ORPEA Announces the Results of Its Share Capital Increase With Shareholders’ Preferential Subscription Rights for an Amount of Approximately EUR 3.9 Billion Backstopped by the Unsecured Creditors of the Company...

Regulatory News:

ORPEA Announces the Results of Its Share Capital Increase With Shareholders’ Preferential Subscription Rights for an Amount of Approximately EUR 3.9 Billion Backstopped by the Unsecured Creditors of the Company Subscribing by Way of Set-off Against Their Unsecured Claims

ORPEA S.A. (Paris:ORP) (the « Company »), announces today the results of its share capital increase with shareholders’ preferential subscription rights for a gross amount, including issue premium, of EUR 3,884,212,344.65, through the issue of 64,629,157,149 new shares (the “New Shares”) at a subscription price of EUR 0.0601 per New Share (of which EUR 0.01 of nominal value and EUR 0.0501 of issue premium), backstopped by the unsecured creditors (the “Equitization Capital Increase”).

As a reminder, the Equitization Capital Increase is carried out in the context of the accelerated safeguard plan adopted by the Nanterre Specialised Commercial Court on July 24^th, 2023 (the “Accelerated Safeguard Plan”) and aims at equitizing (by conversion and/or redemption) the entire unsecured indebtedness of the Company, amounting to approximately EUR 3.9 billion. Any amount in cash raised as a result of the exercise by the holders of preferential subscription rights will be entirely allocated to the repayment of the unsecured indebtedness at par and pro rata, the remainder being entirely subscribed for by the unsecured creditors by way of set-off against their unsecured claims.

It is also recalled that the current stock price of the ORPEA share (i.e. 0.2254 euro at close on 29 November 2023) remains significantly decorrelated from the subscription price of the New Shares issued in the context of the Equitization Capital Increase (i.e. 0.0601 euro per share) and the theoretical value of the share post-Capital Increases to be carried out under the Accelerated Safeguarding Plan, which is below 0.02 euro per share. It is thus highly probable that the price of the share post-Capital Increases will be close to the issue prices of the Capital Increases (0.0178 euro per share, for the subscription of the 65,173,064,696 new shares to be issued in the context of the Groupement Capital Increase ; 0.0133 euro per share, for the subscription of the 29,324,787,415 new shares to be issued in the context of the Rights Issue), thus implying a massive decline in the share price and significant losses for shareholders who have purchased shares of the Company at a higher price.