Mandarine Group, a French société anonyme (limited-liability corporation) with capital of ¤37,383,320 and listed on Euronext Paris' Marché Libre (ticker MLDAR, ISIN code FR0010439513) has acquired Mandarine SA (Mandalux), registered on the Luxembourg trade register under number RCSL B 117-805, for ¤111,399,960.
Mandalux's capital consists of 4,000,000 shares on a fully diluted basis. Mandalux owns interests in the following companies:
- Mandarine Gestion (capital of MAD300,000)
- Mandarine Conception (capital of MAD2,000,000)
- Mandarine Développement (capital of MAD5,000,000)
- Mandarine Hôtels (capital of MAD300,000)
- Mandarine Bien Etre (capital of MAD300,000)
(N.B.: MAD = Moroccan dirham - ¤1 = MAD11)
- Mandarine Helvética (capital of CHF500,000)
(N.B.: ¤1 = CHF1.6)
All former shareholders of Mandarine SA (Mandalux) have decided to take advantage of the growth outlook in this business by taking part in a capital increase carried out by Mandarine Group S.A. (France). This transaction involved them converting their receivables into shares in Mandarine Group S.A., which is listed on the Marché Libre.
As a result, Mandarine Group SA's Board of Directors notes the completion of the ¤111,399,960 reserved share issue, which increased the capital by a nominal amount of ¤37,133,320 through the issue of 3,713,332 shares, in accordance with the powers granted to it by the 16 January 2007 shareholders' meeting.
A warrant was attached to each new share issued, resulting in the issue of a maximum 3,713,332 warrants (BSAB). Three warrants (BSA) give shareholders the right to subscribe a new share at a price of ¤30 for a period of 30 days, i.e. until 15 April 2007. Dutch company AEK (Amsterdam Effectenkantoor) has been appointed to reclassify warrants (BSAB) not exercised by their holders.
If all warrants (BSAB) are exercised, Mandarine Group SA will issue additional shares in the amount of ¤37,133,100, increasing its capital by a nominal amount of ¤12,377,770. Each warrant (BSA) not exercised by 15 April 2007 will be cancelled.
As a result, Mandarine Group SA's share capital will be as follows:
- Shares issued on 7 March 2007: 25,000
- Warrants (BAR) issued on 7 March 2007: 200,000
- 15 March 2007 capital increase: 3,713,332
- Capital increase resulting from the exercise of warrants (BSAB): 1,237,777
- Fully diluted share capital at 26 March 2007: 5,176,109
(N.B.: par value per share: ¤10; last quoted share price on 26 March: ¤41.6)
Management and control bodies
(i) Board of Directors
- Jean-Marie Santander, Chairman (56 years old). Mr Santander is an engineering graduate of the Conservatoire National des Arts et Métiers and holds two postgraduate diplomas in finance and management. He is the joint founder and Chairman/CEO of Theolia. Mr Santander wishes to pass onto Mandarine Group the methods and strategy that underlie Theolia's success.
- Omar Essakalli, Director (54 years old) Mr Essakalli is an architect and has a doctorate in town planning. He has been Mr Santander's business partner for a number of years, and has all the experience needed to manage the Group.
- Philippe Perret, Director (42 years old). Mr Perret is a graduate of the European School of Management in Paris. After many years working for French banks (Société Générale, Banque Worms, CIC Lyonnaise de Banque), Mr Perret became the Director of Financial operations at the Theolia group. His brief will be to pass on his expertise, which has made the Theolia group such a success, to Mandarine Group's management.
- In the next shareholders' meeting, management will put the appointment of Bassim Jai Hokimi (Morocco) and Henri Calef (France) to a shareholders' vote.
- Bassim Jai Hokimi, (46 years old) is a graduate of Ecole Polytechnique Paris, Telecom Paris and Stanford University. Previous positions include director of IT systems at Royal Air Maroc, CEO of investment bank Médiafinance in Morocco and Chairman of SNI-ONA. He is currently Chairman of private equity firm Atlamed, a director at SNI and ONA and board member at Bank-Al-Maghrib.
- Henri Calef, (42 years old) is a graduate of ESC Grenoble, holds an MBA from HEC Paris and has a high level of legal qualifications. Mr Calef specialises in corporate finance and is a former partner of PriceWaterhouseCoopers. He has led many M&A transactions.
(ii) Executive Management
- Omar Essakalli is the Group's CEO. He manages the operations of Mandarine Group SA and those of the Moroccan companies where he is CEO or manager.
- He will be assisted by François Perrin (35 years old) in all Group operations. François Perrin will also be CEO of Mandarine Helvetica and will manage the various Swiss operations. Mr Perrin has a doctorate in management, and is a former company valuation advisor and lecturer in finance. He will contribute his financial expertise to ensure that Mandarine Group is efficiently structured.
Omar Essakalli will also be assisted
in Morocco by:
- Ghita Essakalli (26 years old). Ghita Essakalli holds a Bachelor of Commerce degree from the prestigious McGill University in Montreal, and will be the group's Corporate Secretary.
- Jalal Ababou (31 years old). Mr Ababou is a qualified civil engineer, and after gaining solid experience in managing and completing real estate projects, he has joined Mandarine Group to support its growth as Director of Development.
in France by:
Céline Berry (40 years old). Ms Berry was formerly head of the John Taylor real estate agency in Monaco, and will soon join Mandarine Group to assist with its international development. Her experience and expertise will play an important role in the Group's success.
Overall, Mandarine Group currently employs 40 staff. Two new members of staff are due to join the Group in the near future.
Primary statutory auditor: Jean Jouve, registered with the Aix en Provence court of appeal and resident at 72 rue Saint-Jacques, 13006 Marseille,
Alternate statutory auditor: Manuel Ibanez, registered with the Aix en Provence court of appeal and resident at 31 rue Saint-Sébastien, 13006 Marseille.
Mandarine Group's Strategy
Mandarine Group will develop its activities in building, marketing and managing real estate developments in Morocco and Switzerland, both on its own account and for third parties. The Group will also operate in hotel management and the development and management of wellness and fitness centres.
Mandarine Group is already developing four projects in Morocco, building 1,664 apartments and villas, an 18-hole golf course, three luxury hotels with a total of 260 rooms, a wellness and fitness centre, 3,000 m² of offices and 1,400 m² of shops, at a cost of more than MAD4bn (¤363m) over four years.
In Switzerland, Mandarine Group is currently acquiring a large portfolio of residential apartments, a number of commercial buildings and developments at the construction or planning stages.
Mandarine Group has set up the MandImmo Fund, a real estate fund intended as a vehicle for its Swiss properties. This fund should soon receive authorisation from the Swiss authorities.
MandImmo Fund is a Swiss-registered property investment fund in the "property investment funds intended for qualified investors" category, according to article 6 of Switzerland's Collective Investment Schemes Ordinance (OPCC) of 22 November 2006. The fund will be managed by Swiss real estate specialist ImmoFund.
In order to support development still further, Mandarine Group is looking at acquiring existing entities in France and Spain. It is considering moving into more countries within the 27-member European Union.
Jean-Marie Santander, Mandarine Group Chairman, made the following comments: "Mandarine Group will operate in the fast-growing real estate and hotels sector, with the focus on tourist properties in Morocco. The Group should achieve rapid growth in this stable, rapidly expanding economy. The strategy and value creation methods I have implemented as Chairman and founder of the Theolia group will be replicated at Mandarine Group, and should be just as successful. We have created a new group, with a highly experienced workforce, which will grow very rapidly and use its advantages to ensure stable long-term returns for shareholders."
The Moroccan business
The Group is currently involved in four developments in Morocco:
- Ksour Jenna: On a plot of more than 200 hectares in the Marrakech region, the Group is building a golf course, 40 apartments (500m² each) and 80 luxury villas with floorspace of between 500m² and 1,000m² each. Work started more than one year ago. The Group plans to retain ownership of the apartments and villas, making them part of its hotel management operations. Mandarine Group is planning to build and manage three hotels with a total of 260 rooms, along with a wellness and fitness centre, creating a new, exclusively Moroccan, hotel chain.
- Zahrat Annakhil: Mandarine Group is building 66 villas with floorspace of 200-240m² each near Marrakech, on the road to Fès. These properties will be sold as part of the Group's property development operations.
- Tamansourt: In a new town close to Marrakech, the Group is building 414 social housing units and 684 village houses. These properties will be sold as part of the Group's property development operations. The Group will also build more than 4,000m² of shared facilities.
- Tamesna: In a new town close to Rabat, the Group is building 88 social housing units and 292 apartments. It also plans to build 3,000m² of offices and 1,400m² of shops. These properties will be sold as part of the Group's property development operations.
Omar Essakalli, Mandarine Group CEO, made the following comments: "Our tourism and real estate activities in Morocco form part of the country's rapid economic and social development. This growth phase is only just beginning, and offers undisputed development opportunities for Mandarine Group. We are already carrying out four major developments, and others should begin in the near future."
The Group's Moroccan activities will range from social housing to luxury villas.
Mandarine Group is planning to seek a listing for its shares on the Casablanca stock exchange, giving it a dual listing in Paris and Casablanca. The Group is in talks with Société Générale Marocaine des Banques (SGMB) for this purpose.
In the next few weeks, Mandarine Group plans to request that its shares be listed on Alternext by Euronext Paris. Atout Capital has been appointed as the listing sponsor.
Mandarine Group operates in the fast-growing real estate sector in Morocco and Europe. Mandarine Group intends to operate its own hotels and wellness/fitness centres. The Group's management has expertise in all stages of the real estate development process, including planning and design, turnkey construction, off-plan sales and construction, marketing and hotel operations.
Mandarine Group is listed on Euronext Paris' Marché Libre. Mandarine Group wishes to give its shareholders exposure to the fast-growing market for real estate and the construction of luxury tourist properties in Morocco, and to a stable European business with a more bond-like investment profile.
For more information, contact:
Chief Executive Officer
Tel: + 212 6113 82 10
Société anonyme (limited-liability corporation) governed by a Board of Directors with capital of ¤37,383,320
Head office: 10 rue Lord Byron 75008 Paris
RCS Paris 722 780 277
Mandarine Group is listed on Euronext Paris' Marché Libre.
ISIN code: FR0010439513
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