Share Issue/Capital Change • Jan 5, 2021
Share Issue/Capital Change
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Regulated information – Inside information Brussels, 5 January 2021, 13.45 PM
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Immobel has successfully completed its sale of treasury shares announced earlier today. A total of 262,179 treasury shares, corresponding to c. 2.6% of Immobel's current outstanding share capital, were placed at a price of €66 per Share. The price represents a discount of 2.9% compared to the last traded price of the Shares on 4 January 2021. Gross proceeds from the sale of the Shares for the Company amount to €17.3 million and will be used to finance additional projects already identified in Belgium, Germany, France and Luxembourg.
The Shares placed via the accelerated bookbuilding process will be fully entitled to the dividend for the 2020 financial year, to be approved by the Ordinary General Meeting on 15 April 2021, and will rank in all respects pari passu with existing Immobel shares. Following the sale of 262,179 treasury shares, the total number of shares entitled to the dividend will increase to 9,967,008 shares.
The Company has agreed to a lock-up of 90 days following the transaction, subject to customary exceptions.
Following the successful private placement, the free float will increase to c. 40.8% and Immobel will hold 30,348 remaining treasury shares, corresponding to c. 0.3% of Immobel's current outstanding share capital. The remaining treasury shares are intended to be used in the context of management performance share plans.
The private placement has been executed in accordance with article 8.7,2° of the Royal Decree implementing the Belgian Code for Companies and Associations.
Settlement of the placed treasury shares is expected to take place on 7 January 2021.
Berenberg and KBC Securities acted as Joint Bookrunners in the private placement.
Due to the private placement, trading in Immobel shares on the Regulated Market of Euronext Brussels has been suspended since this morning, but this will resume shortly after the publication of this press release.
Karel Breda*, Chief Financial Officer +32 (0)2 422 53 50 [email protected] * Permanent representative of KB Financial Services BV
Immobel is the largest listed real estate developer in Belgium. The Group, which dates back to 1863, creates highquality, future-proof urban environments with a positive impact on the way people live, work and play, and specialises in mixed real estate. With a stock market value of over EUR 650 million and a portfolio of more than 1,200,000 m² of project development in 6 countries (Belgium, Grand Duchy of Luxembourg, Poland, France, Spain, Germany), Immobel occupies a leading position in the European real estate landscape. The group strives for sustainability in urban development. Furthermore, it uses part of its profits to support good causes in the areas of health, culture and social inclusion. Approximately 200 people work at Immobel.
For more information, please go to www.immobelgroup.com
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
This press release is for general information only and does not constitute, or form part of, an offer to sell or issue, or any solicitation of an offer to purchase or subscribe for shares of Immobel SA/NV (the "Company" or "Immobel") in any jurisdiction.
This press release is not directed at persons located in or into the United States (including its territories and dependencies, any State of the United States or the District of Columbia), Australia, Canada, Japan or South Africa and may not be released, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa. It does not constitute or form part of an offer or solicitation to buy securities in the United States, Australia, Canada, Japan or South Africa.
The 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"), and may not be offered or sold in the United States. This communication is not a public offering of securities for sale in the United States.
In the European Economic Area, the following information is only addressed to and is only directed at qualified investors in that 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, and any relevant implementing measures in any Member State.
Within the United Kingdom, this communication is only being distributed to and is only directed at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities described herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
In general, any person who would like to receive access to this communication must verify in advance that such access does not constitute a breach of any applicable law or regulations. The Company cannot be held liable should these restrictions be breached by any person.
This press release cannot be relied on for any investment contract or decision.
Certain statements in this press release may be considered "forward looking". Such forward-looking statements are based on current expectations, and, accordingly, entail and are influenced by various risks and uncertainties. Forward-looking statements involve a number of known and unknown risks, uncertainties and other factors, many of which are difficult to predict and generally beyond the control of the Company. Forward-looking statements may, and often do, differ materially from actual results. The Company therefore cannot provide any assurance that such forward-looking statements will materialise and expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this press release.
The purchase of Immobel securities is subject to specific legal and regulatory restrictions in certain jurisdictions. Immobel assumes no responsibility for any violation by any person of the aforementioned restrictions.
Solely for the purposes of the product governance requirements contained within: (a) Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the shares which are the subject of this private placement have been subject to a product approval process which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of shares may decline, and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the private placement. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of Qualified Investors (professional clients and eligible counterparties).
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.
The Joint Bookrunners are acting exclusively for the Company and no one else in connection with the placement. In connection with such matters, they, their affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the private placement or any other matters referred to in this announcement.
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