Share Issue/Capital Change • Dec 5, 2022
Share Issue/Capital Change
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PRESS RELEASE Regulated information Insider knowledge Embargo until 05.12.2022, 8:30 a.m. Antwerp, 05 December 2022
NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT WOULD BE PROHIBITED BY APPLICABLE LAWS OF THE RELEVANT JURISDICTION.
On 30 November 2022, Intervest Offices & Warehouses nv (hereinafter referred to as "Intervest" or the "Company") launched a capital increase in cash within the authorised capital, with cancellation of the legal pre‐emptive right of the existing shareholders, and without granting an irreducible priority allocation right to the existing shareholders of maximum 2.657.733 new shares.
Following the completion of this capital increase and the issue of 2.657.733 new shares on 5 December 2022, Intervest is disclosing the following information, as at 5 December 2022, in accordance with Article 15 of the Law of 2 May 2007 on the Disclosure of Important Shareholdings in Listed Companies:
Each of these shares confers one voting right at the general meeting and these shares therefore represent the denominator for purposes of notifications in the context of the transparency regulations (i.e. notifications in the event of (among other things) the achieving, exceeding or failure to achieve the statutory or legal thresholds).
Further to the legal thresholds, Article 12 of Intervest's Articles of Association, applying Article 18, §1 of the Law of 2 May 2007, provides for an additional statutory threshold of 3 %.
No outstanding options or warrants have been issued that confer a right to shares, neither preferential shares nor shares without voting rights.
The 2.657.733 new Intervest shares issued today are admitted to trading on the regulated markets of Euronext Brussels under the same ISIN code as the existing shares (BE0003746600).
Publication on transparency notice: announcement new denominator
Regulated information ‐ Insider knowledge Embargo until 05.12.2022, 8:30 a.m.
NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT WOULD BE PROHIBITED BY APPLICABLE LAWS OF THE RELEVANT JURISDICTION.
Neither this press release nor any copy thereof is intended for distribution, directly or indirectly, in or to persons located in the United States of America, Australia, Canada, Japan, South Africa or any other jurisdiction where such distribution could constitute a violation of applicable laws.
This press release is for informational purposes only and is not intended to be, and should not be construed as, an offer to sell or subscribe for, or the announcement of an upcoming offer to sell or subscribe for, or a solicitation of an offer to buy or subscribe for, or the announcement of an upcoming solicitation to buy or subscribe for any existing or new shares of the Company in the EEA (other than in the context of a private placement with Qualified Investors as defined below), the United States of America, Australia, Canada, Japan, South Africa, Switzerland (except in the context of a private placement with Professional Clients, as defined below) or the United Kingdom (except in the context of a private placement with Relevant Persons, as defined below). No offer to sell or subscribe for shares, or announcement of a forthcoming offer to sell or subscribe for shares, will be made in the EEA (except in connection with a private placement with Qualified Investors, as defined below), the United States of America, Australia, Canada, Japan, South Africa, Switzerland (except in connection with a private placement with Professional Clients as defined below) or the United Kingdom (except in the context of a private placement with Relevant Persons, as defined below) or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of that jurisdiction, and distribution of this press release in such jurisdictions may be similarly restricted. Persons receiving this press release should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
This press release contains forward‐looking statements or statements that may be viewed as such. These forward‐looking statements can be identified by the use of forward‐looking terminology, such as the words "believe", "estimate", "anticipate", "expect", "intend", "may", "will", "continue", "ongoing", "possible", "predict", "plan", "aim", "seek", "should" or "serve", and include statements by the Company regarding the intended results of its strategy. By their nature, forward‐looking statements involve risks and uncertainties and readers are cautioned that none of these forward‐looking statements are a guarantee of future performance. The Company's actual results may differ materially from those predicted in the forward‐looking statements. The Company is not taking any action to publish updates or adjustments to these forward‐looking statements, except as required by law.
This press release does not constitute, or form part of, an offer of securities in the United States of America, nor is it an invitation to purchase securities in the United States of America. The securities mentioned in this press release have not been and will not be registered in accordance with the US Securities Act of 1933, as amended (the US Securities Act), or in accordance with the securities laws of any state or jurisdiction within the United States of America and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States of America, except in accordance with an applicable exemption from the registration requirements under the US Securities Act and in accordance with any applicable securities laws of any state or jurisdiction in the United States of America. The issuer of the securities has not proceeded to, and does not intend to, register any part of the transaction in the United States of America. No public offering of securities will be made in the United States of America.
In respect of each Member State of the European Economic Area (each a Relevant State), an offer of securities referred to in this announcement is only directed at, and only intended for, (i) qualified investors in that Relevant State within the meaning of the 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 implementing measure in each Relevant State of the EEA (the Prospectus Regulation)) in accordance with the prospectus exemption provided for in Art. 4(a) of the Prospectus Regulation (Qualified Investors), and (ii) up to 150 persons other than "qualified investors" with a minimum investment requirement of € 100.000 per person, in accordance with the prospectus exemptions provided for in Article 1.4(b) and 1.4(d) of the Prospectus Regulation.
In the UK, this press release is only directed at and intended for, and any investment or investment activity to which this press release relates is only available to, and will only be undertaken with, "qualified investors" (as defined in article 2(e) of the
Publication on transparency notice: announcement new denominator
Regulated information ‐ Insider knowledge Embargo until 05.12.2022, 8:30 a.m.
NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT WOULD BE PROHIBITED BY APPLICABLE LAWS OF THE RELEVANT JURISDICTION.
Prospectus Regulation as amended and converted into UK law under the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020 (the UK Prospectus Regulation)) who also characterise as (i) "investment professionals", under section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order), (ii) so‐called "high net worth companies, unincorporated associations etc. ", falling within section 49(2)(a) to (d) of the Order, and (iii) any other person to whom it may lawfully be disclosed and who may lawfully participate in the Offer (all such persons together being Relevant Persons). Persons who are not Relevant Persons may not take any action on the basis of this press release and may not act or rely on this press release.
In Switzerland, an offer of securities referred to in this press release is only addressed to, and only intended for, "Professional Clients" within the meaning of Article 4 of the Swiss Financial Services Act ("Finanzdienstleistungsgesetz") of 15 June 2018, as amended (FinSA) (such persons are referred to as Professional Clients). The offer is therefore exempt from the obligation to prepare and publish a prospectus under FinSA and the securities will not be admitted to trading on any trading platform in Switzerland. This press release is not a prospectus pursuant to FinSA nor will the Company prepare such prospectus in connection with the offering of securities as referred to herein.
Publication on transparency notice: announcement new denominator
Regulated information ‐ Insider knowledge Embargo until 05.12.2022, 8:30 a.m.
NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT WOULD BE PROHIBITED BY APPLICABLE LAWS OF THE RELEVANT JURISDICTION.
Intervest Offices & Warehouses nv (referred to hereafter as "Intervest") is a public regulated real estate company (RREC) under Belgian law, founded in 1996, of which the shares have been listed on Euronext Brussels (INTO) since 1999. Intervest invests in highquality office buildings and logistics properties that are leased to first‐rate tenants. Investments are focused on up‐to‐date buildings and sustainable (re)development projects, located in strategic locations, with an eye on cluster formation. The office segment of the real estate portfolio focuses on the central cities with an important student population of Antwerp, Mechelen, Brussels and Leuven and their surroundings; the logistics segment of the portfolio in Belgium is located on the Antwerp ‐ Brussels ‐ Nivelles, Antwerp ‐ Limburg ‐ Liège, and Antwerp ‐ Ghent ‐ Bruges axes and, in the Netherlands, on the Moerdijk ‐ 's Hertogenbosch ‐ Nijmegen, Rotterdam ‐ Gorinchem ‐ Nijmegen and Bergen‐op‐Zoom ‐ Eindhoven ‐ Venlo axes. Intervest distinguishes itself in renting space by going beyond merely renting m². The company goes beyond real estate by offering "turnkey solutions" (a total solution tailored to and with the customer), extensive service provision, co‐ working and ready‐to‐use offices.
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