2 March 2017 for the merger and absorption of Carmila by Cardety.

The aim of the merger is to create a major listed property company dedicated to promoting and developing locally-leading shopping centres in France, Spain and Italy, benefitting from a strategic partnership with the Carrefour Group, one of the World's largest retailers and leading player in Europe.

On 31 March 2017, the boards of directors of Cardety and Carmila approved the merger of their companies and the merger parity of one Cardety share for 3 Carmila shares. A merger agreement was signed on April 4, 2017, on the back of the merger plan announced on 2 March through a joint press release.

Subject to the registration with the French financial markets authority (Autorité des Marchés Financiers, or AMF) of a Document E and obtaining certain authorisations, the merger would be submitted for approval of Carmila and Cardety’s respective shareholders in General Meetings to be held in the course of 2017.

The new merged entity would be the leader in food-anchored shopping centres and the third largest listed retail property company in continental Europe. As of December 31, 2016, it would have (pro forma value at December 31, 2016):

• a gross asset value2 of Euro 5.3 billion,
• 205 shopping centres and retail parks with a total leasable surface area of 1.27 million sq m,
• With an average portfolio rate of return 3of 5.9%.

The proforma Net Asset Value (EPRA NAV) of the merged entity would be Euro 2.8 billion (based on the EPRA NAV4 published by each of the two companies at 31 December 2016).

The merged entity would have an extensive, diversified portfolio of leader and co-leader shopping centres5 in three countries: France, Spain and Italy.

France

Spain

Italy

Overall merged entity

        
      
      
        
          At 31 December 2016
        
        
           
        
        
          Broad geographical coverage

          

Critical mass and risk dispersion

        
        
           
        
        
          Shopping centres that are leaders or attached to powerful Carrefour 
          stores
        
        
           
        
        
          Assets located exclusively in wealthy northern regions
        
        
           
        
        
           
        
      
      
        
          Number of assets
        
        
           
        
        
          127 assets
        
        
           
        
        
          70 assets
        
        
           
        
        
          8 assets
        
        
           
        
        
          205 assets
        
      
      
        
          

Gross value6

        
        
           
        
        
          Euro 3.9 billion
        
        
           
        
        
          Euro 1.1 billion
        
        
           
        
        
          Euro 0.3 billion
        
        
           
        
        
          Euro 5.3 billion
        
      
      
        
          % of portfolio

          

in gross value

        
        
           
        
        
          74%
        
        
           
        
        
          20%
        
        
           
        
        
          6%
        
        
           
        
        
           
        
      
      
        
          Local leadership

          

(in % of gross value)

        
        
           
        
        
          51%

          

leader

34%

co-leader

        
        
           
        
        
          46%

          

leader

40%

co-leader

        
        
           
        
        
          63%

          

leader

4%

co-leader

        
        
           
        
        
          50%

          

leader

34%

co-leader

        
      
      
        
          Average rate of return
        
        
           
        
        
          5.7%
        
        
           
        
        
          6.6%
        
        
           
        
        
          6.1%
        
        
           
        
        
          5.9%
        
      
      
        
          

Annualised contractual rents7

        
        
           
        
        
          Euro 207 million
        
        
           
        
        
          Euro 72 million
        
        
           
        
        
          Euro 19 million
        
        
           
        
        
          Euro 298 million
        
      
      
        
          

Financial occupancy rate8

        
        
           
        
        
          96.1%
        
        
           
        
        
          94.8%
        
        
           
        
        
          99.1%
        
        
           
        
        
          96.0%
        
      
      
        
          

Occupancy cost ratio9

        
        
           
        
        
          10.6%
        
        
           
        
        
          11.4%
        
        
           
        
        
          14.1%
        
        
           
        
        
          11.0%
        
      
      
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
           
        
      
    
    

With 84% of leader or co-leader centres, the merged company would benefit from strong local positions that it will continue to develop, relying on its stand-out positioning, a historical presence and the strength of the Carrefour Group at each of its locations.

The Carrefour Group owns the premises of the food-stores on the sites held by the new group and represents less than 1% of the rents of the merged entity.

Key performance indicators of the merged entity,

Unaudited Consolidated Financial Information at 31 December 2016 (in millions of euros)

    
      
        
        
        
           
        
        
        
      
      
        
          Rental revenues
        
        
        
        
          282
        
      
      
        
          Net rents
        
        
        
        
          259
        
      
      
        
          EBITDA
        
        
        
        
          219
        
      
      
        
          

EPRA Earnings10

        
        
        
        
          166
        
      
      
        
          

Recurring net income11

        
        
        
        
          177
        
      
      
        
          Gross value of the portfolio (ITT)
        
        
        
        
          5,321
        
      
      
        
          Net Financial debt
        
        
        
        
          2,157
        
      
      
        
          

Loan-to-value (LTV ITT)12

        
        
        
        
          40.5%
        
      
      
        
          

Average cost of debt13

        
        
        
        
          2.1%
        
      
      
        
          

EPRA NAV14

        
        
        
        
          2,818
        
      
      
        
          EPRA NNNAV14
        
        
           
        
        
          2,714
        
      
      
        
        
        
        
        
           
        
      
    
    

The Unaudited Consolidated Financial Information proforma of the Cardety/Carmila merged entity as of December 2016 are attached as an appendix to the French version of this press release (available on Carmila’s and Cardety respective web sites) and will be available shortly on Carmila and Cardety respective web sites (www.carmila.com and www.Cardety.com Finance section) in an English version.

A fully renovated portfolio by the end of 2017

Carmila launched its renovation plan for its entire portfolio in 2014 for a total investment for the 2014-2017 period of c. Euro 350 million (Euro 90 million paid by Carmila). 89% of the portfolio had been renovated by the end of 2016. The reminder of the portfolio renovations will be completed in 2017.

A pipeline of 37 extension projects representing an investment of Euro 1.5 billion15 by 2022

37 extension projects have been launched and are currently under way. At the end of 2016, 21 building permits and 26 commercial licences (autorisations d’exploitation commerciale or CDAC) had already been obtained for these controlled projects16.

Cardety and Carmila estimate that these development projects could generate Euro 100 million in additional annualized rental revenues, with an average yield on cost17 of c. 6.5%.

Targeted acquisitions of shopping centres adjacent to Carrefour stores

The merged entity would pursue its strategy of building its portfolio by acquiring shopping centres and retail parks adjacent to Carrefour stores with potential for value creation.

The partnership with Carrefour allows for off-market acquisitions, thanks to longstanding local relationships, with potential for value enhancement after acquisition.

Cardety and Carmila estimate that the value of shopping centers adjacent to Carrefour stores owned by third parties in France, Spain and Italy totals in excess of Euro 15 billion, which represents a substantial source of external growth for the merged entity.

By merging, Cardety and Carmila would thus become the 3rd largest listed retail property company in Continental Europe

The new entity, listed on Paris Euronext, would be renamed Carmila and would rely on the following competitive advantages to write a new page in its history:

1. A leading player in the segment of Retail Property Companies in continental Europe, with assets for a gross asset value of Euro 5.3 billion (including transfer taxes) comprising 205 shopping centres and retail parks, guided by a fundamental ambition: to ensure and strengthen the local leadership of each of its shopping centres;

2. A symbiotic partnership with the Carrefour Group, which will represent a major competitive advantage for the new entity, allowing it to develop its strategy relying on a strong global retail group with an historical local presence, and unique tools for customer knowledge and targeting at the local level;

3. A differentiating strategy as a “Smart Shopping Center Company”, mainly aimed at helping its retail tenants increase their turnover by providing them with bespoke digital local marketing tools;

4. A portfolio of assets with substantial potential for value creation, which has benefited from a intense renovation plan (Most often carried out concomitantly with the modernization by the Carrefour group of the adjoining food stores of which it is the owner), continuous improvement in operational efficiency and in its merchandising-mix, to offer to its retail tenants and customers an effective commercial ecosystem;

5. A controlled extension pipeline and a targeted asset acquisition strategy. Since its creation in April 2014, Carmila has implemented a dynamic strategy to accelerate its expansion at a sustained pace, combining the development of its extension pipeline with targeted acquisitions of assets with pre-identified value creation potential, thanks to its unique relationship with the Carrefour Group;

6. Robust financial performance thanks to the dynamic management of its portfolio and a sound balance sheet relying on diversified sources of financing and a solid long-term “BBB” rating (awarded to Carmila) since September 2015;

7. Experienced teams with a proven track record. Carmila's management team has demonstrated, since Carmila was created but also in prior roles, their ability to actively manage the asset portfolio to combine secured yields, growth and value creation.

The main shareholders of Carmila and Cardety support this merger, demonstrating their trust in the strategy implemented and the new entity's outlook for growth.

As part of its development plan, the merged entity could carry out, subject to market conditions, a capital increase of approximately Euro 500-600 million, which would entail placing shares on the market in the course of 2017.

Important information

This press release does not constitute and shall not be construed as an offer or the solicitation of an offer to purchase, sell or exchange any securities of Cardety and Carmila. In addition, it does not constitute an offer or the solicitation of an offer to purchase, sell or exchange securities in any jurisdiction in which it would be unlawful or subject to registration or qualification under the laws of such jurisdiction.

This announcement is not an offer or sale of securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Cardety does not intend to register any of the securities mentioned in this announcement in the United States or to conduct a public offering of securities in the United States.

In connection with the proposed merger, the required information documents will be filed with the Autorité des Marchés Financiers (“AMF”). Shareholders and investors are strongly advised to read, when made available, the information documents, and in particular the sections related to the risk factors, that will be filed with the AMF and any other relevant document that will be filed with the AMF as well as any related amendment if any and/or supplements because they will contain important information.

Forward-looking statements

This press release contains forward-looking information and statements regarding the contemplated merger between Cardety and Carmila with respect to its objectives, results, effects and timing, as well as other information and statements which reflect Cardety and Carmila’s best estimates based on currently available information. Forward-looking information and statements are sometimes identified by the use of words such as “believes”, “expects”, “estimates”, “may”, “will”, “could”, “should”, “shall”, “intends”, “aims”, “plans”, “predicts” or “anticipates” or the negative, conditional or future thereof, other variations thereon or comparable language. Investors and shareholders are cautioned that forward-looking information and statements are subject to numerous risks and uncertainties, many of which are difficult to predict and generally beyond the control of Cardety and/or Carmila, that could cause actual results and developments to differ materially and adversely from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified in filings with the Autorité des Marchés Financiers made or to be made by Cardety and/or Carmila. Cardety and Carmila undertake no obligation to publicly update these forward-looking statements, whether as a result of new information, future events, or otherwise.

Proforma unaudited consolidated financial information

This press release contains unaudited pro-forma consolidated financial information in relation to the financial year ended 31 December 2016, which has been prepared as if the merger between Carmila and Cardety had been completed as of 1st January 2016 for the consolidated results of the combined entity and as of 31 December 2016 for the consolidated balance sheet of the combined entity. The unaudited pro-forma consolidated financial information is provided for information purposes only and does not represent the results of the combined entity that would have been achieved if the merger had actually been completed on such date. The unaudited pro-forma consolidated financial information in relation to the financial year ended 31 December 2016 included in this press release will be made available on the websites of Carmila (www.carmila.com rubrique Finance) and Cardety (www.cardety.com, rubrique Finance).

About Carmila:

Carmila was founded on 16 April 2014 by Carrefour and large institutional investors in order to increase the value of shopping centres adjoining Carrefour stores in France, Spain and Italy. Its portfolio consisted, as at 31 December 2016, of 194 shopping centres in France, Spain and Italy, mostly leaders in their catchment areas, and valued at Euro 5.2 billion. Inspired by a genuine retail culture, Carmila's teams include all of the expertise dedicated to commercial attractiveness: marketing, specialty leasing, shopping centre management and portfolio management.

Carmila's 2016 audited consolidated financial statements were published on April 5, 2017 and are available on the website at www.carmila.com, in the Finance section.

About Cardety:

Cardety (formerly named Carrefour Property Development) is a listed property company benefiting from the tax regime for real estate investment funds and principally engaged in the development, acquisition and management of retail parks and shopping centre units.

Cardety stock is listed in Compartment C of the Paris Euronext under ISIN Code FR0010828137 and Mnemonic Code CARD

The press release announcing Cardety's audited results under IFRS is available on its website (www.cardety.com, Finance section).

APPENDIX

PROFORMA CONSOLIDATED FINANCIAL INFORMATION – Non audited

Cardety/Carmila merged entity at 31 December 2016

To be provided shortly

See French version of the press release

1 Unaudited consolidates financial information under review by Cardety auditors

2 Appraisal value ( including transfer taxes) of assets held by the combined group

3 Average rate of return used bu appraisers to define the market value of assets of the Carmila and Cardety

4 Fully diluted Net Asset Value, excluding transfer taxes

5 A shopping centre is defined as a “leader” if (i) the centre is the leader in its commercial area in terms of the number (of business units) in its local urban area (“agglomération”), as defined by INSEE (Source: Codata database, 2016) or (ii) the shopping centre has more than 80 stores in France or 60 stores in Spain and Italy.A shopping centre is defined as a “co-leader” if (i) the centre is not a “leader”, and (ii) (x) the centre includes the leading hypermarket in its commercial area in terms of turnover in France and Italy or in terms of surface area in Spain (Source: Nielsen database, 2016) or (y) the annual turnover of the hypermarket adjoining the centre is over Euro 100 million in France or Euro 60 million in Spain and Italy.

6 The gross asset value ("GAV") corresponds to the appraisal value of the assets in operation, including transfer taxes, plus the amount of fixed assets in progress that are not taken into account in the appraisals.

7 Sum of i) minimum guaranteed rents for leases where such a minimum guaranteed rent is included and ii) invoiced rents for the most recent year where payment under the lease is fully variable (or expected rents according to the business plan for tenants in their first year of occupancy).

8 Excluding strategic vacancy due to renovation, extension or restructuring projects. The financial occupancy rate is calculated by dividing invoiced rents over a given period by the total potential amount of rents that could be invoiced should the centres be fully leased (rents on vacant lots as per appraisals)

9 Total amounts invoiced to tenants (rent, service charges, ...) divided by tenant revenues

10 EPRA earnings is equal to Net income accounted for in Carmila consolidated P&L (IFRS under fair value method) less revaluation result and associated differed taxes and less other components included in the results not relevant to assess the operating performance of the portfolio

11 EPRA earnings adjusted for non recurring components accounted for in the consolidated net income.

12 Net debt divided by Gross Asset Value including transfer taxes

13 Excluding 0.19 percentage points related to the amortization of borrowing costs and bond redemption premiums

14 Diluted EPRA NAV excluding transfer taxes. EPRA NAV and NNNAV are ex-2016 dividend

15 Including 50% of the development margin paid to the Carrefour Group

16 “Controlled” projects: projects for which the studies are very advanced and the company owns the land or the construction rights, but where all the administrative permits have not necessarily been obtained.

17 Including a 50/50 share of development margin with Carrefour Group

View source version on businesswire.com: http://www.businesswire.com/news/home/20170404006569/en/

Carmila contact for investors and analysts:CarmilaMarie-Flore Bachelier, [phone] [e-mail]:Citigate Dewe RogersonAlienor Miens, [phone] [e-mail] Emringer, [phone] [e-mail] press/investor contact:KOMODOAgnes Villeret, [phone] [e-mail]