AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Care Property Invest NV/SA

Share Issue/Capital Change May 29, 2020

3926_iss_2020-05-29_6407f82a-c331-4515-a078-097a06ff44ad.pdf

Share Issue/Capital Change

Open in Viewer

Opens in native device viewer

THIS ANNOUNCEMENT IS NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR TO THE UNITED STATES OF AMERICA, CANADA, JAPAN, SOUTH AFRICA, SWITZERLAND, AUSTRALIA, OR ANY OTHER COUNTRY OR JURISDICTION IN WHICH ITS DISTRIBUTION IS NOT PERMITTED BY LAW

PRESS RELEASE

Free translation, the Dutch version prevails 27 May 2020 – 14h00 Regulated information

CARE PROPERTY INVEST

Public limited liability company (société anonyme/naamloze vennootschap), Public Regulated Real Estate Company (Société Immobilière Réglementée (SIR) / Gereglementeerde Vastgoedvennootschap (GVV)) under Belgian Law Registered Office: 3 Horstebaan, 2900 Schoten Companies Registration No. 0456.378.070 (LPR Antwerp) (the "Company")

PUBLICATION OF THE CONDITIONS RELATING TO THE OPTIONAL DIVIDEND

Schoten, Belgium – 27 May 2020

The Board of Directors of Care Property Invest has decided on 27 May 2020 to offer the shareholders an optional dividend. As from 29 May 2020 until 15 June 2020 (15h00 CEST), shareholders will have the option to subscribe for one new share at an issue price of €25.5255 per new share in exchange for 39 No. 11 coupons per new share.

During the annual general shareholders' meeting of today, Wednesday 27 May 2020, the shareholders were informed of the specific conditions of this optional dividend, including the issue price and the option period. Thereafter, the annual general shareholders' meeting approved the dividend per share, which amounts to €0.77 gross per share (€0.6545 net per share, being the net dividend per share after deduction of 15% withholding tax).

Care Property Invest's Board of Directors has decided to make use of the possibility to offer an optional dividend to its shareholders. In this context, the shareholders are offered the possibility to (i) contribute their net dividend claim in the capital of the Company, in exchange for the issuance of new ordinary shares, (ii) receive the dividend in cash, or (iii) opt for a combination of these two options.

The new ordinary Care Property Invest shares that will be issued within the context of the optional dividend, with coupon No. 13 attached, will share in the results of the Company as from 29 May 2020. To this end, it was decided to detach coupon no. 12, which represents the right to receive the part of the dividends that can be allocated to the current financial year ending on 31 December 2020, calculated pro rata temporis for the period starting on 1 January 2020 and ending on the day before the start of the option period, i.e. 28 May 2020. Coupon no. 12 has an estimated value of €0.32 and will be detached on 28 May 2020 after the closing of the markets.

The contribution in kind of net debt claims into the capital of Care Property Invest within the framework of the optional dividend, and the associated capital increase, strengthens the Company's equity and therefore lowers its (legally limited) debt ratio. It offers Care Property Invest the possibility to take on additional debt financed

T +32 3 222 94 94 F +32 3 222 94 95 E [email protected] www.carepropertyinvest.be

transactions in the future and enables the Company to further realise its growth objectives. The optional dividend also allows funds to be retained within the Company (corresponding to the amount of the net dividend rights contributed to the Company's capital), which in turn strengthens the Company's liquidity position.

A shareholder who shares in the profit for the 2019 financial year therefore has the following choice:

• Contribution of the net dividend rights into the Company's capital in exchange for new Care Property Invest shares:

One new share may be subscribed for by contribution of the net dividend rights, represented by coupon No. 11, attached to 39 existing shares of the same form (each for an amount of the net dividend of €0.6545). This roughly represents an issue price of €25.5255 per new share.

The issue price was determined on the basis of the 'volume weighted average share price' (or 'VWAP') of the Care Property Invest share, calculated over a period of five trading days on Euronext Brussels prior to the date of the capital increase decision, i.e. the period from 20 May 2020 up to and including 26 May 2020, which is rounded off to €27.1336.

The issue price of €25.5255 per share includes a discount of about 5.93% compared to the reference share price used. The discount with regard to the closing price of the Care Property Invest share on 26 May 2020, taking into account a correction in view of the detachment of coupon No. 12 as regards the pro rata temporis dividend right over the financial year 2020 having an estimated value of €0.32, amounts to around 6.60%.

• Payment of the dividend in cash:

A total gross dividend of €0.77 per share will be paid (€0.6545 net, being the net dividend per share after deduction of 15% withholding tax). The gross dividend of €0.77 is represented by coupon No.11.

• Combination of the foregoing options:

A combination of a contribution in kind of net dividend rights in exchange for the issue of new shares and a payment of the net dividend in cash.

Shareholders are invited to make their choice in the context of the optional dividend as from Friday 29 May 2020 (09h00 CEST) and no later than Monday 15 June 2020 (15h00 CEST). Holders of registered shares can contact the Company, following the instructions they will receive by letter from the Company. Holders of dematerialized shares may contact the financial institution where they hold their shares and must follow the instructions of their financial institution.

Shareholders that have not indicated their choice in the required manner on 15 June 2020 (15h00 CEST) at the latest, will have their dividend paid automatically and exclusively in cash.

The Information Memorandum which will be available on the Company's website as from Wednesday 27 May 2020 (https://carepropertyinvest.be/en/investments/capital-transactions/capital-increase/), contains further information about the optional dividend. Shareholders are encouraged to read this Information Memorandum carefully before making their decision.

The realization of the capital increase and the issuance of the new shares will be recorded on the date the dividend is made payable, i.e., Friday 19 June 2020; hence, the effective payment of the dividend will take place on that date. As paying agent of the transaction, KBC Bank nv / KBC Banque SA will deliver the new shares and/or pay the cash portion, depending on the choice the shareholder has made. The results of the optional dividend will also be published on that day.

The Company will submit a request to Euronext Brussels for the additional listing of the new shares issued as a result of the capital increase within the framework of the optional dividend. It is intended that the new shares will be admitted to trading on Euronext Brussels as from the issuance date 19 June 2020.

The financial services relating to the optional dividend are rendered by KBC Bank nv / KBC Banque SA.

Financial calendar *

General Meeting 27 May 2020
Publication of Information Memorandum 27 May 2020
Option period for the shareholders 29 May 2020 (09h00 CEST) until 15 June 2020
(15h00 CEST)
Recording of capital increase, issuance of new 19 June 2020
shares and dividend in cash made payable
Publication of the results of the optional dividend 19 June 2020
Expected trading of new shares on Euronext 19 June 2020
Brussels

* Future dates are subject to change.

Disclaimer

This written information is not intended for distribution, publication or release to or in the United States of America (USA) or to US citizens or persons residing in Australia, Canada, Japan, South Africa or Switzerland. The information provided herein does not constitute an offer to purchase any securities in the United States of America, Canada, Japan, South Africa, Switzerland, Australia or any other country or jurisdiction where their distribution is prohibited by law.

Care Property Invest's securities have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any other securities regulatory authority of any state or other jurisdiction in the United States of America. The securities may not be offered or sold in the United States of America without prior registration under the Securities Act, or unless the transaction is exempt from, or is not subject to, the registration requirements of the Securities Act and all applicable state legislation relating to securities. Care Property Invest will not register any part of the offering in the United States of America or make a public offer for securities in the United States of America.

The investors concerned are invited to read the Information Memorandum which, subject to certain customary restrictions, is available on the website of Care Property Invest (https://carepropertyinvest.be/en/investments/capital-transactions/capitalincrease/).

For any additional information, please contact:

Filip Van Zeebroeck CFO –Member of the Management Committee [email protected] T +32 3 222 94 94 - F +32 3 222 94 95 - M +32 494 91 10 93 Horstebaan 3, 2900 Schoten [email protected] www.carepropertyinvest.be

Peter Van Heukelom Chief Executive Officer [email protected] T +32 3 222 94 94 - F +32 3 222 94 95 - M +32 459 59 82 67 Horstebaan 3 2900 Schoten [email protected] www.carepropertyinvest.be

About Care Property Invest

Care Property Invest NV is a Public Regulated Real Estate Company (Public SIR/GVV) under Belgian law. Based on a solid organisation, Care Property Invest helps healthcare entrepreneurs to undertake property projects by offering real estate tailored to the end user, that is both qualitative and socially responsible. For its shareholders, Care Property Invest strives for a stable long-term rate of return.

This year, Care Property Invest's share is celebrating its 24th anniversary on Euronext Brussels. The share is listed under the name of CPINV and has the following ISIN-Code: BE0974273055. As from December 2016, the share is a constituent of the Belgium BEL Mid Index and the Company has become a member of EPRA. In September 2019, the Company received its third EPRA BPR Gold Award. As from 1 November 2019, the share is a constituent of the Euronext Next 150 Index.

Talk to a Data Expert

Have a question? We'll get back to you promptly.