M&A Activity • Apr 3, 2019
M&A Activity
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Free translation, the Dutch version prevails
3 April 2019 – 08h00, before trading hours Regulated information Inside information
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")
Schoten, Belgium –3 April 2019
Care Property Invest announces the acquisition of the residential care centre 'La Résidence du Lac' in Genval, a residential care centre built in 2011 with a total of 109 licensed residential places (89 single rooms and 10 double rooms).
For this purpose, the Company acquired 100% of the shares in Immo du Lac SA, the company that owns the real estate of this residential care centre. This new expansion of the portfolio was realised through a successful contribution in kind of all the shares of Immo du Lac SA in the capital of Care Property Invest, and this within the framework of the authorised capital. Following this contribution leading to a capital increase (including the issue premium) of €16,372,079.85. 764,031 new Care Property Invest shares were issued. The issue price equals €21.43 per share.
For the land, Immo du Lac SA obtained a 76 year long right of leasehold from the Association des Oeuvres Paroissiales de la région de Braine-l'Alleud (parish of Braine-l'Alleud).
The operation of 'La Résidence du Lac' continues to be carried out by La Résidence du Lac SA on the basis of a new long-term leasehold agreement of the 'triple net' type (renewable).
The conventional value of this project amounts to approximately €17.56 million.
'This residential care centre is the second project we acquired in the Walloon region and the first collaboration we enter into with operator La Résidence du lac SA. This is a project set in an exceptional location, just a stone's throw away from the beautiful Lake of Genval. This residential care centre brings the total number of effectively acquired projects in our property portfolio to 103.'
The residential care centre is operated by La Résidence du Lac SA, an independent and family-owned operator who has been running the project since 2011..
The property is made available through a new long-term lease agreement (renewable) of the 'triple net' type, which will be indexed annually.
'La Résidence du Lac' is located in Genval, a municipality of Rixensart, in the province of Walloon Brabant.
Residents can enjoy a green, luminous environment here, with the centre of Genval within walking distance. Here you will find several supermarkets, cafes and restaurants. The famous lake of Genval is one kilometer away.
The project can be reached by car via the N227 and the A4. The Genval train station and the nearest bus stop are located 250 and 120 metres away from the property respectively, making public transport an excellent option.
The residential care centre consists of 4 floors, one of which is underground, and has 109 licensed residential places divided into 89 single and 10 double rooms. It has its own light-flooded restaurant that can meet all dietary and medical requirements. There is also a beautiful garden and terrace on the ground floor. Residents with reduced mobility have access to an additional terrace on the second floor of the building.
'La Résidence du Lac' also has an in-house doctor's practice, a physiotherapy practice, a hairdresser's salon and a pedicure room.
On 2 April 2019 Care Property Invest signed the contribution agreement for the acquisition of 'La Résidence du Lac'. Subsequently, the acquisition was completed by a contribution in kind of the shares of Immo du Lac SA in the capital of Care Property Invest within the framework of the authorised capital. The transaction resulted in an equity increase of €16,372,079.85, of which an amount of €4,545,602.44 was allocated to the capital item and an amount of €11,826,477.41 to the share premium item.
The contribution was remunerated by 764,031 new shares.
The issue price of the new shares amounts to €21.43 and is equal to the volume weighted average share price of Care Property Invest of 5 trading days before 3 April 2019 (not including the contribution date), less the gross dividend announced for the financial year 2018 (€0.72 per share) and less a discount of 7.5%.
The 764,031 new shares are of the same type and have the same rights as the existing shares, provided that they are issued with coupon nr. 11 and following attached and will therefore share in the result of the current financial year (from 1 January 2019 to 31 December 2019).
Because the new Care Property Invest shares will only share in the Company's result as from 1 January 2019 (and not in the result of the financial year 2018), coupon no. 10 of the existing shares has been detached before the issue of the new shares, i.e. on 1 April 2019 ( 1 ). The existing Care Property Invest shares have thus been listed ex-coupon nr. 10 since 2 April 2019.
As a result of the capital increase and the issue of new shares on 3 April 2019 as part of this transaction, the total capital of the Company as per 3 April 2019 amounts to €119,506,686.80. The capital is represented by a total number of securities conferring voting rights of 20.086.876 shares. The total number of voting rights is 764,031. Each of these shares confers one voting right at the General Meeting of the Company and these shares thus represent the denominator for notification purposes within the framework of the transparency regulation (i.e. notifications in the event of reaching, exceeding or falling below the statutory or legal thresholds). In addition to the legal thresholds, Article 15 of the Company's articles of association provides for an additional statutory threshold of 3%.
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Care Property Invest would like to reconfirm its desire to expand its real estate portfolio in the future with health care infrastructure in Belgium, The Netherlands, as well as elsewhere in the European Economic Area.
This press release contains forecasts involving risks and uncertainties, amongst others statements regarding plans, objectives, expectations and intentions of Care Property Invest. Readers are cautioned that such forecasts involve known and unknown risks and are subject to significant business, economic and competitive uncertainties which are mostly beyond Care Property Invest's control. If one or more of these risks or uncertainties materialise or should, if applied, basic assumptions prove incorrect, the final results may significantly deviate from the anticipated, expected, estimated or projected results. Consequently, Care Property Invest cannot assume any responsibility for the accuracy of these forecasts.
1 The payment of this coupon will only be made after, and subject to, the approval of the General Meeting of 29 May 2019.
For any additional information, please contact:
Valérie Jonkers Chief Operating Officer [email protected] T +32 3 222 94 94 - F +32 3 222 94 95 - M +32 499 28 01 43 Horstebaan 3 2900 Schoten [email protected] www.carepropertyinvest.be
Investment Manager [email protected] T +32 3 222 94 94 - F +32 3 222 94 95 - M +32 483 11 80 17 Horstebaan 3 2900 Schoten [email protected] www.carepropertyinvest.be
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
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 celebrated its 23rd 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 2018, the Company received its second EPRA BPR Gold Award. .
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