Early redemption of the ORNANE 2020 bonds

ORPEA has decided to redeem early all its ORNANE bonds (bonds convertible into new shares and/or exchangeable for existing shares) with a repayment option in cash and/or new shares (hereinafter “the ORNANE bonds”) due on 1 January 2020, issued on 17 July 2013 and still outstanding to date.

ORNANE bondholders who so wish will need to exercise their conversion right by 5:00 pm on 22 September 2017 at the latest, in line with the arrangements available on the ORPEA website. The concept of the ORNANE bonds is that the performance component is paid in shares and the nominal amount is repaid in cash or shares, as decided by the Company. In the case of a nominal repayment in shares following the exercise by the ORNANE bondholders of their conversion right, the total number of shares to be created remains unchanged throughout the life of the ORNANE bonds (unless the conversion ratio linked to the dividend, which currently stands at 1.068, is adjusted), irrespective of any changes in the share price.

On 4 September 2017, 3,695,897 ORNANE bonds remained outstanding, i.e. 86.75% of the initial tranche, representing approximately €172 million. In addition, upon the exercise of the conversion right, the ORNANE bonds, including the nominal value, will be redeemed in new shares. The Company will therefore issue a maximum of 3,947,218 new shares.

This deal enables ORPEA to:

– strengthen its balance sheet by reducing its gearing through the twin impact of the reduction in debt and increase in equity

– reduce its financial expenses

– enhance its borrowing capacity so that the Group can accelerate its expansion through acquisitions of operating and related real estate assets.

Founded in 1989, ORPEA is a European leader in integrated Long-Term Care and Post-Acute Care, with a network of 775 healthcare facilities, with 79,838 beds (9,371 of them under refurbishment or construction), including:

•                    • 33,122 beds in France at 357 facilities (2,409 beds under refurbishment or construction);

•                    • 46,716 beds outside France (Germany, Austria, Belgium, China, Spain, Italy, Czech Republic, Poland and Switzerland) at 418 facilities (6,962 beds under refurbishment or construction).