Share Issue/Capital Change • Jun 9, 2022
Share Issue/Capital Change
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PRESS RELEASE
Regulated information – Inside information Ternat, 9 June 2022
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
The Offering will start immediately after the publication of this press release. The Company has requested the suspension of trading of its shares on the regulated markets of Euronext Brussels and Euronext Amsterdam until the publication of the results of the Offering.
Subject to acceleration or extension, the order book will close tonight, 9 June 2022, after close of the market. The results of the Offering will be published in a press release, which is expected on or about 10 June 2022.
The Offering allows the Company to increase its financial fire power and strengthen its shareholders' equity in order to finance the investment pipeline and to be able to benefit from additional investment opportunities in the out-of-town retail real estate market (including EUR 10 million investments related to achieving its ESG ambitions).
The Company's debt ratio as at 31 March 2022 amounted to 49.15%. The expected net proceeds from the Offering are expected to have an estimated pro forma impact of up to -1.33% on the debt ratio, reducing it to around or below 47.82% by the end of June 2022.
The Offering will take place by means of an exempt private placement through an accelerated bookbuilding managed by the Joint Global Coordinators and Joint Bookrunners:
a) outside of the United States of America in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), in:
(Financial Promotion) Order 2005, as amended (the "Order"), or (y) "high net worth companies, unincorporated associations, etc." in the sense of article 49(2) (a) to (d) of the Order, or (z) are persons to whom an offer of new shares may otherwise lawfully be communicated and who can lawfully participate in the Offering; and
(iii) Switzerland, to investors that qualify as "professional clients" in accordance with Article 4 juncto 36 of the Swiss Financial Services Act ("Finanzdienstleistungsgesetz") of 15 June 2018, as amended ("FinSA"); and
b) in the United States of America (the "United States") only to a limited number of persons reasonably believed to be "qualified institutional buyers" (each, a "QIB"), as defined in and in reliance on Rule 144A under the US Securities Act ("Rule 144A") who have been provided with a QIB investor representation letter, within the meaning of, and pursuant to, Rule 144A or another available exemption from, or a transaction not subject to, registration under the US Securities Act.
The capital increase underlying the Offering will take place within the framework of the Company's authorised capital, which allows the Company to (amongst other things) increase its share capital up to 10% through contributions in cash with cancellation of the statutory preferential subscription rights and without allocation of priority allocation rights to its existing shareholders, in accordance with article 7:191 of the Belgian Code of Companies and Associations and article 26, §1, third paragraph of the Belgian Act on regulated real estate companies of 12 May 2014 (the "RREC Act"). The authorised capital was approved by the extraordinary general meeting of the Company held on 23 July 2018, and modified by the extraordinary general meeting of the Company held on 23 December 2019, and the Company will thereby for the first time use the mandate set forth under article 6.2(c) of its articles of association.
The final issue price and the final number of new shares to be issued, shall be determined by the Company in consultation with the Joint Global Coordinators and Joint Bookrunners.
The Offering shall commence immediately after the publication of this press release.
The Company has therefore requested that trading of its shares on the Euronext Brussels and Euronext Amsterdam regulated markets be suspended until the results of the Offering are published in a press release, which is expected on or around 10 June 2022.
The new shares will be issued in accordance with Belgian law and are ordinary shares that represent the capital, in the same form as the existing shares, fully paid-up, with voting rights and without nominal value. The new shares will confer the same rights as the existing shares.
The new shares will be issued with coupon no. 31 et seq. attached. The new shares therefore confer the right to profits as from 1 April 2022. Coupon no. 30, which represents the right to the dividends that can be allocated to the financial year ending on 31 March 2022 and is estimated to amount to EUR 4.60 per share, will be detached on 9 June 2022 after market close. Upon the actual issuance of the new shares, which is expected on 14 June 2022, the existing shares and the new shares will all trade with coupon no. 31 et seq. attached and hence have the same dividend rights.
The Company has submitted a request to Euronext Brussels and Euronext Amsterdam for the admission to trading of the new shares to be issued as a result of the capital increase. The new shares are expected to be admitted to trading on the Euronext Brussels and Euronext Amsterdam regulated markets immediately after their issue, which is expected to occur on 14 June 2022. The new shares will have ISIN-code BE0003720340, which is the same code as the existing shares.
As part of the Offering, the Company has committed to a 90-day standstill agreement, subject to customary exceptions. The standstill period can only be waived with the consent of the Joint Global Coordinators.
KBC Securities NV/SA and Belfius Bank NV/SA (in cooperation with Kepler Cheuvreux S.A.) act as Joint Global Coordinators and Joint Bookrunners of the capital increase (together referred to as "Joint Global Coordinators").
| Press release announcing the Offering, launch of the Offering and suspension of | 9 June 2022 |
|---|---|
| the Retail Estates shares | |
| Offering through accelerated bookbuilding | 9 June 2022 |
| Effective detachment of coupon no. 30 (after market close) | 9 June 2022 |
| Press release on the results of the Offering, the issue price and the number of | 10 June 2022 |
| new shares to be issued | |
| Announcement of allocation of new shares | 10 June 2022 |
| Start of trading of the existing Retail Estates shares, ex-coupon no. 30 (as of | 10 June 2022 |
| market opening) | |
| Payment for the new shares subscribed for in the Offering | 14 June 2022 |
| Determination of the realisation of the capital increase and delivery of the new | 14 June 2022 |
| shares to subscribers | |
| Admission to trading of the new shares on the regulated markets of Euronext | 14 June 2022 |
| Brussels and Euronext Amsterdam |
The Company can modify, by either accelerating or extending, the dates and times of the Offering and the periods indicated in the indicative timetable above. In case of modifications to the indicative timetable, the Company will inform Euronext Brussels and Euronext Amsterdam and the investors thereof through a press release and on the website of the Company.
The Belgian public real estate investment trust Retail Estates nv is a niche player specialised in making in out-of-town retail properties located on the periphery of residential areas or along main access roads to urban centres available to users. Real Estates NV acquires these real properties from third parties or builds and commercialises retail buildings for its own account. The buildings have useful areas ranging between 500m² and 3,000m². A typical retail building has an average area of 1,000 m².
As of 31 March 2022, Retail Estates nv has 987 premises in its portfolio with a total retail area of 1,177,577 m², spread over Belgium and the Netherlands. The occupancy rate of the portfolio was 97.83% on 31 March 2022, compared to 97.07% on 31 March 2021.
The fair value of the consolidated real estate portfolio of Retail Estates NV as at 31 March 2022 is estimated at € 1,759.88 million by independent real estate experts.
Retail Estates NV is listed on Euronext Brussels and Euronext Amsterdam and is registered as a public regulated real estate company.
This press release contains a number of forward-looking statements. Such statements are subject to risks and uncertainties which may lead to actual results being materially different from the results which might be assumed in this press release on the basis of such forward-looking statements. Major factors that may influence these results include changes in the economic situation, commercial, taxrelated and environmental factors.
Ternat, 9 June 2022
Jan De Nys, CEO of Retail Estates nv
For more information, please contact: Retail Estates nv, Jan De Nys – CEO, tel. +32 2/568 10 20 – +32 475/27 84 12 Retail Estates nv, Kara De Smet – CFO, tel. +32 2/568 10 20
These written materials, and any copy thereof, may not be directly or indirectly distributed in or to persons resident in the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, South Africa or any other jurisdiction where such distribution could constitute a breach of the applicable laws of such jurisdiction.
These written materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or subscribe for, or the announcement of a forthcoming offer to sell or subscribe for, or a solicitation of any offer to buy or subscribe for, or the announcement of a forthcoming solicitation of any offer to buy or subscribe for, existing or new shares of the Company in the European Economic Area (the "EEA") (except in the context of a private placement with Qualified Investors, as defined below), the United States, 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 the context of a private placement with Qualified Investors, as defined below), the United States, Australia, Canada, Japan, South Africa, Switzerland (except in the context of a private placement with Professional Clients, as defined below), 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 such jurisdiction, and the distribution of this communication in such jurisdictions may be similarly restricted. Persons into whose possession this communication comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the security laws of any such jurisdiction.
This announcement contains statements which are "forward-looking statements" or could be considered as such. These forward-looking statements can be identified by the use of forward-looking terminology, including the words 'believe', 'estimate', 'anticipate', 'expect', 'intend', 'may', 'will', 'plan', 'continue', 'ongoing', 'possible', 'predict', 'plans', 'target', 'seek', 'would' or 'should', and contain statements made by the Company regarding the intended results of its strategy. By their nature, forward-looking statements involve risks and uncertainties and readers are warned that none of these forward-looking statements offers any guarantee of future performance. The company's actual results may differ materially from those predicted by the forward-looking statements. The Company makes no undertaking whatsoever to publish updates or adjustments to these forward-looking statements, unless required to do so by law.
This communication does not constitute or form part of an offer of securities in the United States, or a solicitation to purchase securities in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or under the securities law of any state or jurisdiction in the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly within the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or jurisdiction of the United States. The issuer of the securities has not registered, and does not intend to register, any portion of the transaction in the United States. There will be no public offer of securities in the United States.
In relation to each Member State of the European Economic Area (each a "Relevant Member State") an offer of securities to which this communication relates is only addressed to and is only directed at (i) qualified investors in that Relevant 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 implementing measure in each Relevant Member State of the EEA (the "Prospectus Regulation")) in accordance with the prospectus exemption provided for in article 1(4)(a) of the Prospectus Regulation or (ii) natural or legal persons other than qualified investors, for a total consideration of at least EUR 100,000 per investor in accordance with the prospectus exemption provided for in article 1(4)(d) of the Prospectus Regulation ("Qualified Investors").
In the United Kingdom, this announcement is only addressed to and directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, "qualified investors" as defined in article 2 (e) of the Prospectus Regulation as amended and transposed into the laws of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020 (the "UK Prospectus Regulation") who are also (x) persons who have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (y) "high net worth companies, unincorporated associations, etc." in the sense of article 49(2) (a) to (d) of the Order, or (z) are persons to whom such information may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Persons who are not Relevant Persons should not take any action on the basis of this announcement and should not act or rely on it.
In Switzerland an offer of securities to which this communication relates is only addressed to and is only directed at "professional clients" within the meaning of article 4 iuncto 36 of the Swiss act on financial services ("Finanzdienstleistungsgesetz") of 15 June 2018 ("FINSA") (such persons being referred to as "Professional Clients"). The offer is therefore exempted from the obligation to prepare and publish a prospectus under FINSA and the securities will not be admitted to trading on any Swiss trading platform. This communication does not constitute a prospectus in accordance with FINSA and the Company will not prepare such prospectus in light of the offer of securities are referred to herein.
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