Share Issue/Capital Change • Jun 18, 2015
Share Issue/Capital Change
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Free translation. The Dutch version will prevail.
REGULATED INFORMATION 18 June 2015 – After the close of the stock market – Under embargo until 17:45 CET
Public limited liability company (société anonyme/naamloze vennootschap), Public Regulated Real Estate Company (Société Immobilière Réglémentée (SIR) / Gereglementeerde Vastgoedvennootschap (GVV)) under Belgian Law Registered Office: 3 Horstebaan, 2900 Schoten Companies Registration No. 0456.378.070 (LPR Antwerp) (the "Company")
Issue Price: 13.45 EUR per New Share
Scope: 2,825,295 New Shares subscribed to
Gross proceeds of the Offer: 38,000,217.75 EUR
Irrevocable Allocation Right: 32% of the offered shares were subscribed to by the Existing Shareholders
THIS ANNOUNCEMENT IS NOT INTENDED FOR DIRECT OR INDIRECT DISTRIBUTION IN THE UNITED STATES OF AMERICA, CANADA, SWITZERLAND, AUSTRALIA OR JAPAN, OR IN ANY OTHER JURISDICTION WHERE THIS WOULD BE PROHIBITED BY THE APPLICABLE LAW.
During the Subscription Period of the capital increase with irrevocable allocation right, which closed for Private Investors on 17 June 2015, and for Institutional Investors on 18 June 2015, 2,825,295 New Shares were subscribed to, i.e. 100% of the 2,825,295 New Shares offered. Consequently, the offer was fully-subscribed. The Issue Price was fixed at 13.45 EUR per share, and was determined on the basis of the Private Placement in which exclusively Institutional Investors were able to participate. Therefore, the gross proceeds of the capital increase amount to 38,000,217.75 EUR.
894,198 New Shares were subscribed to by Existing Shareholders, who exercised their Irrevocable Allocation Right according to the ratio of 3 New Shares to 11 No. 4 coupons, i.e. 32% of the New Shares offered. The No. 4 coupons which have not been presented by an Existing Shareholder as part of a subscription order, have expired at the end of the Subscription Period, and consequently have no further value and the Existing Shareholders will not receive any compensation.
1,076,741 New Shares were allocated to Private Investors other than Existing Shareholders, i.e. 56% of the New Shares offered for which no Irrevocable Allocation Right was exercised. This is more than the aim to allocate at least 25% of the New Shares for which no Irrevocable Allocation Right was exercised, to Private Investors, provided that there would be sufficient demand from Private Investors in Belgium. All purchase orders from Private Investors will be completely effectuated.
The balance, i.e. 854,356 New Shares or 44% of the New Shares offered for which no Irrevocable Allocation Right was exercised, was allocated to Institutional Investors.
Payment and supply of the shares shall be effected on 22 June 2015, subject to realisation of the capital increase on 22 June 2015. In principle, the New Shares will be tradable on Euronext Brussels from 22 June 2015, under the same ISIN Code as the Existing Shares (BE0974273055).
The New Shares will be issued with Coupon No. 5 and following attached. Coupon 5 represents the right to receive part of the dividend (in the event of a dividend) for the current financial year, (i.e. the pro rata temporis part commencing from the Issue Date, currently scheduled on 22 June 2015, up to and including 31 December 2015), on which the Shareholders Meeting or the Board of Directors of the Company may decide later.
Belfius and Petercam acted as Joint Global Coordinators and Joint Book Runners and KBC Securities as Co-Lead Manager.
For any additional information, please contact:
Peter Van Heukelom CEO/Managing Director [email protected] T +32 3 222 94 94 - F +32 3 222 94 95 - M +32 495 59 82 67
Horstebaan 3 2900 Schoten [email protected] www.carepropertyinvest.be
This announcement may not be considered as an offer or a solicitation of offers in a jurisdiction in which such an offer would be illegal (without respecting the obligations related to registration, or without respecting the relevant conditions related to exemptions from registration requirements). This announcement is not intended for direct or indirect distribution in or to the United States of America, Canada, Japan or Switzerland or in or to any other jurisdiction where such distribution would be illegal.
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