Gecina: noteholder meetings to be held as closed sessions on April 7

By Sarah Lizee

Olympia, Wash., April 2 – Gecina notified holders of its €100 million notes with Euribor plus 30 basis points coupon due May 4, 2020 (ISIN FR0013332202), €500 million 2% notes due June 30, 2032 (ISIN: FR0013266368), €500 million 1% notes due Jan. 30, 2029 (ISIN: FR0013205069) and €100 million 3% notes due June 1, 2026 (ISIN: FR0013064573) that the general meetings set for April 7 to approve subsidiarization of its residential business to wholly owned subsidiary GEC 25 will be held as closed sessions, without the holders attending in person.

“This decision is the result of the terms of the March 25, 2020 decree relating to the holding of general meetings, adopted by the government as authorized by the Emergency Law of March 23, 2020 to address the Covid-19 epidemic,” the company said in an announcement.

Holders are invited to vote at the general meetings without attending in person by exercising their voting rights solely by correspondence.

The general meetings will be broadcast as a conference call, with the access number available to holders on request from the centralizing agent, Societe Generale Securities Services (+33 2 51 85 65 93, agobligataire.fr@socgen.com).

As previously reported, on Feb. 26 the company invited holders of the following notes to March 23 meetings in Paris:

• €200.2 million 2.875% notes due May 30, 2023 (ISIN: FR0011502814);

• €100 million notes with Euribor plus 30 bps coupon due May 4, 2020 (ISIN FR0013332202);

• €500 million 1.625% notes due March 14, 2030 (ISIN: FR0013322989);

• €700 million 1.375% notes due Jan. 26, 2028 (ISIN: FR0013284205);

• €500 million 2% notes due June 30, 2032 (ISIN: FR0013266368);

• €500 million 1.375% notes due June 30, 2027 (ISIN: FR0013266350);

• €500 million with Euribor plus 38 bps coupon due June 30, 2022 (ISIN: FR0013266343);

• €500 million 1% notes due Jan. 30, 2029 (ISIN: FR0013205069);

• €377.8 million 2% notes due June 17, 2024 (ISIN: FR0012790327);

• €500 million 1.5% notes due Jan. 20, 2025 (ISIN: FR0012448025);

• €166.6 million 1.75% notes due July 30, 2021 (ISIN: FR0012059202);

• €125 million 3.051% notes due Jan. 16, 2023 (ISIN: FR0012383842);

• €100 million 3% notes due Nov. 6, 2023 (ISIN: FR0013048196);

• €50 million 2.75% notes due Nov. 6, 2022 (ISIN: FR0013048204);

• €50 million 3.3% notes due July 13, 2021 (ISIN: FR0012031599);

• €50 million 2.99% notes due July 13, 2020 (ISIN: FR0012031565); and

• €100 million 3% notes due June 1, 2026 (ISIN: FR0013064573).

The company said that if no quorum was reached at the first meetings, more meetings would be held on April 7.

The company also said that, in the current health context of the coronavirus epidemic and the fight against its spread, Gecina invited concerned holders to make every effort to vote at the general meeting without being physically present.

Gecina owns, manages and develops a property portfolio of about €20 billion as of Dec. 31, of which about €17 billion is office assets and about €3 billion is residential assets.

“In order to be able to accelerate the development of its residential business, which is strategic for the group, to enhance its visibility and to be able to attract leading investors interested in this specific asset class, Gecina’s board of directors has decided to initiate the subsidiarization of such residential business to a wholly owned subsidiary of Gecina, GEC 25,” the company said in a press release.

Gecina said the meetings are being held in order to deliberate on the proposed partial asset contribution governed by the French legal regime for spinoffs, according to which the company undertakes to contribute to its wholly owned subsidiary GEC 25 all of the assets and liabilities, rights and obligations of any kind forming its residential business, such contribution being remunerated by the allocation to the company of newly issued ordinary shares of GEC 25.

The contribution will be submitted for the approval of the company’s shareholders at the general meeting to be held on April 23. Completion of the contribution will not result in the transfer to GEC 25 of the company’s notes.

The company is offering a 0.05% consent fee, payable in cash in euros, to holders who consent to the proposals. The consent fee is subject to approval of all resolutions by holders and shareholders at their respective meetings.

Based in Paris, Gecina owns and manages a portfolio of commercial and residential real estate.

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