Tikehau Capital Issues New Shares Following a Contribution in Kind of Shares of Its Subsidiary Tikehau Investment Management

Regulatory News:

Tikehau Capital (Paris:TKO) announced today the issuance and listing of 346,500 new shares following a contribution in kind composed of shares of its subsidiary Tikehau Investment Management.

Tikehau Capital issued 346,500 new shares which are fully fungible with existing shares and filed for the new shares to be listed on the regulated market of Euronext Paris. The new shares have been issued in consideration for contributions in kind composed of a total of 612 B preferred shares of Tikehau Investment Management.

The contributions in kind were made by 8 Tikehau Investment Management employees who received these shares as part of a free share plan and wished to benefit from improved liquidity with respect to their shares.

This transaction, which represents the next logical step following the group reorganisation that took place ahead of Tikehau Capital’s IPO in March 2017, enables Tikehau Capital to increase its interest in Tikehau Investment Management from 96.67% to 99.09%. Tikehau Capital has a plan to further increase its stake to 100% by the end of 2018 year by acquiring the remaining preferred shares.

The value of the contributed assets has been set at €7,623,000 (it being mentioned that contributors have waived their rights to fractional shares), which is consistent with the valuation used in connection with the group reorganisation that took place ahead of Tikehau Capital’s IPO. The issue price for the 346,500 shares has been set at €22 per share, which resulted in a capital increase of €4,158,000 in nominal value and an issue premium of €3,465,000.

Following these contributions, Tikehau Capital share capital stands at €1,237,754,976, composed of 103,146,248 ordinary shares with a nominal value of €12 each. Shares issued in consideration for the contributions represent 0.34% of post-issue capital.

These contributions were approved by the managing partner of Tikehau Capital pursuant to resolution no. 26¹ of the General Shareholders’ Meeting held on 21^st December 2016. Both the value of the contributions and the remuneration of the contributions were assessed by two independent appraisers (commissaires aux apports), Messrs. Hugues de Noray (Advolis) and Jean-Luc Flabeau (Fideliance), appointed by the Paris Tribunal of Commerce. The company is not aware of any conflicts of interests concerning the appraisers.

The appraisers adopted a multi-criteria approach. Regarding the value of the contributions, they conducted diligences to assess the valuation methods used for recent transactions on Tikehau Investment Management’s share capital and within the context of Tikehau Capital’s IPO, it being mentioned that these methods were detailed in reports prepared by independent experts in connection with these transactions. These methods were mainly based on discounted cash-flow methodology (DCF) and dividend discount models (DDM), as well as multiples of EBITDA and assets under management observed in a sample of comparable listed companies. Regarding the value ascribed to Tikehau Capital’s shares, the appraisers based their assessment on the €22 issue price that was used in connection with the capital increase that took place on 26 July 2017 and on the average stock price observed on recent periods. The appraisers considered that estimated returns and book value were unsuitable valuation criteria in this case.

The reports on the value of the contributions conclude that each of the contributed assets is "at least equal to the amount of the corresponding nominal share capital increase increased by the issue premium”. The report on the remuneration of the contributions concludes that "the exchange ratio […] agreed by the parties appears fair”. Copies of these reports are available on Tikehau Capital’s website: www.tikehaucapital.com/fr/shareholders/publications (only available in French).

The transaction is not subject to the prior authorisation of the Autorité des marchés financiers. This press release is published in accordance with the provisions of article 1, subsection 5, paragraph 1 of regulation (EU) n° 2017/1129 of the European Parliament and of the Council of 14th June 2017, and article 17, paragraph 1, of AMF Instruction regarding the information to be disclosed when financial securities are offered to the public or admitted to trading on a regulated market (AMF DOC-2016-04).

This press release does not constitute an offer to sell or subscribe to or a solicitation to invest in or subscribe to transferrable securities. This press release may only be distributed outside of France in compliance with applicable local laws and regulations.

About Tikehau Capital

Tikehau Capital is an asset management and investment Group which manages €12.6bn of assets, with shareholders’ equity of €2.3bn. The Group invests in various asset classes (private debt, real-estate, private equity and liquid strategies), including through its asset management subsidiary Tikehau IM, on behalf of institutional and private investors. Controlled by its managers, alongside leading institutional partners, Tikehau Capital employs 185 staff in its Paris, London, Brussels, Madrid, Milan, Seoul and Singapore offices.

Tikehau Capital is listed on Euronext Paris, compartment A (ISIN code: FR0013230612; Ticker: TKO.FP)

www.tikehaucapital.com

¹ In accordance with the provisions of articles L.225-129, L.225-129-2, L.225-147 and L.228-91 et seq. of the French Commercial Code, AGM resolution no. 26 authorises the managing partner to increase the company’s share capital, in one or multiple instances, through the issuance of new shares (excluding preference shares) and/or securities giving access to the share capital in remuneration for contributions in kind granted to the company and composed of shares or securities giving access to the share capital, if the provisions of article L.225-148 of the French Commercial Code are not applicable. The authorised capital increase nominal amount is capped at €150,000,000 it being mentioned that the maximum threshold for capital increases without pre-emptive subscription rights is set at €500,000,000 by AGM resolution no. 24.

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