CONDITIONAL VOLUNTARY PUBLIC TAKE-OVER COUNTER-OFFER IN CASH ON IMMO-CROISSANCE BY LEASINVEST REAL ESTATE SCA

 

In accordance with article 6(1) of the Luxembourg Law of 19 May 2006 on public take-over bids, Leasinvest Real Estate SCA (Leasinvest) announces the launch in the Grand Duchy of Luxembourg (Luxembourg) and in Belgium of a conditional voluntary public take-over counter-offer in cash (the Counter-Offer) on all distribution shares and capitalisation shares (the Shares) which Leasinvest does not yet own, issued by the Luxembourg investment company Immo-Croissance (Immo-Croissance).

 

The prices offered per share amount to:

 

                     EUR 296.59 per distribution share (coupon Nr. 20 and following attached); and

 

                     EUR 834.54 per capitalisation share.

 

The prices offered by Leasinvest correspond to a premium of 5% per Share compared to the conditional voluntary public take-over offer launched by Cofinimmo SA announced on 21 May 2007 and modified on 21 June 2007. On the basis of the prices offered, the acquisition of the Shares of Immo-Croissance represents an investment of approximately EUR 130.7 million (assuming an acquisition of 100% of all the shares of Immo-Croissance) based on 46,084 capitalisation shares and 310,853 distribution shares.

 

The Counter-Offer is subject to the condition that Leasinvest will have received Counter-Offer acceptances covering, at the close of the Counter-Offer, more than 50% of all the Shares of Immo-Croissance (including the 2.9% Shares currently owned by Leasinvest). In addition, the Counter-Offer is, until the close of the Counter-Offer, subject to:

 

there being no decision or order by or before any judicial, administrative or arbitral authority which shall seek to restrain, prohibit, invalidate or make the realisation of the Counter-Offer more cumbersome for Leasinvest;

 

no exceptional event or exceptional circumstance occurring which is independent from and beyond the control of Leasinvest and which has, or would be likely to have, a material adverse effect, that, considered individually or in conjunction with other elements, is or would be expected, according to an independent expert, to cause a significant decrease of (i) the value of the portfolio of assets or (ii) the net inventory value of Immo-Croissance; the implementation of this condition being always subject to the prior approval of the CSSF (Commission de Surveillance du Secteur Financier);

 

the board of directors (or the shareholders' meeting) of Immo-Croissance not proceeding or not deciding to proceed to an increase of the capital or of the number of shares of Immo-Croissance.

These conditions are to the sole benefit of Leasinvest which has the right to waive, in whole or in part, all or some of them. Leasinvest's decision hereon will be announced in a press release.

The Counter-Offer will be reopened in case Leasinvest acquires at the close of the Counter-Offer, at least 33 1/3% of the total voting rights attached to the Shares of Immo-Croissance under the same conditions.

If at the close of the Counter-Offer or its possible reopening, Leasinvest holds Shares representing at least 95% of the capital giving right to voting rights and 95% of the voting rights at the shareholders' meeting of Immo-Croissance, a squeeze-out of the remaining Shares of Immo-Croissance shall be carried out in compliance with Article 15 of the Luxembourg Law of 19 May 2006 on public take-over bids.

If at the close of the Counter-Offer or its possible reopening, Leasinvest holds Shares (on its own or with persons acting in concert with it) entitling it to more than 90% of the voting rights at the shareholders' meeting of Immo-Croissance, the holders of shares that have not been brought into the Counter-Offer may require from Leasinvest the purchase of their remaining shares in compliance with Article 16 of the Luxembourg Law of 19 May 2006 on public take-over bids.

 

 

Immo-Croissance, a Luxembourg investment company with variable capital (Société d'investissement à capital variable - SICAV) having its registered office at 69 Route d'Esch,
L-1470 Luxembourg, registered with the Luxembourg Trade and Companies Register under the number B 28872), is listed on the Luxembourg Stock Exchange and on Eurolist by Euronext Brussels. As at 31 December 2006, Immo-Croissance held a real estate portfolio valued at EUR 160.5 million in fair value, comprising office buildings mainly located in Luxembourg (84% of the total value) and incidentally in Belgium and Germany. The net asset value of Immo-Croissance as at 31 December 2006 amounted to EUR 110.3 million (before the dividend distributed in May 2007).

 

 

Thanks to this acquisition and the acquisition in mid-2006 of Leasinvest Immo Lux (ex-Dexia Immo Lux) Leasinvest would be the only Belgian SICAFI which will have invested in such an important way in Luxembourg.

As of today and since the acquisition of Leasinvest Immo Lux in mid-2006, Luxembourg represents 31% of the consolidated real estate portfolio of Leasinvest. With the acquisition of Immo-Croissance, the real estate portfolio of Leasinvest in Luxembourg would consist of 21 buildings with a total surface of 81,457 sqm, representing approximately 50% of the consolidated real estate portfolio of Leasinvest, which would improve the position of both Leasinvest Immo Lux and Immo-Croissance in the real estate market of Luxembourg.

The combination in Luxembourg of the experience, market knowledge and personnel of Immo-Croissance on the one hand and Leasinvest Immo Lux on the other will make it possible to constitute an obvious strategic economical project in Luxembourg which can lead to synergies. This is why Leasinvest possibly contemplates to merge Immo-Croissance and Leasinvest Immo Lux to create one of the largest real estate funds in Luxembourg.

 

 

Additional details on the launch of the Counter-Offer, including the start and the duration of the acceptation period of the Counter-Offer, will be announced by a press release in the Belgian and Luxembourg press.

A public offer document will in the short term be submitted to the CSSF in Luxembourg for approval. It will also have to be submitted for recognition to the Banking, Finance and Insurance Commission (Commission Bancaire, Financière et des Assurances - CBFA) in Belgium.

 

 

 

Leasinvest is a listed Belgian real estate fund (SICAFI) which invests in quality and well-situated buildings: offices, logistics and retail in Belgium and in Luxembourg. The fair value of the real estate portfolio of Leasinvest on 31 March 2007 amounted to EUR 457 million. As of today, the portfolio in Belgium and in Luxembourg represents a surface of 272,303 sqm, in 26 locations and spread across 52 buildings. Leasinvest is listed on Euronext in the NextPrime segment. Leasinvest has a market capitalisation of EUR 301.8 million (on 25 June 2007).

 

 

Leasinvest Real Estate

T: +32 3 238 98 77

E: jeanlouis.appelmans@leasinvest-realestate.com