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Cofinimmo — Capital/Financing Update 2015
Apr 9, 2015
3933_iss_2015-04-09_852c0cb2-0ad1-4f3e-85e0-a64f53260898.pdf
Capital/Financing Update
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REGULATED INFORMATION Brussels, embargo until 09.04.2015, 08:00 AM CET
NOT FOR DIRECT OR INDIRECT DISTRIBUTION, PUBLICATION OR RELEASE TO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER COUNTRY OR JURISDICTION WHERE ITS DISSEMINATION WOULD BE CONTRARY TO LAW. OTHER RESTRICTIONS APPLY.
Notification of the publication of a notice relating to a capital increase through a public offering of new shares with preferential subscription rights
Cofinimmo's Board of Directors announced the company's intention to proceed with a capital increase with preferential subscription rights, up to a maximum amount of €300 million.
In the context of this capital increase, a notice must be published in the annexes to the Belgian State Gazette, a national newspaper and a regional newspaper of the place where the company's registered office is located. This notice will be published today, 9 April 2015. It reads as follows:
"This notice is issued by Cofinimmo SA/NV in accordance with Article 593(2) of the Company Code. It is subject to approval of the prospectus by the Financial Services and Markets Authority (FSMA) and a decision by the board of directors to increase the company's capital within the limits of the authorised capital. This notice does not constitute an offer to purchase or subscribe to investment instruments.
Cofinimmo SA/NV announces that, subject, on the one hand, to approval by the FSMA of the prospectus for the transaction and, on the other hand, a decision by the board of directors to this end, it shall make a public offer of new shares, with preferential subscription rights for current shareholders, during a period of 15 days from the opening of subscription, i.e. in principle from 22 April 2015 until 6 May 2015 inclusive.
The maximum amount of the offer will in principle be EUR 300 million.
The preferential right will be represented by coupon no 25 (for the ordinary shares of Cofinimmo SA/NV), coupon no 14 (for the preferential shares 1 of Cofinimmo SA/NV), and coupon no 13 (for the preferential shares 2 of Cofinimmo SA/NV). Holders of registered shares will receive from Cofinimmo SA/NV a notice informing them of the number of preferential rights to which they are entitled as well as the procedure to follow in order to exercise or negotiate these rights. Shareholders whose shares are held in a securities account will in principle be informed by their financial institution of the procedure to follow in order to exercise or negotiate their preferential rights. Coupon no 25 (for ordinary shares), no 14 (for preferential shares 1) and no 13 (for preferential shares 2) will be detached the day before the opening of the subscription period (after market close).
It is foreseen that the preferential subscription rights relating to the ordinary shares and the new shares will be listed on Euronext Brussels.
REGULATED INFORMATION Brussels, embargo until 09.04.2015, 08:00 AM CET
PRESS RELEASE
The practical details of the offer and other information required by law (including the issue price and the subscription ratio) will be specified in the transaction note which, together with the registration document and the summary, form the prospectus to be made available the day before the opening of the subscription period.
BNP Paribas Fortis and KBC Securities will act as Joint Global Coordinators and, with ING Belgium, as Joint Bookrunners for this public offer of new shares with preferential subscription rights."
For further information:
Valérie Kibieta Ellen Grauls Head of External Communication and Investor Relations Manager Investor Relations Tel.: +32 2 373 94 21 Tel.: +32 2 373 60 36 [email protected] [email protected]
Forward-looking statements
Certain statements contained in this press release constitute or are based on forward-looking statements. Forward-looking statements are preceded or followed by or include words such as "believes", "shall do", "should", "estimates" and "anticipates" and include statements by Cofinimmo concerning the desired results of its strategy. Forward-looking statements imply a certain level of risk and uncertainty and readers are advised that they do not constitute a guarantee of future performance. Cofinimmo SA/NV's results may differ significantly from the predictions of its forward-looking statements. Cofinimmo SA/NV does not undertake to publicly update or revise forward-looking statements, unless required to do so by law.
About Cofinimmo:
Founded in 1983, Cofinimmo is the current leading listed Belgian real estate company, specialising in rental property and an important player on the European market.
The company holds a diversified property portfolio in Belgium, France, the Netherlands and Germany, worth over €3.2 billion and representing a total area of 1,780,000m². In keeping with demographic trends, its main investment areas are offices (41%), healthcare properties (40%), and distribution networks (17%). An independent company which consistently applies the highest corporate governance and sustainability standards, Cofinimmo services its tenants and manages its properties with its 110-person team based in Brussels.
Cofinimmo is listed on Euronext Brussels (BEL20) and benefits from REIT tax treatment in Belgium (RREC), France (SIIC) and the Netherlands (FBI). Its activities are overseen by the Financial Services and Markets Authority, the Belgian regulator.
At 31.12.2014, its total market capitalisation stood at €1.7 billion. The company pursues investment policies which seek to offer a high dividend yield and capital protection over the long term, targeting both institutional and private investors.
REGULATED INFORMATION Brussels, embargo until 09.04.2015, 08:00 AM CET
PRESS RELEASE
IMPORTANT INFORMATION
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein, 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 any such jurisdiction.
This document and the information contained herein are not for distribution in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"). This document does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities of Cofinimmo SA/NV ("Cofinimmo") have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold within the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. No public offering of the securities is being made into the United States.
In the European Economic Area, other than Belgium, this announcement is only addressed to and is only directed at qualified investors within the meaning of Directive 2003/71/EC (as amended, and together with any applicable implementing measures in any Member State, the "Prospectus Directive") ("Qualified Investors") and other persons to whom it may otherwise lawfully be communicated in accordance with an exemption from the obligation to publish a prospectus further to Article 3.2 of the Prospectus Directive.
In addition, in the United Kingdom, this announcement is directed at and for distribution only to Qualified Investors who are (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and (iii) other persons to whom this announcement may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). The securities referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this communication or any of its contents.
No announcement or information regarding the capital increase of Cofinimmo may be disseminated to the public in jurisdictions other than Belgium where a prior registration or approval is required for such purpose. No steps have been taken, or will be taken, for the offering of shares in any jurisdiction outside of Belgium where such steps would be required. The issue or sale of shares, and the subscription for or purchase of shares, are subject to special legal or statutory restrictions in certain jurisdictions. Cofinimmo is not liable if these restrictions are not complied with by any person.
A prospectus will be published in relation to the offering of the securities referred to in this announcement. Investors may not accept an offer of securities referred to herein, nor acquire such securities, unless on the basis of information contained in the prospectus. This announcement cannot be used as basis for any investment agreement or decision.