Share Issue/Capital Change • Nov 19, 2020
Share Issue/Capital Change
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

PRESS RELEASE
19 November 2020 – After closing of the market
Regulated Information Inside Information
Antwerp, Belgium – 19 November 2020 – On 19 November 20201 , Xior launched a capital increase in cash within the framework of the authorised capital with cancellation of the preferential subscription right of, and without granting an irreducible allocation right to, the existing shareholders, by means of an exempt accelerated private placement with institutional investors with the composition of an order book ("accelerated bookbuild" or "ABB").
Xior (the "Company") now announces that it has successfully completed the ABB and that the 1,093,611 new shares (the "New Shares") have been placed with institutional investors at an issue price of 50.00 EUR per share. This issue price represents a discount of 3.32% compared to the last price of the Xior share on Wednesday 18 November 2020 of 51.90 EUR (minus the estimated value of coupon N° 15, see below).
In view of the issue price and the number of New Shares, the gross amount of the capital increase amounts to 54,680,550 EUR. The main objective of the capital increase is part of the pursuit of a balanced financing structure and consists of allowing the Company to acquire new financial resources and to strengthen its equity capital so that it can continue to implement its growth strategy.
In order to enable the issue of the New Shares with dividend rights as of the issue date, the Company has requested in the context of the ABB to detach coupon N° 15 from the existing shares, as of 23 November 2020. Coupon N° 15 will entitle the Company to the pro rata temporis dividend for the current financial year from 7 October 2020 (inclusive) until 24 November 2020, with an estimated value of 0.1821 EUR2 . The New Shares will be issued with coupons N° 16 and following attached. The New Shares will therefore entitle the holder to the profit as from 25 November 2020. This means that, although the ABB relates to New Shares without coupon N° 15 attached, the existing shares will continue to trade with coupon N° 15 attached until 20 November 2020. On the actual issue of the New Shares (expected to take place on 25 November 2020), the existing shares and the New Shares will all trade with coupon N° 16 and following attached and will therefore have the same dividend rights.
The issuance as well as the delivery and admission to trading on the regulated market of Euronext Brussels of the New Shares are expected to take place on 25 November 2020.
Trading in the Xior share was temporarily suspended as a result of this private placement and will resume tomorrow, 20 November 2020, at the opening of the stock exchange.
Kempen & Co acted as Global Coordinator in this transaction. KBC Securities acted as Joint Bookrunner together with the Global Coordinator.
1 See earlier press release of 19 November 2020.
2This amount is based on the dividend forecast for the financial year 2020 with an estimated value of 1.36 EUR gross per share with a minimum payout of 80%, as included in the annual report published on 22 April 2020 and as recently reconfirmed in the interim communication on the Q3 results as per 30 September 2020, published on 23 October 2020.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

19 November 2020 – After closing of the market
Regulated Information Inside Information
Xior Student Housing NV Mechelsesteenweg 34, box 108 2018 Antwerp, Belgium www.xior.be
Christian Teunissen, CEO Frederik Snauwaert, CFO Bastiaan Grijpink, CIO [email protected] T +32 3 257 04 89
Xior Investor Relations Sandra Aznar Head of Investor Relations [email protected] T +32 3 257 04 89

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 and Portugal. 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 2020, Xior Student Housing held a property portfolio worth approximately EUR 1.392 billion. More information is available at www.xior.be.
Xior Student Housing NV, a Public RREC under Belgian law (BE-REIT) Mechelsesteenweg 34, box 108, 2018 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 resident in the United States, Australia, Canada, Japan, South Africa, Switzerland, 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
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

PRESS RELEASE
19 November 2020 – After closing of the market
Regulated Information Inside Information
the Company in Belgium, the United States, Australia, Canada, Japan, South Africa or Switzerland. 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, Australia, Canada, Japan, South Africa, Switzerland 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 forwardlooking 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 has not been and will not be any offer of securities in this transaction in the United States.
In relation to each Member State of the European Economic Area and the United Kingdom (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 EEA (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, (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 entities, etc. falling within Article 49(2)(a) to (d) of the Order, and (iii) any other person to whom it 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 "profession clients" within the meaning of article 4 iuncto 36 of the Swiss act on financial services ("Finanzdienstleistungsgesetz") of 15 June 2018 ("FINSA"). 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.
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.
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