press release boulogne-billancourt, september 22, 2006

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  • 8/14/2019 Press Release Boulogne-Billancourt, September 22, 2006.

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    Press releaseBoulogne-Billancourt, September 22, 2006.

    Icade announces the signing of several purchase agreements of part of themandatory convertible bonds (MCB) due 2010 issued in April 2004 and

    November 2004 by its subsidiary Icade EMGP and commits itself to extend theoffer to the remaining MCB holders

    Pursuing its integrated property developer strategy by reinforcing its control and exposure to itssubsidiary Icade EMGP and optimizing its capital structure, Icade concluded several agreements (the Agreements ) relating to the purchase of mandatory convertible bonds issued by Icade EMGPrespectively (i) in April 2004 (amount of the issue of 40,007,500, i.e unlisted 123,100 MCB of 325nominal value, issued on April 30, 2004 (AMF visa n04-219 dated March 26, 2004), the MCB April2004 ) and (ii) in November 2004 (amount of the issue of 49,980,000, i.e 147,000 MCB of 340nominal value, listed on Eurolist by Euronext according to Euronext notice n2005-298, issued on

    November 30, 2004 (AMF visa n04-856 dated October 25, 2004), the MCB November 2004 ). Thetwo tranches of MCB are redeemable into shares on May 2, 2010 as 10 shares per MCB after the stocksplit adjustement.

    Following these Agreements, Icade will purchase on October 2, 2006 at the latest (i) through a mutualagreement, 41,665 MCB April 2004 for a nominal amount of 13,541,125 euros (15,065 MCBbelonging to FORUM EUROPEAN REALTY INCOME L.P. and 26,600 MCB belonging to CITY NORTHDEVELOPMENTS LTD) and (ii) through an off-market transaction, 143,694 MCB November 2004 for anominal value 48,855,960 (22,694 MCB belonging to FORUM EUROPEAN REALTY INCOME L.P.and 121.000 ORA belonging to CITY NORTH DEVELOPMENTS LTD) at an acquisition price equal to 916.20 for each MCB. Icades investment amounts to 169,825,915.80. Icade will increase its stake inIcade EMGP share capital from 72.04% to 85.85% on a fully diluted basis.

    CITY NORTH DEVELOPMENTS LTD and FORUM EUROPEAN REALTY INCOME L.P. MCB disposaldoesnt constitute an exit from the Icade group as they intend to remain close to Icade considering thepossibility to increase their stake in the Icade share capital.

    Icade announces that it doesnt intend to delist its subsidiary Icade EMGP which should continue tobenefit from the SIIC status.

    Once these transactions completed, Icade will hold 122,001 MCB April 2004 and 144,049 MCBNovember 2004, i.e respectively 99.11% and 97.99% of oustanding MCB. It will remain 1,099

  • 8/14/2019 Press Release Boulogne-Billancourt, September 22, 2006.

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    oustanding MCB April 2004 and 2,951 outstanding MCB November 2004 after the completion of thesetransactions.

    Icade commits itself to extend the offer in France to all other MCB April 2004 and MCB November 2004holders. Terms and conditions of this offer are described hereafter.

    Terms and conditions of the offer to the remaining MCB holders:

    The offer to the remaining MCB holders aims at extending terms and conditions of the purchaseargreements concluded with CITY NORTH DEVELOPMENTS LTD and FORUM EUROPEAN REALTYINCOME L.P to all MCB holders.

    Icade commits itself to buy in the market in France and outside the United States all MCB April 2004 or ORA November 2004 at an acquisition price of 916.20 each, equal to the price offered to CITYNORTH DEVELOPMENTS LTD and FORUM EUROPEAN REALTY INCOME L.P. in the above-mentioned Agreements. Icades investment could amount up to 173,536,525.80. in case all holderswould dispose their MCB. Icade could increase its stake in Icade EMGP share capital to 86.16% on afully diluted basis.

    The offer to the remaining MCB holders will start on October 6, 2006 and close on October 13, 2006inclusive.

    Icade and Icade EMGP will announce the results of the offer through a press release which should bepublished on October 18, 2006.

    About IcadeIcade is a leading French full-service property developer active in the housing, services, healthcare,and public sector markets. Icades businesses cover the entire property development value chain:design and development, land investment, holding, and trading, promotion, operations, andmanagement. By skilfully executing these different services, Icade offers solutions tailored to specific

    customer needs, and helps address the overall issues facing the sector. In 2005, Icade generatedconsolidated revenues of 1,179M and a gross operating profit of 201M.

    Contacts :Mathieu Carr Rmi LemayExternal Communications Manager Head of Investor RelationsTel.: 01 46 94 41 64 Tel.: 01 46 94 42 [email protected] [email protected]

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    mailto:[email protected]:[email protected]:[email protected]:[email protected]