M&A Activity • Nov 30, 2017
M&A Activity
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Free translation, the Dutch version prevails
REGULATED INFORMATION 30 November 2017 After trading hours – Under embargo until 17h45 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 – 30 November 2017
Care Property Invest announces the agreement subject to suspensory conditions on the acquisition of 2 projects by acquiring 100% of the shares in the companies Anda Invest bvba and Tomast bvba, joint owners of the land and building of the residential care centre 'Residentie Moretus' and the companies Daan Invest nv and Immo Kemmelberg bvba, in turn joint owners of the land and building of the group of assisted living apartments 'Park Kemmelberg'. The residential care centre has a capacity of 150 residential places and the group of assisted living apartments consists of 31 living units. Both projects are located in Berchem and lie just a stone's throw from each other.
The residential care centre and group of assisted living apartments are respectively operated by WZC Residentie Moretus bvba and Serviceflats Moretus bvba and after completion of both acquisitions, these operating companies will be 100% controlled by Armonea NV.
The conventional value of the residential care centre is approximately €23 million and that of the group of assisted living apartments amounts to approximately €7 million.
'The Residentie Moretus and Park Kemmelberg sites are 2 additional projects that Care Property Invest will acquire by using the proceeds arising from its capital increase of October 2017. After completing these investments, Care Property Invest will have invested no less than 128% of the raised capital. Moreover Care Property Invest is pleased that both projects will be operated by Armonea, which will further benefit the distribution of operators within its portfolio.
These projects are already in operation and would bring the count to a total of 92 care projects within our real estate portfolio'.
Care Property Invest NV Horstebaan 3 2900 Schoten BE 0456 378 070 - LPR Antwerp Public RREC under Belgian law
T +32 3 222 94 94 F +32 3 222 94 95 E [email protected] www.carepropertyinvest.be
Residentie Moretus Park Kemmelberg
The residential care centre and group of assisted living apartments are operated by respectively WZC Residentie Moretus bvba and Serviceflats Moretus bvba. After completion of both acquisitions, these operating companies will be 100% controlled by Armonea NV. Care Property Invest will make the residential care centre and group of assisted living apartments available to both aforementioned companies by means of a long-term lease agreement of the 'triple net' type with a rental fee indexable on an annual basis.
The residential care centre 'Residentie Moretus' and the group of assisted living apartments 'Park Kemmelberg' are both located in Berchem and lie just a stone's throw from each other. The centre of Berchem and the beautiful Harmoniepark are within walking distance and residents can reach the city centre of Antwerp within ten minutes thanks to the vicinity of several tram and bus lines that stop near the projects. The residents can therefore enjoy a wide range of restaurants, shops and supermarkets that they are able to visit independently. Furthermore, the projects are easily accessible by car due to their strategic location near the Antwerp Ring.
The residential care centre has a total capacity of 150 residential places, divided into 128 single rooms and 11 double rooms, tailored to the needs of both able-bodied and disabled residents. The entire site meets the highest safety standards and has various facilities such as its own hair salon, library and a pedicure and manicure salon. The residents and their visitors can enjoy a refreshing drink or a nice meal in the in-house cafeteria, or on the cafeteria's terrace in good weather.
The group of assisted living apartments consists of a new three-part building complex with a total capacity of 31 residential units that open out to a number of charming courtyards. Each building has its own private entrance and each assisted living apartment is accessible by a private elevator.
Care Property Invest NV Horstebaan 3 2900 Schoten BE 0456 378 070 - LPR Antwerp Public RREC under Belgian law
Care Property Invest will acquire, after realisation of the suspensory conditions, all shares in the companies Anda Invest bvba, Tomast bvba, Daan Invest nv and Immo Kemmelberg bvba. The total conventional value of these properties amounts to approximately €30 million. This value is largely based on and is in line with the valuation of the real estate expert. The company finances the acquisition with equity, being the proceeds of the capital increase. As a result, all proceeds from the capital increase have been invested. The remainder of the price will be financed with borrowed capital.
The effective acquisition of these companies (cash out) is expected before the end of this financial year, after the fulfilment of the suspensory conditions.
Care Property Invest would like to reconfirm its desire to expand their real estate portfolio in the future with health care infrastructure in the Flemish, Walloon and Brussels-Capital Regions as well as elsewhere in European Economic Area.
An overview of the committed investments, within the framework of the October 2017 capital increase of Care Property Invest, along with projects that were not yet committed at the time of the capital increase, can be found below. The committed are described in the Securities note (available on the Company's website; http://carepropertyinvest.be/en/investments/capital-transactions/capital-increase/ on page 40 underneath
paragraph 4.4 - available in Dutch only).
| committed investments |
TYPE OF PROJECT | LOCATION | CONVENTIONAL VALUE (IN MILLION €) |
|---|---|---|---|
| Qaly@Beersel | Residential care centre | Beersel, Flemish Brabant |
16.7 |
| Oase | Residential care centre | Meise (Wolvertem), Flemish Brabant |
16.0 |
| De Nieuwe Ceder | Housing complex to be developed for persons with disabilities and acquired brain injuries |
Deinze, East Flanders |
11.0 |
| Huis Driane | Assisted living apartments | Herenthout, Antwerp |
(1) 3.6 |
| Les Saules | Residential care centre | Vorst, BCR | (2) 15.2 |
| Residentie Moretus | Residential care centre | Berchem, Antwerp | 23.0 |
| Park Kemmelberg | Assisted living apartments | Berchem, Antwerp | 7.0 |
| TOTAL CONVENTIONAL VALUE | |||
| 92.5 | |||
| % NET TOTAL AMOUNT OF CAPITAL INCREASE INVESTED ON 31/10/2017 |
(3) 128%
(3) Taking into account the additional conventional value of Herenthout and Vorst compared to the balance sheet value on 30 September 2017 amounting to €1,8 million and € €11 million respectively, this is 120%.
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.
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
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 21st 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 has also been included in the BEL Mid index and the Company has become a member of EPRA.
In September 2017, the Company received its first EPRA BPR Gold Award. .
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