MRM // 2022 Universal Registration Document

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General information on the issuer and its share capital Management report for the financial year ended 31 December 2022

1.1.2 Company history Prior to its restructuring as a real estate company in 2007, M.R.M. was originally a listed holding company at the head of a group built around three business activities: manufacturing and sales of velvet products (JB Martin Holding), clothing design and retailing in Mexico (Edoardos Martin), and the production and sale of plastic cables and tubes (M.R. Industries). 2013 was marked by a major recapitalisation of M.R.M. via the acquisition of a majority stake of 59.9% in its share capital by SCOR SE and the conversion into M.R.M. shares of the whole of a €54 million bond issued by an M.R.M. subsidiary. Alongside the restructuring of M.R.M.’s bank and bond debt to which it was subject, this recapitalisation established a healthy financial structure for M.R.M. characterised by a strengthening of its equity base, significant debt reduction and rescheduling, and the restoration of its cash position. Since then, M.R.M.’s strategy has been to refocus its business on holding and managing retail properties with plans to gradually dispose of its office properties. This refocusing process was completed in 2019. In 2022, with a view to diversifying and developing its assets, M.R.M. changed its dimension by acquiring two shopping centres from Altarea located in Flins-sur-Seine (Yvelines) and in Ollioules (Var), both adjacent to Carrefour hypermarkets, for a total amount of €90.4 million including transfer taxes (the “Acquisition Transaction”). The Acquisition Transaction resulted in share capital increases representing a total amount of €50.0 million and carried out at a unit subscription price equal to the reconstitution NAV per M.R.M. share as of 30 June 2022, namely €48.92. They were subscribed for €25.0 million by SCOR SE and €25.0 million by Altarea. The balance of the purchase price was financed by a new bank loan of €42.0 million. This financing structure enabled M.R.M. to maintain a net LTV ratio below 45%. Following the Acquisition Transaction, the respective stakes of SCOR SE and Altarea became 56.63% and 15.94%. The Company’s governance was modified to reflect the new shareholder base of M.R.M. This structuring transaction opens up new development prospects for M.R.M. with the deployment of its dynamic asset management policy based on an expanded portfolio.

1.1.3 Key dates of the past financial year 24 February 2022: M.R.M. publishes its 2021 annual results. 25 February 2022: M.R.M. announces the implementation of a reverse stock split of all outstanding M.R.M. shares, through the exchange of twenty existing shares with a par value of €1 each for one new share with a par value of €20. 28 April 2022: M.R.M. announces the publication and availability of its 2021 Universal Registration Document. 5 May 2022: M.R.M. publishes financial information for the first quarter of 2022. 9 June 2022: M.R.M.’s Combined General Meeting approves all of the proposed resolutions, including a cash pay-out to shareholders of €1.80 per share for the 2021 financial year. 28 July 2022: M.R.M. publishes its half-year results and its half-year financial report for 2022 and announces the signing of an agreement subject to conditions precedent for the acquisition of two shopping centres located in Flins-sur-Seine (Yvelines) and in Ollioules (Var) from Altarea, for a total amount of €90.4 million including transfer taxes. 10 November 2022: M.R.M. publishes financial information for the third quarter of 2022. 14 November 2022: M.R.M. announces the availability of a prospectus approved by the French Financial Markets Authority (AMF) under number 22-443 relating to a share capital increase with preferential subscription rights and the provision of an amendment to the 2021 Universal Registration Document. 16 November 2022: M.R.M. announces the results of the Combined General Meeting held that day and in particular the final completion of a share capital increase reserved for Altarea by way of a contribution in kind, the delegation of authority granted to the Board of directors for the purpose of carrying out a share capital increase with preferential subscription rights for shareholders, and the appointment of Altarea as a director. M.R.M. also announces the temporary suspension of the liquidity contract with Invest Securities, in the context of the share capital increase with preferential subscription rights for shareholders. 18 November 2022: M.R.M. announces the launch of a share capital increase with preferential subscription rights for an amount, including the issue premium, of €28.9 million, the subscription period of which ran 24–30 November 2022. 5 December 2022: M.R.M. announces the results of the share capital increase with preferential subscription rights for shareholders, which had been fully subscribed.

M.R.M. 2022 UNIVERSAL REGISTRATION DOCUMENT

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