Notice of Dividend Amount • May 25, 2022
Notice of Dividend Amount
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Free translation, the Dutch version prevails Wednesday 25th of May 2022 – 14h00 Regulated information
Public limited company (société anonyme/naamloze vennootschap), Public Regulated Real Estate Company (Société Immobilière Réglementée (SIR) / Real Estate Investment Trust (REIT) under Belgian Law Office: 3 Horstebaan, 2900 Schoten Companies Registration No. 0456.378.070 (LPR Antwerp) (the "Company")
Schoten, Belgium – Wednesday 25 th of May 2022
The Board of Directors of Care Property Invest has decided on the 25th of May 2022 to offer the shareholders an optional dividend. As from May 31, 2022 until June 15, 2022 (15h00 CEST), shareholders will have the option to subscribe for one new share at an issue price of € 23.46 per new share in exchange for 37 coupons No. 14 per new share.
During the annual general shareholders' meeting of today, Wednesday May 25, 2022, the shareholders were informed of the specific conditions of this optional dividend, including the issue price and the option period. Thereafter, the annual general shareholders' meeting approved the dividend per share, which amounts to € 0.7461 gross per share (€ 0.6342 net per share, after deduction of 15% withholding tax), with regards to the dividend rights attached to coupon No. 14.
Care Property Invest's Board of Directors has decided to make use of the possibility to offer an optional dividend to its shareholders. In this context, the shareholders are offered the possibility to (i) contribute their net dividend claim in the capital of the Company, in exchange for the issuance of new ordinary shares, (ii) receive the dividend in cash, or (iii) opt for a combination of these two options.
The new ordinary Care Property Invest shares that will be issued within the context of the optional dividend, with coupon No. 16 attached, will share in the results of the Company as from January 1, 2022.
The contribution in kind of net debt claims into the capital of Care Property Invest within the framework of the optional dividend, and the resulting capital increase, strengthens the Company's equity and therefore lowers its (legally limited) debt-to-assets ratio. This offers Care Property Invest the possibility to take on additional debt financing in the future and enables the Company to further realise its growth objectives. The optional dividend
also allows funds to be retained within the Company (corresponding to the amount of the net dividend rights contributed to the Company's capital), which in turn strengthens the Company's financial position.
A shareholder who shares in the profit for the 2021 financial year therefore has the following choice:
• Contribution of the net dividend rights into the Company's capital in exchange for new ordinary Care Property Invest shares:
One new share may be subscribed for by contribution of the net dividend rights, represented by coupon No. 14, attached to 37 existing shares of the same form (each for an amount of the net dividend of € 0.6342). This roughly represents an issue price of € 23.46 per new share.
The issue price was determined on the basis of the 'volume weighted average share price' (or 'VWAP') of the Care Property Invest share, calculated over a period of five trading days on Euronext Brussels prior to the date of the capital increase decision, i.e. the period from May 18, 2022 up to and including May 24, 2022, and adjusted for the dividend rights attached to coupon No. 15, which will be detached on May 27, 2022, being € 24.33 rounded off.
The issue price of € 23.46 per share includes a discount of about 3.57 % compared to the reference share price used. The discount with regards to the closing price (after correction in light of the detachment of coupon No. 15) of the Care Property Invest share on May 24, 2022 amounts to around 2.74 %.
A total gross dividend of € 0.7461 per share will be paid (€ 0.6342 net, after deduction of 15% withholding tax), with regards to the dividend rights attached to coupon No. 14.
A combination of a contribution in kind of net dividend rights in exchange for the issuance of new shares and a payment of the net dividend in cash.
Shareholders are invited to make their choice in the context of the optional dividend as from Tuesday May 31, 2022 (09h00 CEST) and no later than Wednesday June 15, 2022 (15h00 CEST). Holders of registered shares can contact the Company, following the instructions they will receive by letter from the Company. Holders of dematerialized shares may contact the financial institution where they hold their shares and must follow the instructions of their financial institution in order to register their choice.
Shareholders that have not communicated their choice in the required manner on June 15, 2022 (15h00 CEST) at the latest, will have their dividend paid automatically and exclusively in cash.
The Information Memorandum which will be available on the Company's website (in Dutch and in English) as from Wednesday May 25, 2022 – under certain conditions –
(https://carepropertyinvest.be/en/investments/shareholder-structure/capital-increase/), contains further information about the optional dividend. Shareholders are encouraged to read this Information Memorandum carefully before making their decision.
The realization of the capital increase and the issuance of the new shares will be recorded on the date the dividend will be payable, i.e., Monday June 20, 2022; thus being the date of the effective payment of the dividend. As paying agent of the transaction of the optional dividend, KBC Securities NV will deliver the new shares and/or pay the cash portion, depending on the choice the shareholder has made. The results of the optional dividend will also be published on that day.
The Company will submit a request to Euronext Brussels for the additional listing of the new shares issued as a result of the capital increase within the framework of the optional dividend. It is intended that the new shares will be admitted to trading on Euronext Brussels on or around the issuance date (June 20, 2022).
The financial services relating to the optional dividend are provided by KBC Securities NV.
| Ex-date: detachment of coupon No. 14 – after the close of trading. The shares are listed on Euronext |
November 9, 2021 |
|---|---|
| Brussels without dividend rights as per 10 | |
| November 20211 | |
| General Meeting | May 25, 2022 |
| Publication of Information Memorandum | May 25, 2022 |
| Option period for the shareholders | May 31, 2022 (09h00 CEST) until June 15, 2022 |
| (15h00 CEST) | |
| Recording of capital increase | June 20, 2022 |
| Payment of the dividend related to coupon No. 14 | |
| by KBC Securities: issuance of new shares and | |
| payment in cash2 | |
| Publication of the results of the optional dividend | June 20, 2022 |
| Expected listing of new shares on Euronext | On or around June 20, 2022 |
| Brussels |
1 See press releases dated 17/06/2020 and 17/11/2021. As per November 10, 2021, the share listed ex-dividend coupon No. 14. This coupon represents the dividend right for the period 01/01/2021 - 09/11/2021 (included). Coupon No. 15 represents the dividend rights for the period 10/11/2021 – 31/12/2021 (included) and cannot be used in the context of the optional dividend but will be paid out in cash by Belfius, the Company's paying agent for coupon No. 15, on May 31, 2022. Coupon No. 15 with a value of 0.1239 EUR, will be detached on May 27, 2022 (with retroactive effect to December 31, 2021) after the close of trading. 2 It is possible that financial institutions may first deposit the net dividend and then debit the issue price when processing the optional dividend.
This written information is not intended for distribution, publication or release to or in the United States of America (USA) or to US citizens or persons residing in Australia, Canada, Japan, South Africa or Switzerland. The information provided herein does not constitute an offer to purchase any securities in the United States of America, Canada, Japan, South Africa, Switzerland, Australia or any other country or jurisdiction where their distribution is prohibited by law.
Care Property Invest's securities have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any other securities regulatory authority of any state or other jurisdiction in the United States of America. The securities may not be offered or sold in the United States of America without prior registration under the Securities Act, or unless the transaction is exempt from, or is not subject to, the registration requirements of the Securities Act and all applicable state legislation relating to securities. Care Property Invest will not register any part of the offering in the United States of America or make a public offer for securities in the United States of America.
The investors concerned are invited to read the Information Memorandum which, subject to certain customary restrictions, is available on the website of Care Property Invest (https://carepropertyinvest.be/en/investments/shareholder-structure/capitalincrease/).
Filip Van Zeebroeck CFO – Executive director [email protected] T +32 3 222 94 94 - M +32 494 91 10 93 Horstebaan 3, 2900 Schoten [email protected] www.carepropertyinvest.be
Peter Van Heukelom CEO– Executive director [email protected] T +32 3 222 94 94 - M +32 459 59 82 67 Horstebaan 3 2900 Schoten [email protected] www.carepropertyinvest.be
Care Property Invest NV/SA Horstebaan 3 2900 Schoten BE 0456 378 070 - LPR Antwerp Public RREC under Belgian law
Care Property Invest NV/SA is a Public Regulated Real Estate Company (public RREC) under Belgian law. The Company has been listed on Euronext Brussels for over 25 years and invests in high quality healthcare real estate for elderly and disabled people on the European market. Care Property Invest purchases, builds and renovates high-quality healthcare real estate (residential care centres, groups of assisted living apartments, residential complexes for people with a disability, etc.), fully tailored to the needs of the end user and then makes it available to solid healthcare operators on the basis of a long-term contract.
The Company has developed an international portfolio of 138 healthcare projects, spread across Belgium, The Netherlands, Spain and Ireland.
The Company aims to create a stable share for its shareholders with a low risk profile and a stable and steadily growing dividend.
| Ticker: | CPINV | |
|---|---|---|
| ISIN Code: | BE0974273055 | |
| Index listings: | • Belgium BEL Mid (Euronext Brussels) • Euronext Real Estate (Euronext Brussels) • |
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| GPR (Global Property Research) General Europe Index • GPR (Global Property Research) General Europe Quoted Index (excl. open-end bank funds) |
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| EPRA | EPRA member since December 2016. In September 2021, the Company received its fifth EPRA BPR Gold Award. |
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| Website | All further information can be found on our website, www.carepropertyinvest.be. |
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