Share Issue/Capital Change • Nov 9, 2023
Share Issue/Capital Change
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November 9, 2023 at 1 p.m. GMT
"Regulated Information – inside information"
Shurgard Self Storage Ltd ("Shurgard" or the "Company")
Shurgard (Euronext Brussels: SHUR), the largest developer, owner, and operator of self‐storage facilities in Europe, today announces the launch of a share capital increase in cash via an accelerated bookbuilding with international institutional investors for an amount of approximately €300 million (the "Capital Raise").
o BNP Paribas Fortis and J.P. Morgan Securities plc are acting as Joint Global Coordinators and Joint Bookrunners. ABN AMRO (in cooperation with ODDO BHF), Belfius Bank (in cooperation with Kepler Cheuvreux), Goldman Sachs International and KBC Securities are acting as Joint Bookrunners.
"We are delighted to come back to the equity markets to continue to fund our growth via acquisitions and developments. As released last week, Shurgard demonstrates its capacity to outperform the industry in Europe and reinforces its leadership with the support of our Board of Directors and engaged teams.
The pipeline of future new footage is developing strongly and has reached 14.5% of our total lettable area or 194,258 sqm with c.€483.0 million of investment value.
The net proceeds will allow us to continue our expansion mainly in Germany, London, Paris and Randstad.''
The Capital Raise shall take place by way of an exempt private offering by means of an accelerated bookbuilding procedure:
The final issue price and the final number of new shares to be issued, shall be determined by the Company in consultation with the banks mentioned below on the basis of the results of the above-mentioned ABB.
The new shares confer the right to profits as from 01.07.2023. The Board of Directors of Shurgard contemplates the allocation of a gross dividend of €1.17 per share for the 2023 financial year, subject to and payable after the ordinary general meeting in May 2024. An interim payment of €0.58 per share occurred in October 2023.
As part of the capital increase, Shurgard has committed to a standstill agreement lasting 180 days in relation to the issuance of the new shares, subject to customary exemptions, including, as the case may be, any optional dividend in shares or any issuance of new shares by way of contribution in kind, and which such standstill may be waived by the Joint Global Coordinators.
The reference shareholders Public Storage Group and New-York Common Retirement Fund both entered into separate lock-up agreements for 180 days following the placement.
| 09.11.2023 ABB | Press release announcing the capital increase (start of the ABB and suspension of trading of Shurgard shares) (during trading) |
|---|---|
| 10.11.2023 at the latest |
Press release with the results of the ABB, the issue price and the number of new shares to be issued Allocation of the new shares Resumption of trading of the Shurgard shares (subject to acceleration / extension of the ABB) |
| 14.11.2023 | Payment for the new shares subscribed for in the ABB Determination of the realisation of the capital increase and delivery of new shares to subscribers Admission to trading of the new shares on the regulated market of Euronext Brussels |
| Amounts in € millions At closing rate September 30, 2023 |
Property | Region | Country | Number of projects |
Project status (1) |
Completion date |
Net som (000) |
Direct project cost /Purchase price t2) |
|---|---|---|---|---|---|---|---|---|
| Scheduled to open in 2023 | 17 | 72.7 | 165.4 | |||||
| Major redevelopments | Unterfoehring | Munich | Germany | 1 | UC | $Dec-23$ | 3.5 | 5.4 |
| Rotterdam | Randstad | Netherlands | 1 | UC | Dec-23 | 45 | 22 | |
| Almere Buiten | Randstad | Netherlands | 1 | UC | $Dec-23$ | 1.2 | 1.9 | |
| Danmarksgatan (3) | Stockholm | Sweden | 1 | $\mathsf{C}$ | Mar-23 | 1.7 | 0.0 | |
| Euston | London | UK | 1 | C | $Jun-23$ | 0.7 | 0.1 | |
| Direct access units (4) | ÷ | 1 | UC | $Dec-23$ | 8.1 | 82 | ||
| New developments | Diemen Visseringweg | Randstad | Netherlands | 1 | C | May-23 | 4.0 | 32 |
| Amersfoort | Randstad | Netherlands | 1 | С | $Jul-23$ | 3.1 | 5.4 | |
| Portsmuiden | Randstad | Netherlands | 1 | C | $Oct-23$ | 7.5 | 6.1 | |
| Chadwell Heath | London | UK | 1 | С | Oct-23 | 6.8 | 17.9 | |
| Chiswick | London | UK | 1 | UC | $Dec-23$ | 6.5 | 24.5 | |
| Tottenham | London | UK | 1 | UC | $Dec-23$ | 8.2 | 21.3 | |
| M&A / Asset Acquisitions | Top Box $(5)$ | NRW/Frankfurt | Germany | 5 | C | Oct-23 | 17.1 | 69.2 |
| Scheduled to open in 2024 | 12 | 42.6 | 88.8 | |||||
| Major redevelopments | Top Box major redevelopments | NRW/Frankfurt | Germany | 4 | UC | 2024 | 6.6 | 4.9 |
| Hayes | London | ΠK | 1 | UC | 2024 | 4.2 | 8.9 | |
| Southwark | London | ΠK | 1 | UC | 2024 | 2.6 | 7.6 | |
| New developments | Charlottenburg | B erlin | Germany | 1 | UC | 2024 | 4.9 | 15.5 |
| Dusseldorf Neuss | NRW | Germany | 1 | UC | 2024 | 5.8 | 16.1 | |
| Wangen | Stuttgart | Germany | 1 | UC | 2024 | 7.0 | 16.4 | |
| Nieuwegein | Randstad | Netherlands | 1 | UC | 2024 | 45 | 8.7 | |
| 1 property | Randstad | Netherlands | 1 | CPA | 2024 | 2.8 | 2.6 | |
| 1 property | Randstad | Netherlands | 1 | CPA | 2024 | 4.1 | 8.1 | |
| Scheduled to open in 2025 | 10 | 64.8 | 188.2 | |||||
| New developments | 1 property | B erlin | Germany | 1 | CPA | 2025 | 10.3 | 27.8 |
| 1 property | Frankfurt | Germany | 1 | CPA | 2025 | 5.9 | 13.3 | |
| 1 property (Top Box) | Frankfurt | Germany | 1 | CPA | 2025 | 5.0 | 11.1 | |
| Leinfelden | Stuttgart | Germany | 1 | UC | 2025 | 6.6 | 19.8 | |
| 1 property (Top Box) | NRW | Germany | 1 | CPA | 2025 | 4.1 | 9.9 | |
| 1 property | Randstad | Netherlands | 1 | CPA | 2025 | 5.4 | 11.5 | |
| 1 property | London | UK | 1 | CPA | 2025 | 7.4 | 21.6 | |
| 1 property | London | UK | 1 | CPA | 2025 | 6.4 | 20.9 | |
| 1 property | London | UK | 1 | CPA | 2025 | 6.6 | 21.6 | |
| 1 property | London | UK | 1 | CPA | 2025 | 7.4 | 30.7 | |
| Scheduled to open in 2026 | $\overline{z}$ | 14.1 | 40.6 | |||||
| New developments | 1 property | Frankfurt | Germany | 1 | CPA | 2026 | 7.3 | 20.9 |
| 1 property | Stuttgart | Germany | 1 | CPA | 2026 | 6.7 | 19.7 | |
Figures as of September 30, 2023:
(¹) Constant Exchange Rate
( 2 ) Net debt to EBITDA ratio is calculated as the net financial debt (including leases) divided by trailing 12 months EBITDA
Shurgard is the largest provider of self storage in Europe. The company owns and/or operates 275 self-storage facilities and approximately 1.4 million net rentable square meters in seven countries: France, the Netherlands, the United Kingdom, Sweden, Germany, Belgium and Denmark.
Shurgard is a GRESB 5-star and Sector Leader, has a 'AA' ESG rating from MSCI, Sustainalytics Low risk, EPRA sBPR Gold medal. Shurgard is part of the BEL ESG index.
Shurgard's European network currently serves more than 190,000 customers and employs approximately 750 people. Shurgard is listed on Euronext Brussels under the symbol "SHUR".
For additional information: www.shurgard.com/corporate For high resolution images: https://shurgard.prezly.com/media
Caroline Thirifay, Director of Investor Relations, Shurgard Self Storage Ltd E-mail: [email protected] M: +44 75 96 87 57 13
Nathalie Verbeeck, Citigate Dewe Rogerson E-mail: [email protected] M: +32 477 45 75 41
This press release may not be directly or indirectly communicated, published or 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), Canada, Australia, Japan, South Africa or any other jurisdiction where such distribution could constitute a breach of the applicable laws of such jurisdiction.
This press release is for information purposes only and is in no way 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 press release 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)and article 1(5)(a) 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 para. 3 of the Swiss Financial Services Act ("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.
The company cannot not be held responsible if anyone violates the above restrictions.
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