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Cofinimmo Share Issue/Capital Change 2015

May 7, 2015

3933_iss_2015-05-07_7c501b1d-6a3e-424e-810b-c3202386d155.pdf

Share Issue/Capital Change

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REGULATED INFORMATION Brussels, embargo until 07.05.2015, 2:00 PM 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 MAY APPLY.

First stage of public offering successfully closed with 84.32% New Shares subscribed in Rights Offering - Launch of accelerated private placement of Scrips

Cofinimmo announces that in respect of its public offering to subscribe to a maximum of 3,004,318 New Shares at a price of €95.00 per new share as part of a capital increase in cash with preferential rights, 2,533,232 New Shares have been subscribed through the exercise of Preferential Rights (6 Preferential Rights giving the right to subscribe 1 New Share). This represents a subscription of 84.32% of the maximum offer amount of €285,410,210.00.

The subscription period with Preferential Rights closed on 06.05.2015. The 2,826,516 Preferential Rights, which have not been exercised during the Subscription Period will be converted into an equal number of Scrips which will be sold today in an accelerated private placement to qualified investors in the EEA or in accordance with another exemption from the obligation to publish a prospectus further to Article 3.2 of the Prospectus Directive, as implemented in Member States of the EEA, which will take place today as of 2:00 PM CET and is expected to end the same day.

Investors purchasing Scrips can subscribe to the remaining New Shares and thus irrevocably commit themselves to the same conditions as for the subscription with Preferential Rights: one (1) New Share at €95.00 for six (6) Preferential Rights in the form of Scrips.

The New Shares shall only be profit sharing as from the date of settlement of the capital increase (the Closing Date), i.e. the New Shares will be entitled to the dividend of the current financial year (started on 01.01.2015) to be declared by the General Shareholders' Meeting of 2016 calculated pro rata temporis as from the Closing Date of this transaction until 31.12.2015.

The net proceeds from the sale of these Scrips will be paid to the holders of unexercised Preferential Rights unless the average sales price per Scrip is less than €0.01, in which case they would be transferred to Cofinimmo.

The results of the sale of the Scrips and the final results of the public offering will be published in a press release, after the finalization of the accelerated private placement.

The payment of the subscription price, the settlement of the capital increase, the listing and the start of the trading of the New Shares on Euronext Brussels is foreseen on 12.05.2015.

REGULATED INFORMATION Brussels, embargo until 07.05.2015, 2:00 PM CET

PRESS RELEASE

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]

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.

www.cofinimmo.com

REGULATED INFORMATION Brussels, embargo until 07.05.2015, 2:00 PM 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 has been published in relation to the offering of the securities referred to in this announcement. A copy of the prospectus is available as set out in our press release of 21.04.2015 announcing the offering of the securities. 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.