CeGeREAL : Disclosure of the information note in response to the simplified tender offer on the shares of company

Microsoft Word - CeGeREAL - PR Disclosure and preliminary financial statements.DOCX

Paris, 11 January 2016 - 8:00 CET

Regulated Information

PRESS RELEASE RELATED TO THE DISCLOSURE OF THE INFORMATION NOTE IN RESPONSE TO THE SIMPLIFIED TENDER OFFER ON THE SHARES OF COMPANY

Initiated by NW CGR 4 S.à r.l. and NW CGR 5 S.à r.l., acting in concert with the other members of the Northwood Concert

AND TO THE DISCLOSURE OF PRELIMINARY FINANCIAL INFORMATION

OFFER PRICE: 35.65 euros per share CeGeREAL SA OFFER PERIOD: 10 trading days

This release has been issued by CeGeREAL and is published pursuant to articles 231-27 3° and 231-28 of the AMF's General Regulations (French financial market authority, Autorité des Marchés Financiers, the « AMF »).

• Simplified Tender Offer

Pursuant to L621-8 of the Monetary and Financial code and of article 231-6 of the general regulations, the AMF has, pursuant to its decision dated 7 January 2016 on the simplified tender offer, approved under visa number 16-006 dated 7 January 2016] the information note in response prepared by the company CeGeREAL S.A. (the "Information Note").

Information related to the legal, accounting and financial characteristics CeGeREAL have been filed on 8 Janauary 2016 and disclosed to the public today, in accordance with provisions of article 231-28 of the AMF's General Regulations.

This information and the Information Note in response are available on CegeREAL's (www.cegereal.com) and the AMF's (www.amf-france.org) websites and can be obtained free of charge with:

CeGeREAL

42 rue de Bassano - 75 008 PARIS

• Preliminary Financial Statements as of 31 December 2015

CeGeREAL has prepared, on a preliminary basis as at the date of the document "Additional information related to the file with the AMF on 8 January 2016 and for the sole purpose of informing the shareholders in the context of the proposed offer, certain preliminary financial statement of the Company as of 31 December 2015, comprising the IFRS consolidated P&L, the consolidated IFRS balance sheet, the IFRs consolidated cash flows and the corporate P&L and balance sheet of the Company (French GAAP).

These draft and non-audited financial statements have been prepared by the Company under the same form as the annual financial statements (except for the exhibits).

It is specified that the final financial statements as of 31 December 2015 will be submitted to the Board of the Company in the course of February 2016 and will be subject to an audit from the Company's statutory auditors.

For further information, please contact:

Media Relations

Aliénor Miens / [phone] [e-mail]

Investor Relations

Raphaël Tréguier / [phone] [e-mail]

Disclaimer

This press release has been prepared for information purposes only. It does not constitute a public offering, nor an offer to purchase, nor solicitation for an offer to sell CeGeREAL shares or an offer to sell, in any country, including France.

The disclosure, publication or marketing of this release in certain countries may constitue a breach of legal or regulatory provisions. Conseuqnelty, the persons located in those countries where this release may be disclosed, published or marketed must seek information and comply with those legal and regulatory provisions. The company CeGeREAL will not be liable in case of breach by any person of the local regulations.

About Cegereal

Created in 2006, CeGeREAL is a commercial property company that invests in prime office properties in Greater Paris. The portfolio's appraisal value is estimated by the independent valuation firm DTZ Eurexi at €984 million as of September 30, 2015 (replacement value).

To date, CeGeREAL is the first French property company with a fully certified portfolio from an environmental point of view (HQE and BREEAM "Very Good", Management "Excellent") and benefits from the Green Star rating in the international benchmark GRESB.

CeGeREAL is a REIT listed on Euronext Paris since 2006, in compartment B (ISIN: FR0010309096). The Company had a market capitalization of €476 million on January 6, 2016.

www.cegereal.com

Consolidated IFRS P&L In thousands of euros, except per share data
12 months	12 months
Rental income	44 310	44 746
Income from other services	11 349	13 173	Note 1
Building‐related costs	(17 156)	(16 341)	Note 2
Net rental income	38 504	41 579
Sale of building
Administrative costs	(4 976)	(3 057)	Note 3
Other operating expenses	(5)	0
Other operating income	65
Increase in fair value of investment property	62 736	42 637
Decrease in fair value of investment property	(0)	(23 933)
Total change in fair value of investment property	62 736	18 704	Note 4
Financial income	15	17
Financial expenses	(14 719)	(14 533)
Net financial expense	(14 705)	(14 515)
Corporate income tax	(662)	(312)
of which attributable to owners of the Company	80 957	42 398
of which attributable to non‐controlling interests	0	0
Other comprehensive income
of which attributable to non‐controlling interests	0	0

31/12/2015 (1)

31/12/2014 (2)

Notes

Net operating income

96 323

57 226

CONSOLIDATED NET INCOME

80 957

42 398

TOTAL COMPREHENSIVE INCOME	80 957	42 398
of which attributable to owners of the Company	80 957	42 398

Basic and diluted earnings per share (in euros)	6,06	3,18

(1) Preliminary and non audited accounts as at December 31, 2015

(2) Audited accounts ast at December 31, 2014 and published in the 2014 Annual report of Cegereal

Note 1 ‐ Indemnities of departure paid in 2014 by Stora Enzo and by Cap Gemini Note 2 ‐ Mainly: marketing of Europlaza and real estate taxes

Note 3 ‐ Mainly: fees linked to the change of shareholder and to the increase of payroll Note 4 ‐ Fair value adjustments to investment property

Balance sheet IFRS (consolidated)

In thousands of euros

31/12/2015 (1)

31/12/2014 (2)

Notes

Non‐current as sets

Property, plant and equipment	61
Investment property	942 000	871 000	Note 4
Non‐current loans and receivables	28 928	30 941	Note 5
Total non‐current assets	970 989	901 941

Current assets

Trade accounts receivable	13 132	6 469	Note 6
Other operating receivables	6 899	6 276
Prepaid expenses	96	107
Total receivables	20 127	12 852
Cash and cash equivalents	8 723	23 499
Total cash and cash equivalents	8 723	23 499
Total current assets	28 850	36 351

TOTAL ASSETS

999 839

938 292

Shareholders' equity

Share capital	160 470	160 470
Legal reserve and additional paid‐in capital	21 436	21 436
Consolidated reserves and retained earnings	305 447	284 831
Net attributable income	80 955	42 398
Total shareholders' equity	568 308	509 135

Non‐current liabilities

Non‐current borrowings	402 664	401 889
Other non‐current borrowings and debt	3 951	4 166
Non‐current corporate income tax liability	0
Total non‐current liabilities	406 615	406 055

Current liabilities

Current borrowings	1 626	1 716
Trade accounts payable	3 150	2 148
Corporate income tax liability	0	295
Other operating liabilities	4 573	5 045
Prepaid revenue	15 566	13 898	Note 7
Total current liabilities	24 915	23 102
Total liabilities	431 530	429 157

TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES

999 839

938 292

(1) Preliminary and non audited accounts as at December 31, 2015

(2) Audited accounts ast at December 31, 2014 and published in the 2014 Annual report of Cegereal

Note 4 ‐ Fair value adjustments to investment property Note 5 ‐ Amortization of incentives granted to tenants Note 6 ‐ Rents to be paid for the first quarter of 2016

Note 7 ‐ Rents paid in advance for the first quarter of 2016