Leasinvest Real Estate SCA:
- Regulated press release
Notice of a public offering for the subscription to a maximum of 926,038 new shares within the framework op a capital increase in cash with preferential subscription rights for an amount of maximum 60,655,489 EUR.
The manager of Leasinvest Real Estate has decided at present to increase the capital of Leasinvest Real Estate, subject to a number of conditions, for an amount of maximum 60,655,489 EUR by means of a public offering of a maximum of 926,038 new shares. This capital increase takes place within the framework of the authorized capital, in conformity with art 603 of the Company Code and article 7 of the articles of association, via a contribution in cash and in respect of the preferential subscription rights of the existing shareholders.
The key elements of this capital increase are:
- Maximum amount: 60,655,489 EUR, including a potential share premium.
- Issue price of 65.5 EUR per new share; the issue price represents a discount of 11.56% (taking into account the pro rata dividend) compared to the closing price on 3 June 2013.
- Existing shareholders can acquire new shares by exercising the preferential subscription rights linked to their existing shares. The holders of preferential subscription rights can subscribe to new shares in accordance with a ratio of 3 new shares for 13 preferential subscription rights.
- Subscribing to new shares by exercising the preferential subscription rights is possible during the entire subscription period that runs from 5 June 2013 till 19 June 2013 included.
- The preferential subscription rights that have not been exercised at the end of the subscription period, are converted into scrips that will be offered for sale on 20 June 2013 to Belgian and institutional investors via an accelerated private book-building.
- The eventual net proceeds of the sale of these scrips will be made available to the holders of unexercised preferential subscription rights in accordance with the conditions recorded in the prospectus.
- The payment of the new shares as a consequence of exercising the preferential subscription rights or scrips and the delivery of the new shares, will in principle take place on 25 June 2013.
- The new shares will in principle be tradable on NYSE Euronext Brussels as of 25 June 2013.
- BNP Paribas Fortis will act as "Sole Global Coordinator and Sole Bookrunner"; ING Belgium and Belfius bank will be involved as "Co-Lead Managers".
Within the framework of this capital increase, the following notice will be published in De Tijd and l'Echo tomorrow, 4 June 2013:
| Subscription period with preferential subscription rights | From 5 June 2013 till 19 June 2013 included on NYSE Euronext Brussels. | |
| Issue price | 65.5 EUR per share, which represents, taking into account the pro rata dividend, a discount of 8.56 EUR compared to the closing price of 76.20 EUR on 3 June 2013. | |
| Ratio | 3 new shares Leasinvest Real Estate for 13 preferential subscription rights. | |
| Preferential subscription rights | The preferential subscription rights, represented by coupon nr 15 are detached from the existing shares on 4 June 2013 after closing of the stock exchange. | |
| Pro rata dividend | The new shares will be issued without coupon nr 14 that entitles to a dividend for the past financial year, closed on 31 December 2012 and without coupon nr 15 representing the preferential subscription rights. However, the new shares are entitled to the result of the current financial year pro rata temporis, as of the issue date of the new shares, i.e. in principle on 25 June 2013. Tot this effect coupon nr 16 will in principle be detached from the existing shares on 4 June 2013 (after closing of the stock exchange). This coupon represents the entitlement to receive a part of the dividends that would be allocated for the financial year 2013, calculated pro rata temporis for the period between 1 January 2013 and the issue date of the new shares, i.e. in principle 25 June 2013. The payment of the dividends that would be allocated for the financial year 2013 takes place, in principle, on 26 May 2014. On the assumption that all other elements remain unchanged, Leasinvest Real Estate aims at distributing a gross dividend of 4.45 EUR for the financial year 2013. On this basis the statutory manager of Leasinvest Real Estate estimates the pro rata gross dividend at 2.140 EUR. This estimate is subject to a decision by the ordinary general meeting on the dividend that will be distributed with regard to the 2013 financial year. | |
| Intention of the important shareholders | Ackermans & van Haaren SA and Extensa Participations II Sàrl (that is part of the group Ackermans & van Haaren SA) who jointly hold 30.01%[1] of the existing shares, have agreed, subject to a number of conditions detailed in the prospectus, to exercise all their preferential subscription rights and consequently subscribe to new shares for an amount of 18,200,354 EUR. AXA Belgium SA that holds 29.0%[2]of the existing shares, has agreed, subject to a number of conditions detailed in the prospectus, to exercise a number of its preferential subscription rights which allows her to subscribe to new shares for an amount of minimum 14,500,000 EUR. | |
| Reasons for the offer and allocation of the proceeds | The estimated proceeds of the capital increase will in the short and medium term be allocated to the financing of important additional investments. The estimated proceeds of the capital increase, in combination with the amount available on the exiting credit lines, will allow Leasinvest Real Estate to finance and realise important additional investments. Moreover, it allows Leasinvest Real Estate to reinforce its balance sheet structure that leads to an improved flexibility for responding to future interesting investment opportunities and to sustain its further growth. The proceeds of the capital increase will not be allocated to the structural reimbursement of bank financing. | |
| Underwriting | BNP Paribas Fortis, ING Belgium and Belfius Bank will agree, subject to a number of conditions, to a soft underwriting for a maximum amount of 27,955,135 EUR. The main conditions of this soft underwriting are detailed in the prospectus. | |
| Admittance to trading of the preferential subscription rights | During the entire subscription period the preferential subscription rights will be listed on NYSE Euronext Brussels with ISIN code BE0970128311. | |
| Sale of unexercised preferential subscription rights (scrips) | The unexercised preferential subscription rights will be represented by scrips that will in principle be offered for sale on 20 June 2013 to Belgian and institutional investors via an accelerated private book-building. The potential net proceeds of this sale will be made available to the holders of unexercised preferential subscription rights in conformity with the conditions recorded in the prospectus. | |
| Publication of the results | The result of the subscription with preferential subscription rights, the subscriptions following the execution of the scrips, as well as the amount potentially due to the holders of unexercised preferential subscription rights will be published via an official notice in De Tijd and in l'Echo on or around 21 June 2013. | |
| Payment and delivery of the new shares | In principle on 25 June 2013. | |
| Listing of the new shares | The new shares will in principle be tradable on NYSE Euronext Brussels as of 25 June 2013. | |
| Prospectus | The transaction note, the registration document and the summary jointly form the prospectus for the public offering for the subscription to the new shares. The transaction note is available in Dutch and in French. The registration document and the summary are available in Dutch, in French and in English. The prospectus will be made available, for free, to the investors as of 4 June 2013 (after closing of the stock exchange) at the registered office of Leasinvest Real Estate (Bld. de la Woluwe 2, 1150 Woluwe-Saint-Pierre) as well as at the registered office of the statutory manager of Leasinvest Real Estate (Schermersstraat 42, 2000 Antwerp). The prospectus will also be made freely available to investors at BNP Paribas Fortis, upon calling +32 (0)2 433 40 31 (NL), or +32 (0)2 433 40 32 (FR), or +32 (0)2 433 40 34 (ENG), at ING Belgium, upon calling +32 (0)2 464 60 01 (NL), or +32 (0)2 464 60 02 (FR) or +32 (0)2 464 60 04 (ENG) and at Belfius Bank, upon calling +32 (0)2 222 12 02 (NL) or +32 (0)2 222 12 01 (FR). The Prospectus can also be consulted as of 4 June 2013 (after closing of the stock exchange) on the websites of BNP Paribas Fortis (www.bnpparibasfortis.be/sparenenbeleggen; www.bnpparibasfortis.be/epargneretplacer), ING Belgium (www.ing.be/aandelentransacties (NL), www.ing.be/transactionsdactions (FR), www.ing.be/equitytransactions (ENG) and Belfius Bank (www.belfius.be) and on the website of Leasinvest Real Estate (www.leasinvest.be). | |
| Subscription | At BNP Paribas Fortis, ING Belgium and Belfius Bank or any other financial intermediary. The subscriber has to inform himself with the latter on potential costs he could incur. | |
| Costs | To the investors, no costs within the framework of the capital increase will be charged, nor by Leasinvest Real Estate nor by BNP Paribas Fortis, ING Belgium and Belfius Bank. Leasinvest Real Estate will bear the costs. |
An investment in shares holds important risks. Investors are invited to take note of the risk factors described in chapter 1 'Risk factors' of the transaction note. Any decision to invest in new shares, preferential subscription rights or the scrips within the framework of the offer should be based on all the information recorded in the prospectus. Investors need to read the prospectus attentively before deciding to invest in Leasinvest Real Estate shares.
This notice is in no way an offer to sell securities, nor a solicitation to make an offer to acquire securities of Leasinvest Real Estate under Belgian law or the law of any other jurisdiction. Investors may not subscribe to any of the securities referred to in this notice based on the information recorded in it. A prospectus with detailed information on Leasinvest Real Estate will, after its approval by the FSMA, be available for free on the website of Leasinvest Real Estate and on the website of NYSE Euronext Brussels.
No sale of securities will take place in any jurisdiction where such an offer, solicitation or sale would be illegal without prior registration or approval under the financial legislation of such jurisdiction. This notice is not an offer to sell securities in the United States of America, Switzerland, Canada, Australia or Japan, nor is this notice a public offering of securities in France in the sense of article L.411.1 of the French Monetary and financial code (Code monétaire et financier) and the general rules of the "autorité des marchés financiers". The securities are not and will not be registered under the US Securities Act of 1933, as modified, and may not be offered or sold in the United States of America except in case of a registration or an applicable exemption of registration under that Act. No communication of information on the capital increase of Leasinvest Real Estate may be distributed among the public in jurisdictions other than Belgium where prior registration or approval is required to that end. No steps have been taken or will be taken with regard to the offering of preferential subscription rights, scrips or shares outside of Belgium in any jurisdiction where such steps should be required. The issue, the exercise or sale of preferential subscription rights, scrips and subscription to or acquisition of shares, preferential subscription rights or scrips are subject to special legal and regulatory restrictions in certain jurisdictions. Leasinvest Real Estate cannot be held liable in case these restrictions are violated by any possible person. This notice is not a document containing an offer or prospectus relating to the offering of securities by Leasinvest Real Estate. Investors may not accept an offer of securities referred to in this document, nor acquire them unless they act so based on information contained in the relevant prospectus or offering document that will be published and communicated by Leasinvest Real Estate. This document is not an offer to sell nor a solicitation to acquire or subscribe to securities and one cannot use it as a basis for any investment agreement or decision.
For more information, contact:
Leasinvest Real Estate
Jean-Louis Appelmans
CEO
T: +32 3 238 98 77
E: jeanlouis.appelmans@leasinvest.be
Leasinvest Real Estate SCA
Real estate investment trust (sicafi/vastgoedbevak) Leasinvest Real Estate SCA mainly invests in high quality and well-located offices, retail and logistics buildings in Belgium and the Grand Duchy of Luxembourg. At present, the real estate portfolio of Leasinvest Real Estate comprises 53 buildings, of which 37 are located in Belgium and 16 in the Grand Duchy of Luxemburg, with a total value of the real estate of approximately € 600 million.
The sicafi is listed on Euronext Brussels and has a market capitalization of € 306 million (value 3 June 2013).
