Good day, and welcome to the Clariane conference call. Please note this conference is being recorded, and for the duration of the call, your lines will be on listen only. However, you will have the opportunity to ask questions at the end of the call. This can be done by pressing star one on your telephone keypad to register your question. Today, our speakers are Sophie Boissard, CEO, and Philippe Garin, CFO. Now I'll hand you over to Sophie Boissard to begin today's conference. Please go ahead. Thank you very much. Ladies and gentlemen, thank you for joining Clariane call today. I'm Sophie Boissard, CEO of Clariane, and together with Philippe Garin, Chief Financial Officer of the company, I'm going to present the four-part plan we are going to launch to strengthen the company's balance sheet and to overcome a sharply deteriorated access to financing. As you know, Clariane started 2023 with a significant refinancing agenda, representing EUR 1.7 billion debt maturity to be reimbursed or renewed in 2023 and 2024. This in a challenging market environment overall. We have been executing according to plan until Q3, where our access to credit has been deteriorating rapidly with a complete freeze after our Q3 publication and the upgrading of our 2023 leverage guidance from 3.5x- 3.8x. This is why, and I would like to go on slide number three. We have been deciding yesterday with our Board of Director on a comprehensive EUR 1.5 billion action plan to restore short-term access to financing for the company and to strengthen company's balance sheet. This plan encompass both short-term equity and debt financing. That's for the short term, the very short term and mid and long term, a significant asset disposals program and a capital increase of EUR 300 million to be executed in 2024, which will be underwritten at least for EUR 200 million by Crédit Agricole Assurances, which is our first shareholder. This comprehensive action plan aim to place Clariane back on track to deliver on its value creation path, thanks to our first-class platform at pan-European level. Let us go now through the various dimensions of the plan, starting first, slide number four, on a refresh on where we stand from an operational point of view. I hand over to Philippe on this. Yes, good morning to all you. As a reminder, on slide four, the revenue figures for the third quarter of 2023, published on the 24th of October 2023, confirmed the resilience of the group operating business across its various geographies, marked in particular by solid growth in group revenue over the first nine months of 2023, +9% on organic basis. A continued rise in the occupancy rate of nursing home to 88.9 early October and over 89% as of today. If we move to slide five, on the right side of this slide, you have a detail of maturities of the group, more than EUR 650 million from now to June 2024. On the other side, on the left one, we have a focus on the increase of our spread over the week of Q3 results. Indeed, on slide six, following Q3 publication, share price fell by almost 40% in two days due to the downgrade of the leverage target from 3.5- 3.8, suspending the finalization of the two real estate partnership projects under negotiation and forecasted to be completed by the end of 2023. In this context, the group decided to draw on 3 November its Revolving Credit Facility line for a total amount of EUR 500 million. Since then, access to real estate and corporate financing has been significantly reduced, putting under strong pressure the refinancing of the various short-term maturities occurring between November 2023 and June 2024. This is why, and we come now to slide number seven. The board of directors of Clariane has been deciding on a global and comprehensive plan to strengthen the group's financial structure. This action plan encompass four key initiatives, aiming to strengthen current liquidity on the short term and to strengthen its financial structure, mid and long term, enabling the company to successfully pursue its mission in the new economic environment, which mission is take care of each person's humanity in times of vulnerability, and this is exactly what we are doing in all our geographies and through all our business lines. So what is the first part of the plan? First part of the plan is to secure the two real estate partnerships, which were at risk, as Philippe just explained, because of the strong share drop end of October. So what's going to happen on this first pillar? Actually, one of the two partnerships, the one on French assets, will be executed by Crédit Agricole Assurances at the conditions we had been negotiating with our partners, before. And the second one is going to be closed by the end of the year. And again, we have here the guarantee that deal will be closed, anyway, at the closing condition. This represents an equity injection of EUR 230 million by the end of the year. Second dimension is, the securing of the credit line, real estate credit line of EUR 200 million that will support our maturities, our refinancing terms in 2024. The third pillar is actually a very significant and comprehensive asset disposal program from 2024 onwards. I will come back on that program later, but it aims to significantly contribute to the deleveraging of the company and the strengthening of its balance sheet. Last but not least, subject, of course, to the General Assembly of shareholders, we aim to launch a capital increase of EUR 300 million to be executed in the first half 2024, with, of course, the possibility for all shareholders to contribute to that capital raise and an underwriting given up to EUR 200 million by our first shareholder, Crédit Agricole Assurances. So these are the four pillars of the plan, and they definitely go together, all the four of them, and they aim to restore both the short-term credit access for the company and to strengthen mid- and long-term, the balance sheet of the company. Let's go through the various pillars of the plan. I hand over to Philippe for the first one. On slide eight now, you have the two first pillars. Part one is the initiation of exclusive negotiation with Crédit Agricole Assurances to close by the end of 2023, a real estate partnership for a consideration of EUR 140 million, involving the premises of 19 health and medical social facility in France. In parallel, we will continue negotiation on the second real estate partnership of GBP 90 million, pound, sorry, involving U.K. assets, for which Crédit Agricole Assurances has undertaken to secure execution, if necessary. These two partnerships are planned to be completed by the end of 2023. This operation will be coupled to a securing of EUR 200 million in real estate debt line with Crédit Agricole Group. So that is, the, that is like the two first pillars in order to secure short-term credit access and to meet our short-term maturities, especially the short-term maturities that are coming, at mid-December. Slide number nine, let's go to the third pillar, which is actually what we are starting to strengthen and to clean, the balance sheet of the company. Currently, Clariane is operating in seven countries across Europe. We have large platform in the core geographies in France, Germany, Italy, with diversified portfolio encompassing the the three business division of the company, the long-term care, the core and historic activity, the health care, and chronic patient care, which is the second component of our business model, and the community care, home care, and residential solutions, which we have in most of our geographies. Definitely, in this new market environment, with the higher cost of money, less access to corporate debt, and still a pretty capital-intensive business model, because we need to have quality infrastructure in order to deliver quality care. We have decided to refocus the company on a selected number of geographies, and we will dispose geographic platforms, smaller ones, or selected parts of business in order to have a streamlined balance sheet and also a streamlined portfolio of activity for the forthcoming years. Definitely, we have already received expression of interest, some of them targeting Belgium and Netherlands, as an example. We are going to review all marks of interest and to do definitely the work in order to come to that EUR 1 billion growth disposal proceeds by 2024, 2025, probably early 2025 for the remaining part. This program encompasses both operating activities and real estate portfolios, plus to some extent, minority stakes or partnerships. So definitely, it will bring a strong contribution to the deleveraging of the company looking forward. Last but not least, I come to the fourth pillars on slide number 10. We are going to propose to the shareholder meeting, rights issues for EUR 300 million with preferential subscription rights, so definitely open for all, all shareholders, with a commitment to underwrite coming up to EUR 200 million by Crédit Agricole Assurances, and for the remaining EUR 100 million by other banks, and a contemplated timing, first semester of 2024. Therefore, exceptional general meeting of shareholders is going to be convened in Q1 2024 to vote this new financial authorization. One key element is that the Crédit Agricole Assurances guarantee to underwrite up to EUR 200 million of this rights issue, is subject to preconditions such as AMF clearance, of course, antitrust condition, and the waiver of OCÉANE bondholders. This EUR 300 million rights issue is the fourth contribution to strengthen Clariane equity capital and to reinforce, in a sustainable way, our financial structure to meet our commitment in terms of quality, development, and value creation. Let's go now to slide number 11. Let me highlight that we are really, with this plan, actually doing what is required to meet the gap that blocks the access to the credit market. That's the first part. That the operational activity is strong, solid, and resilient despite the global market environment, and this is why we've been reiterating our guidance from an operational point of view in Q3, which is delivering an organic revenue growth above 8%, and we are currently traveling at 9%, ensuring a stable in an amount, EBITDA. And with the revision we posted three work weeks ago, having, lending with a leverage of around 3.8x, subject to real estate monetization transactions, that as you have seen, those transactions are now secured and certain. Slide number 12. Clariane definitely has a very strong and qualitative platform for value creation. It comes both from the very strong and recognized activity portfolio, long-term care on one hand side, where we are currently number one at pan-European level. Healthcare scale platform, post-acute mental health, and selected primary care, especially in Italy, where we have strong number two and three physician, and the community care, where we've been actually very active in developing innovative concepts in rural areas with AEV, in urban cities, with Petits-fils, where we are, in those two concepts, number one in France. So the platform is a very qualitative and strong one, and it relies on a very, strong strategic project based on our mission, take care of each person, humanity in times of vulnerability, and combining a very strong approach in terms of values, in terms of dedication and commitments to local communities, and in terms of leveraging the expertise, the unique expertise that are embedded at Clariane. With the plan that we just decided on to strengthen our balance sheet, we have, we have everything in our hand to successfully deliver on the value creation for investors and shareholders on one hand side, and for all stakeholders on the other hand side. As a conclusion, slide number 13. The implementation of the today announced action plan will enable to improve the group financial situation, short term and midterm, and will enable Clariane to face the key dates of 2026, which are the next large maturity dates for debt with confidence. With this plan, we are able to cover 2024 liquidity requirements. With this plan, we are able to comply with our financial covenants. With this plan, we are able to bring the operating leverage target significantly below 3x by the end of 2023-2025.... being able then to successfully face the next maturity date in 2026 and 2027. We are operating on a market that is a very strong market, looking forward, supported by long-term trends. We are operating on a market that address local health scanning, care for those most vulnerable, and support for the elderly and dependent people. These are definitely major long-term challenges throughout Europe, and we, as Clariane, are ideally positioned to address this promising segment, and we, as Clariane, have the critical mass and level of expertise required. With a healthy balance sheet, Clariane will be able to execute its value creation plan with confidence. Thank you very much for listening, and we are now open and ready to answer your questions. Thank you. I will now hand over to the speakers for the questions. Please go ahead. Good morning. We have a first question on the real estate partnership. Can you clarify the gross value of the portfolio and the book assets? Also, a question around the coupon level, and does this 10.5 coupon mean that this is the capitalization rate of your assets? Okay. Let's start with— As you know, we have two vehicles. The first one is the French one, the big one. We have EUR 268 million of gross asset value, almost no debt. So the net value is equal to gross value. And we have a 10.5 fixed rate remuneration, which is closer to a perpetual debt. No gain on market condition. No loss too. The second one is one in the U.K. We are working on it, so I'm not going to give the detail. But it's a vehicle with a gross asset value of GBP 200 million and with a low level of debt. Thank you, Philippe. The next question is about the portfolio disposals. Could you please give us the split of the asset sales between the operating assets and the real estate assets, and within the disposal plan for next year? We will decide on the plan in a few weeks with the board of directors, so I'm not going to disclose the details of the plan yet. But already, sorry, but I can just say that it will be a mix of Opcos and Propcos to be disposed, plus some minority stake. And I think one can assume that it could be a kind of balance split between Opco and Propco values. As I said, it will have, as a result, a cut in the number of countries we are in, with the disposal of smaller geographies, where we do not have the critical size, in order to refocus in the large one, where we have strong synergies and growth potential with the existing networks. There's maybe a follow-up question to, to this theme around on what could be the impact of the EUR 1 billion of asset sales on the EBITDA and the EBITDA? Philippe. It's certainly clearly too soon. It will depend on the share of the real estate side we can enter in partnership to. And for sure, we're not going to do a too dilutive move or, but in average, it's clearly too soon to give detail on this topic. Probably since we have a pretty balanced portfolio, we do not expect to see dilutive impact on our EBITDA margin. That's, that's for sure not. Thank you. There are a few questions around the intentions of the group in relation to the hybrid bond that we issued that's outstanding in GBP. Yes. Regarding the hybrid bond, the call period is between March and June next year. We are working on it, as you know, and we will assess the best option at the time. Thank you. We have a question around how confident we are on the IMS and the AMS clearance that's required for the capital raise. Definitely, this part has to be performed by Crédit Agricole Assurances on the... So, I cannot tell how what is going to happen here. I know that Crédit Agricole Assurances intend to start the procedures as soon as possible after the launch, the announcement of the shareholder meeting after decision from the Board of Directors. That's what I can say. ... The next question we have is around the loan-to-value ratio within the new partnership. I don't know if you'd like to comment? Yeah, sure. For different reasons, the two, the partnership to come has been set up with a very small level of debt linked to interest rate. And we have near zero in France, so the partnership with Lia on the gross asset value equal to net asset value. Very, very, very low level of debt, and same thing in U.K. We are more on at 15% of LTV in U.K. That's it. Just check if there's any more questions on the chat. It appears there are no further questions at this time. Mr. Speakers, please go ahead. Thank you. We've reviewed the remaining questions. There's one question that doesn't seem to we haven't got to yet. How do you think about the EUR 300 million rights issue? Why EUR 300 million in particular? As I said, the key objective of this action plan is to bring our global leverage down, well below 3x. So we are looking actually around 150-200 basis points of deleveraging looking forward. Most of this will come through the disposal plan, that's for sure, and the EUR 300 million capital raise will bring a contribution to that deleveraging process. The aim is very clear. We need to have a healthy balance sheet in order to support on a sustainable way the business model of our activity. We are a kind of in social infrastructure type of company. We need to be able to invest on a regular basis to maintain and to develop our networks, and this is why we, we need those global equity injection, thanks to the disposal program and thanks to the capital increase of EUR 300 million to be on that healthy to reach that healthy region in terms of balance sheet structure. If there are no more questions, we will end the call. And of course, Sarah Mingham and Stéphane Bisseuil remain available for any kind of questions and further inquiries. Thank you very much for your attention. Have a good day. Ladies and gentlemen, this concludes today's call. Thank you for your participation. You may now disconnect.