Notice of Dividend Amount • May 19, 2020
Notice of Dividend Amount
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From the statutory manager
REGULATED INFORMATION EMBARGO UNTIL 19/05/2020 – 08:00 AM
On 18 May 2020, the Statutory Manager of Montea decided, under the authorized capital and subject to the condition precedent of the decision to distribute the gross dividend at the general meeting of shareholders of Montea on 19 May 2020, to grant Montea shareholders, by way of optional dividend, the option of contributing their claim (arising out the dividend distribution) to Montea's capital. This will be done by issuing new shares (in addition to the option to receive the dividend in cash or the possibility of a combination of the two previous options). The new shares will share in the result as of 1 January 2020 (with coupon no. 23 attached). The gross dividend of €2.54 per share will be represented by coupon no. 22 to which 15,767,2451 shares are entitled.
On 12 May 2020, the FSMA approved the amendment to the articles of association that will accompany this increase of capital.
The contribution in kind of claims in respect of debt owed by Montea in the context of the optional dividend, and the associated capital increase, improves Montea's equity capital and therefore its (legally limited) debt ratio.
The improvement in Montea's equity capital and in its debt ratio will enable the company to carry out additional transactions financed by debt in the future, if necessary, so as to continue to achieve its growth objectives. Furthermore, the optional dividend (in proportion to the contribution of the dividend rights to Montea's capital) leads to a retention of funds within the Company that strengthens its equity position.
Moreover, it strengthens the ties with the shareholders.
The shareholders thus have a choice between:
One new share may be subscribed to by contributing 42 coupons n° 22 (each in the amount of the net dividend of € 1,778 per coupon) which represent shares of the same form.
This comes down to an overall issue price of € 74.676 per new share (i.e. 42 coupons n° 22 x € 1,778).
The issue price of the new shares has been calculated on the basis of the average closing price of the Company during the 30 calendar days preceding (and including) 15 May 2020, being € 80.90. As the new shares are entitled to a dividend as from 1 January 2020, the gross dividend of € 2.54 for the financial year 2019 was subsequently deducted, resulting in an adjusted average closing price of € 78.36. The final issue price of € 74.676 therefore represents a discount of 4.70% compared to the adjusted average closing price.
This issue price of € 74.676 implies a discount of 8.22% compared with the closing share price on 18 May 2020 minus the gross dividend.
Coupon n° 22 entitles the holder to a gross dividend of € 2.54, which amounts to a net dividend of € 1.778 per share after deduction of 30% withholding tax.2
2 For the tax treatment of the Company's dividends, see the Information Memorandum which sheds some light on said tax treatment for information purposes only.
1 There are 15,767,245 Montea shares in all which share in the result of financial year 2019. Although there are 15,782,594 Montea shares in all as at 31 December 2019, the dividend rights attached to 15,349 own shares held by the Company as at the date of this report have lapsed pursuant to Section 7:217 §3 of the Companies and Associations act.
A mix between a contribution in kind of dividend rights against the issue of new shares and a payment of the dividend in cash.
Shareholders who wish to contribute their dividend rights to the Company's capital (in whole or in part) in exchange for new shares must apply during the option period (from 27 May to 10 June 2020 inclusive) to:
Shareholders who have not indicated their choice at the end of this period will receive their dividend automatically and exclusively in cash. The Information Memorandum that will be posted on Montea's website (under the heading: Investor relations) as of 26 May 2020 (after the closing of the stock exchange) contains all further information.
The actual dividend payment will then take place on 15 June 2020, according to the choice of the shareholders, in the form of (i) the allotment of new shares (to be issued on 11 June before start of trading) in exchange for the contribution of net dividend rights, (ii) the payment of the dividend in cash or (iii) a combination of the two previous payment options. Montea will apply to Euronext Brussels and Euronext Paris for the additional listing of the new shares and intends to have the new shares, with coupon no. 23 attached, traded on Euronext Brussels and Euronext Paris as of 15 June 2020.
The financial service is provided by Euroclear Belgium.
The agenda for the optional dividend is provided below:
| Thursday 14/05/2020 | Publication of Q1 2020 results |
|---|---|
| Monday 18/05/2020 | Meeting of the Board of Directors of Montea Management NV, statutory manager of the Company |
| Tuesday 19/05/2020 | Ordinary general meeting of shareholders |
| Friday 22/05/2020 | Ex-date dividend 2019 |
| Monday 25/05/2020 | Record date dividend 2019 |
| Tuesday 26/05/2020 (after close of trading) | Publication of Information Memorandum on optional dividend |
| Wednesday 27/05/2020 to Wednesday 10/06/2020 | Option period for the shareholder |
| Wednesday 10/06/2020 (after close of trading) | Announcement of the results of the optional dividend |
| Thursday 11/06/2020 (before start of trading) | Establishment of the increase of capital |
| Monday 15/06/2020 | (Expected) trading of new shares on Euronext Brussels and Euronext Paris |
| Monday 15/06/2020 | Payment of the optional dividend |
Pursuant to Article 37 of the RREC Act, transactions planned by the Company must be notified to the FSMA, and the relevant information must also be made public, if certain persons, as specified in Article 37, §1 of the RREC Act, act directly or indirectly as counterparties to those transactions or derive any financial advantage from them.
Pursuant to Article 37, §1 of the RREC Act, it is hereby announced that the following persons identified pursuant to said Article 37, §1 act as counterparty in the planned transaction or derive any financial advantage from it:
The proposed transaction is in the interest of the Company and is in line with the normal course of the Company's business strategy.
The issue price of the new shares has been calculated as the average closing price of the Company during the 30 calendar days preceding (and including) 15 May 2020. A discount is subsequently applied and the outcome of this amount is rounded off to two decimal places. In other words, the planned transaction will be carried out under normal market conditions, as required by Article 37, § 3 of the RREC Act.
Montea Comm. VA is a public property investment company (SIRP – SIIC) under Belgian law, specializing in logistical property in Belgium, France and the Netherlands. The company is a leading player on this market. Montea literally offers its customers space for growth by providing versatile, innovative property solutions. This enables Montea to create value for its shareholders. As at 31/03/2020, Montea's property portfolio represented total floor space of 1,337,872 m², spread over 69 locations. Montea Comm. VA has been listed on NYSE Euronext Brussels (MON) and Paris (MONTP) since 2006. Montea won the EPRA BPR Gold Award on 11/9/2019.
PRESS CONTACT FOR MORE INFORMATION Jo De Wolf | +32 53 82 62 62 | [email protected] www.montea.com
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