Share Issue/Capital Change • Jan 17, 2025
Share Issue/Capital Change
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Antwerp, Belgium | 17 January 2025 | 7:30 CET Regulated information Inside Information
On 16 January 2025, Xior Student Housing NV (the "Company" or "Xior") launched a capital increase in cash within the authorised capital with cancellation of the statutory preferential subscription right of, and without granting irreducible allocation rights to the existing shareholders, through an exempted accelerated private placement with composition of an order book to institutional investors ("ABB").1
Xior announces that it has successfully completed the ABB and that 2,877,698 new shares (approx. 6.80% relative to existing shares) (the "New Shares") have been placed with institutional investors at an issue price of 27.80 EUR per share. This issue price represents a discount lower than 2% compared to the last available share price prior to the announcement of the ABB on Thursday 16 January 2025 of 28.3537 EUR (minus the value of coupon N°26, see below). Given the issue price and the number of New Shares, the capital increase results in gross proceeds of 80,000,004 EUR. The total demand exceeded several times the maximum number of shares offered.
The Company intends to use the net proceeds of the ABB to strengthen its position in Poland through the planned acquisition of 2 prime operational student residences in Wroclaw and Warsaw for a total investment value of 67 MEUR and an average initial gross yield of 10.5% as announced on 16 January 2025. The remaining amount will be used to repay debts for an amount of ca. 11.5 MEUR (see press release).
With this, Xior not only achieves further portfolio growth while maintaining profitability, but also strengthens its equity and reduces its debt ratio to below 50%.
Impact debt ratio: Pro forma, the debt ratio as at Q4 2024 falls to approx. 49.03%2 and LTV falls to approx. 49.64% compared to 50.64% and 50.99% respectively as at Q4 2024 (without the acquisitions and capital increase)
To enable the issue of the New Shares with dividend entitlement as of 1 January 2025, the Company has requested under the ABB to detach coupon N°26 from the existing shares with effect from 17 January 2025 before opening of the stock market. Coupon N°26 concerns the pro rata gross dividend right for the previous financial year 2024 from 18 April 2024 (inclusive) to 31 December 2024 (with a value of 1.2463 EUR). The New
1 See previous press releases of 16 January 2025.
2 The pro forma debt ratio as at Q4 2024 was calculated including the positive impact of approx. -0.5% of the second earn-out payment under the Basecamp transaction and including the intended capital increase.

Antwerp, Belgium | 17 January 2025 | 7:30 CET Regulated information Inside information
Shares will be issued with coupon N°27 and following attached and thereby entitle the holders to the profits from 1 January 2025. Upon the actual issue of the New Shares (expected on 21 January 2025), the existing shares and the New Shares will all be traded with coupon N°27 and following attached and thus have the same dividend rights.
The issue, delivery and admission to trading on the regulated market of Euronext Brussels of the New Shares is expected to take place on 21 January 2025 (T+2). The New Shares will have ISIN code BE0974288202, the same code as the existing shares.
Trading in the Xior share has been temporarily suspended as a result of this ABB and will resume today, at the opening of the stock exchange.
ING Belgium NV/SA and Van Lanschot Kempen N.V. are acting as Joint Global Coordinators and ABN Amro Bank N.V. in cooperation with ODDO BHF SCA, BNP Paribas Fortis NV/SA and KBC Securities NV/SA are acting as Joint Bookrunners in this transaction.
Under the ABB, the Company has committed to a 90-day standstill on the issuance of New Shares, subject to customary and market-based exceptions, including the planned capital increase for the payment of the second earn-out under the Basecamp transaction (see press release).
Xior Student Housing NV Frankrijklei 64-68 2000 Antwerp www.xior.be
Christian Teunissen, CEO Frederik Snauwaert, CFO [email protected] T +32 3 257 04 89
Xior Investor Relations Sandra Aznar IR & ESG Director [email protected] T +32 3 257 04 89



Antwerp, Belgium | 17 January 2025 | 7:30 CET Regulated information Inside information
Xior Student Housing NV is the first Belgian public regulated real estate company (RREC) specialising in the student housing segment in Belgium, the Netherlands, Spain, Portugal, Germany, Poland, Denmark and Sweden. Within this property segment, Xior Student Housing offers a variety of accommodation, ranging from rooms with shared facilities to en-suite rooms and fully equipped studios. Since 2007, as owner-operator, Xior Student Housing has built high-quality, reliable student accommodation for students looking for the ideal place to study, live and relax. A place with that little bit extra, where every student immediately feels at home.
Xior Student Housing has been accredited as a public RREC under Belgian law since 24 November 2015. Xior Student Housing's shares have been listed on Euronext Brussels (XIOR) since 11 December 2015. On 30 September 2024, Xior Student Housing held a property portfolio worth approximately EUR 3.3 billion. More information is available at www.xior.be.
Xior Student Housing NV, a Public RREC under Belgian law (BE-REIT) Frankrijklei 64-68, 2000 Antwerp, Belgium BE 0547.972.794 (Antwerp Register of Legal Entities, Antwerp Division)
These written materials, and any copy thereof, may not be directly or indirectly distributed in or to persons located, domiciled, resident, or physically present in 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, or in respect of residents, inhabitants or citizens of the United States of America, Australia, Canada, Japan, Africa, Switzerland or the United Kingdom. No offer to sell or subscribe for shares, or announcement of a forthcoming offer to sell or subscribe for shares, will be made in Belgium, the United States of America, Australia, Canada, Japan, South Africa, Switzerland, the United Kingdom 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 press release contains forward-looking statements or statements that could be considered as such. Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology., and contain x²statements made by the Company regarding the intended results of its strategy. Forward-looking statements are based on current expectations and involve a number of known and unknown risks, uncertainties and other factor that could cause Xior Student Housing NV's or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on forward-looking statements and Xior Student Housing NV does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.
This announcement is not for publication, distribution or release , directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") and must not be offered or sold in the United States of America, except pursuant to an applicable exemption from the registration requirements of the US Securities Act. The issuer of the securities has not registered, and does not intend to register, any portion of the transaction in the United States America. No public offering of securities is being made in the United States of America.
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 "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 European Economic Area (the "Prospectus Regulation")) ("Qualified Investors").
In the United Kingdom, this press release is only addressed to "qualified investors" as defined in article 2(e) of the Prospectus Regulation as amended and transposed into UK law under the European Union (Withdrawal) Act of 2018 and the European Union (Withdrawal Agreement) Act 2020 who are also (i) persons having 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"), (ii) "high net worth companies", "unincorporated associations", etc. falling within article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of new shares may otherwise lawfully be communicated and who can lawfully participate in the private placement (all such persons together being "Relevant UK Persons"). Any investment activity to which the following information relates will only be available to, and will only be undertaken with, Relevant UK 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

Antwerp, Belgium | 17 January 2025 | 7:30 CET Regulated information Inside information
is only addressed to "profession clients" as defined in article 4 of the Swiss act on financial services ("Finanzdienstleistungsgesetz") of 15 June 2018, as amended (the "FinSa"), in accordance with the prospectus exemption provided for in article 36 of the FIinSA. Any investment activity covered by this press release will only be available to, and will only be undertaken with, professional clients. The distribution of this press release in other jurisdictions may be restricted by law, and persons into whose possession this press release comes should inform themselves about and comply with any such restrictions. The offer is therefore exempted from the obligation to prepare and publish a prospectus under article 36 of the 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. This press release has been prepared in Dutch and has been translated into English and French. In case of discrepancies between the different versions of this press release, the Dutch version will prevail.
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 proceed to purchase, or take any other action in respect of the new shares.
Each distributor is responsible for conducting its own target market assessment in relation to the new shares and for determining appropriate distribution channels.
The Joint Global Coordinators & Joint Bookrunners have informed the Company that the following information is intended for distributors only. The information is provided by the Joint Global Coordinators & Joint Bookrunners and the Company does not accept any responsibility for it.
Solely for the purposes of the "product governance" requirements contained in: (a) EU 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 (collectively, the "MiFID II Product Governance Requirements"), the Joint Global Coordinators & Joint Bookrunners have informed the Company that they have subjected the new shares that are the subject of the Proposed Offering to a socalled product approval process, based on which it was determined that such new shares: (i) are compatible with an end-market of retail investors and investors meeting the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) are eligible for distribution through all distribution channels as permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should bear in mind that: the price of the new shares may fall and investors may lose all or part of their investment; the new shares offer no guaranteed income and no capital protection; and an investment in the new shares is only compatible with investors who do not require guaranteed income or capital protection, who are capable (alone or together with an appropriate financial or other adviser) of assessing the merits and risks of such an investment and who have sufficient resources to bear any losses that may arise from it. The Target Market Assessment does not affect the requirements of any contractual, statutory or regulatory selling restrictions in relation to the proposed Offer. It is further noted that notwithstanding the Target Market Assessment, the Joint Global Coordinators & Joint Bookrunners will only attract investors who meet the criteria of professional clients and eligible counterparties.
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