MRM - 2018 Registration document

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General information on the issuer and its capital

Consolidated financial statements for the financial year ended 31 December 2018

Asset disposals On 16 May 2018, M.R.M. announced the disposal of Nova, an office property located in the heart of the new business district in La Garenne-Colombes, close to La Défense. The property, which was 81% occupied at the time of the sale, sold for €38 million (excluding transfer taxes). M.R.M. used some of the proceeds from this disposal to repay the €22.0 million loan granted to it by SCOR SE. This disposal of M.R.M.’s last remaining office property marks the completion of the Group’s move to gradually refocus on holding and managing retail properties, a strategy adopted in June 2013. This transaction brought the total amount of office asset disposals carried out by M.R.M. since that date to €126 million. During the first half of 2018, the Group also sold a small, local unoccupied retail property (800m 2 ), previously operated by Gamm Vert, for an insignificant amount. Implementation of a share buyback programme On 31 May 2018, the Board of directors decided to implement the share buyback programme authorised by the General Meeting of Shareholders of 31 May 2018 in its ninth resolution for an 18-month period starting from 1 June 2018. The purpose of the buyback programme is to: • stimulate the trading of M.R.M. securities on the secondary market, or the liquidity of M.R.M. shares via a liquidity contract concluded with an investment services provider in accordance with the ethics charter of the AMAFI (French association of financial markets) recognised by regulations in force, bearing in mind that the number of shares taken into account for the aforementioned calculation corresponds to the number of shares acquired minus the amount sold; • retain shares for subsequent payment or exchange purposes in the event of acquisitions; • ensure the hedging of stock option plans and/or bonus share plans (or similar) reserved for employees and/or corporate officers of the Group, as well as any share allocations under company or group savings plans (or similar plan), employee profit-sharing and/or any other form of allocation of shares to employees and/or corporate officers of the Group; • ensure the hedging of securities giving access to the Company’s shares in accordance with regulations in force; • cancel all or part of the shares which would be acquired, in accordance with the authorisation granted on 1 June 2017 by the General Meeting in its seventeenth extraordinary resolution.

The above goals are presented without prejudice to the actual order in which the authorisation to buy back shares is used, something that would be dependent on needs and opportunities. The maximum number of shares that could be purchased by the Company is capped at 10% of the share capital, adjusted for any potential capital increases or reductions that may take place during the term of the share buyback programme. These share purchases may be made by any means, including via the purchase of blocks of securities, whenever the Board of directors deems it appropriate. The maximum unit price is fixed at €3 per share. In the event of any transactions in the share capital, in particular stock splits, reverse splits and bonus share allocations, the number of purchasable shares indicated above would be adjusted accordingly by applying a multiplying factor equal to the ratio between the number of shares comprising the share capital prior to the transaction, and the number after the transaction. The maximum amount that can be invested in the share buyback programme is capped at €13,100,344. As of 31 December 2018, the Company held 70,508 treasury shares. In 2018, 44,681 shares were purchased under the liquidity agreements entrusted to Invest Securities at an average price of €1.52 per share and 9,185 shares were sold at an average price of €1.58 per share. Payment of dividends and premiums The Ordinary General Meeting of 31 May 2018, in its third resolution, authorised the payment of premiums in the amount €4,803,459 equivalent to €0.11 per share to be deducted from the “Merger Premiums” account. This payment reduced said account from €5,241,367 to €437,908. The ex-coupon date was set for 6 June 2018 and payment was made on 8 June 2018. Taking account of the treasury shares held by the Company, which do not qualify for a dividend payout, the final amount distributed to shareholders was €4,798,398. 1.3 Subsequent events On 30 January 2019, M.R.M. announced the disposal of Urban, an unoccupied 8,000m 2 office property in Montreuil, for the sum of €6.35 million excluding transfer taxes. This transaction marks the completion of the office-asset disposal plan initiated in June 2013 enabling M.R.M. to refocus its portfolio exclusively on retail properties. It brings the cumulative amount of office asset disposals made by M.R.M. since that date to €132.3 million.

M.R.M. 2018 REGISTRATION DOCUMENT

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