Share Issue/Capital Change • Jan 20, 2023
Share Issue/Capital Change
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PRESS RELEASE
ADVERTISMENT
REGULATED INFORMATION – INSIDE INFORMATION 20 JANUARY 2023 – 10.00 am
Public limited liability company (naamloze vennootschap) Public Regulated Real Estate Company under Belgian Law (Public RREC) (Openbare gereglementeerde vastgoedvennootschap naar Belgisch recht / GVV) Registered office: Horstebaan 3, 2900 Schoten (Belgium), Enterprise number 0456.378.070 (RLR Antwerp) (the 'Company')
WARNING: An investment in shares, trading in irreducible allocation rights and/or acquisition of scrips involves significant risks. Investors are urged to read the entire prospectus, and in particular the risk factors described in Chapter 1 'Risk Factors' of the securities note and in chapter 1 'Risk Factors' of the document amendments to the 2021 annual financial report and in sections B and C of the summary (p. 2- 5), before investing in the new shares, trading irreducible allocation rights or acquiring scrips. Any decision to invest in the new shares, to trade irreducible allocation rights or to acquire scrips under the offering must be based on all information provided in the prospectus. Potential investors must be able to bear the economic risk of an investment in the shares, the trading of irreducible allocation rights or the acquisition of scrips and to endure a total or partial loss of their investment.
Schoten, Belgium – Friday 20 January 2023
Care Property Invest NV ("CP Invest" or the "Company") announces the results of the capital increase by means of contribution in cash within the authorised capital with cancellation of the statutory preemption right and with granting of irreducible allocation rights to all existing shareholders, after completion of the subscription period with irreducible allocation right.
The subscription period with irreducible allocation rights was completed on 19 January 2023. During this period investors subscribed to 5,908,527 new shares through exercising their irreducible
allocation rights for an issue price of EUR 12.00 per new share. This corresponds to subscriptions of 63.90% of the maximum number of offered new shares.
The 10,016,044 unexercised (and which are qualified as such) irreducible allocation rights will be converted into an equal amount of scrips that will be offered for sale to Belgian and international institutional investors in the European Economic Area, the United Kingdom and Switzerland via a private placement in the form of an 'accelerated bookbuild offering' (an accelerated private placement with creation of an orderbook) and in accordance with Regulation S under the US Securities Act (the "Private Placement of Scrips"), as described in section 6.1.4.3 of the securities note. The Private Placement of Scrips will take place on 20 January 2023 immediately after publication of this press release.
Investors that acquire scrips, irrevocably undertake to subscribe to new shares under the same conditions as those that applied to the subscription with irreducible allocation rights: namely 1 new share (at EUR 12.00 per new share) for 3 irreducible allocation rights in the form of scrips.
The net proceeds from the sale of these scrips (the 'Excess Amount') will be distributed proportionally among all holders of the unexercised irreducible allocation rights (or as such qualified irreducible allocation rights), upon submission of coupon no. 17, in principle as of 25 January 2023. In the event that the Excess Amount divided by the total number of unexercised (or qualified as such) irreducible allocation rights amounts to less than EUR 0.01 per scrip, it will not be paid out but will be transferred and granted to the Company.
The new shares will have the same rights as the existing shares, it being understood that they will not participate in the Company's results for the 2022 financial year, but will participate in the Company's results for the current 2023 financial year starting from 1 January 2023.
On 20 January 2023 the trading in the share of the Company on the regulated market of Euronext Brussels will be suspended (at the Company's request) from opening of the stock exchange until the publication of the press release of the results of the offering (after completion of the Private Placement of Scrips).
The result of the Private Placement of Scrips, the final results of the offering and the potential amount due to the holders of the unexercised irreducible allocation rights (or as such qualified irreducible allocation rights) will be published via a new press release in principle on Friday 20 January 2023.
The settlement and payment of the new shares will take place on 24 January 2023. In principle the new shares will be admitted to trading on the regulated market of Euronext Brussels as of the same date.
ABN AMRO Bank (in cooperation with ODDO BHF in the context of the Private Placement of Scrips) and Belfius Bank are acting as Joint Global Coordinators and Joint Bookrunners in this transaction. Berenberg and KBC Securities are acting as Joint Bookrunners.
The prospectus consists of the universal registration document (including all information incorporated by reference therein), the securities note (including all information incorporated by reference therein) and the summary. The Company's annual financial report for the financial year ended on 31 December 2021, as published on 22 April 2022, as amended by the document amendments to the 2021 annual financial report dated 10 January 2023, serves as universal registration document.
The Dutch language version of the universal registration document, the securities note and the summary were approved on 10 January 2023 by the FSMA as competent authority pursuant to Article 20 of the Prospectus Regulation. This approval should not be considered an endorsement of the issuer nor of the quality of the securities to which the prospectus relates. Investors should assess for themselves whether it is appropriate to invest in these securities.
The securities note, the universal registration document and the summary may be distributed separately. The universal registration document, the securities note and the summary are available in the Dutch and English language. In addition, the summary is available in the French language.
The prospectus has been made available to investors free of charge as from 11 January 2023 at the Company's registered office (Horstebaan 3, 2900 Schoten, Belgium). The prospectus has also been made available to investors free of charge at (i) ABN AMRO, on its website www.abnamroprivatebanking.be and at its branch office at Borsbeeksebrug 30, 2600 Berchem (Belgium) (NL, FR and ENG), (ii) at Belfius, upon request at the telephone number +32 2 222 12 02 (NL, FR and ENG) and on its website www.belfius.be/CPI2023 (NL, FR and ENG), (iii) at KBC Securities on its website on its websites www.kbc.be/cpi2023 (NL, FR and ENG), www.bolero.be/nl/cpi (NL) and www.bolero.be/fr/cpi (FR). The prospectus can also be consulted on the Company's website https://carepropertyinvest.be/en/investments/shareholder-structure/capital-increase/. Access to the prospectus via the above websites is subject in each case to the usual restrictions.
Disclaimer
These written materials are not for distribution in or to persons resident in the United States of America, Australia, Canada, Japan or South Africa. The information contained herein does not constitute an offer of securities for sale in the United States of America, Australia, Canada, Japan or South Africa.
This information is an advertisement and not a prospectus and investors should not purchase or subscribe for any securities referred to in this information except on the basis of information in the prospectus that has been published by Care Property Invest NV (the "Company") in connection with the offering (the "Prospectus"). Copies of the Prospectus are, subject to restrictions set forth in the Prospectus, available from the Company's registered office at Horstebaan 3, 2900 Schoten, Belgium and on the website (https://carepropertyinvest.be/en/investments/shareholder-structure/capital-increase/) and will also be made available upon request at ABN AMRO Bank N.V., Belfius Bank SA/NV, Joh. Berenberg, Gossler & Co. KG and KBC Securities NV.
This information does not contain a solicitation for money, securities, or other considerations and, if sent in response to the information contained herein, will not be accepted. This announcement contains statements which are "forward-looking statements" or could be considered as such. These forward-looking statements can be identified by the use of forward-looking terminology, including the words 'believe', 'estimate', 'anticipate', 'expect', 'intend', 'may', 'will', 'plan', 'continue', 'ongoing', 'possible', 'predict', 'plans', 'target', 'seek', 'would' or 'should', and contain statements made by the company regarding the intended results of its strategy. By their nature, forward-looking statements involve risks and uncertainties, and readers are warned that none of these forward-looking statements offers any guarantee of future performance. The Company's actual results may differ materially from those predicted by the forward-looking statements. The Company makes no undertaking whatsoever to publish updates or adjustments to these forward-looking statements, unless required to do so by law.
The Company's securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the laws of any state or other jurisdiction in the United States of America, and may not be offered or sold within the United States of America except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. No public offering of securities will be made in the United States of America.
This information does not constitute an offer or invitation to proceed to an acquisition of or subscription for the Company's securities, nor an offer or invitation to proceed to an acquisition of or subscription for the Company's securities in the United States of America, Australia, Canada, Japan, South Africa, Switzerland (except in the context of a private placement of certain securities with "professional clients" as set out below), the United Kingdom (except in the context of a private placement of certain securities with certain qualified investors as set out below) or any other jurisdiction where such offer or invitation is not allowed without registration or qualification under the applicable legislation of the relevant jurisdiction, or where such offer or invitation does not meet the required conditions under the applicable legislation of the relevant jurisdiction.
Subject to certain limited exceptions, this information and any materials distributed in connection with this information are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident of or located in the United States of America, Australia, Canada, Japan, South Africa or any other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
In each Member State of the European Economic Area other than Belgium (each a "Relevant Member State"), this information is only addressed to and is only directed at qualified investors in that Relevant Member State within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended, and any implementing measure in each Relevant Member State of the EEA (the "Prospectus Regulation").
In Switzerland, this information is directed only at persons qualifying as "professional clients" in accordance with Article 4 iuncto 36 of the Swiss Financial Services Act ("Finanzdienstleistungsgesetz") of 15 June 2018, as amended ("FinSA"). Any investment activity to which this document relates will only be available to and will only be engaged in with, such professional clients. Any person who is not such a professional client should not act or rely on this document or any of its contents. The distribution of this document in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.
In the United Kingdom, this information is directed only at "qualified investors" as defined in Article 2(e) of the Prospectus Regulation, as amended and transposed into the laws of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020 who also have the capacity of (i) persons having professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) high net worth entities, etc. falling within Article 49(2)(a) to (d) of the Order, and (iii) any other person to whom it may otherwise lawfully be communicated. Any investment activity to which this document relates will only be available to and will only be engaged in with, such qualified investors. No person who is not such a qualified investor may act or rely on this document or any of its contents.
Any failure to comply with these restrictions may constitute a violation of the laws or regulations of the United States of America, Australia, Canada, Japan, South Africa, Switzerland, the United Kingdom, or any other jurisdiction. The distribution of this information in other jurisdictions than Belgium, may be restricted by laws or regulations applicable in such jurisdictions. All persons in possession of this information must inform themselves about, and comply with, any such restrictions.
An investment in shares entails significant risks. Relevant investors are encouraged to read the Prospectus that is made available on the website of the Company, www.carepropertyinvest.be.
This document is not a prospectus and investors should not subscribe for or purchase any shares referred to herein except on the basis of the information contained in the Prospectus. Potential investors must read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities. The approval of the Prospectus should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market.
This press release has been translated from Dutch to English. In case of discrepancies between the different versions of this press release, the Dutch version, as approved by the FSMA, will prevail.
For any additional information, please contact:
Filip Van Zeebroeck CFO – Member of the executive committee [email protected] T +32 3 222 94 94 - M +32 494 91 10 93 Horstebaan 3,2900 Schoten [email protected] www.carepropertyinvest.be
Willem Van Gaver Head of Legal [email protected] T +32 3 222 94 94 - M +32 498 41 61 43 Horstebaan 3, 2900 Schoten [email protected] www.carepropertyinvest.be
Peter Van Heukelom CEO – Member of the executive committee [email protected] T +32 3 222 94 94 - M +32 495 59 82 67 Horstebaan 3, 2900 Schoten [email protected] www.carepropertyinvest.be
Care Property Invest NV/SA is a Public Regulated Real Estate Company (public RREC) under Belgian law. The Company has been listed on Euronext Brussels for over 25 years and invests in high quality healthcare real estate for elderly and disabled people on the European market. Care Property Invest purchases, builds and renovates high-quality healthcare real estate (residential care centers, groups of assisted living apartments, residential complexes for people with a disability, etc.), fully tailored to the needs of the end user and then makes it available to solid healthcare operators on the basis of a long-term contract.
The Company has developed an international portfolio of 143 healthcare projects, spread across Belgium, The Netherlands, Spain and Ireland.
| Ticker: | CPINV |
|---|---|
| ISIN-Code: | BE0974273055 |
| Index inclusion: | • Belgium BEL Mid (Euronext Brussels) • Euronext Real Estate (Euronext Brussels) • GPR (Global Property Research) General Europe Index |
| • GPR (Global Property Research) General Europe Quoted Index (excl. open-end bankfondsen) |
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| EPRA | EPRA-member since December 2016. |
| In September 2022 the Company received its sixth EPRA BPR Gold Award | |
| Website | All further information can be found on our website www.carepropertyinvest.be |
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