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Cofinimmo Share Issue/Capital Change 2023

Oct 5, 2023

3933_iss_2023-10-05_590f1748-ea50-47c7-85b5-a1e18fff16d1.pdf

Share Issue/Capital Change

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PRESS RELEASE

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION

Cofinimmo announces the successful placement of new shares via accelerated bookbuilding of 167 million EUR

As announced on 04.10.2023, Cofinimmo SA/NV (the "company") (Euronext Brussels: COFB) launched a capital increase in cash via accelerated bookbuilding (the "ABB") with international institutional investors, within the authorised capital, with cancellation of the preferential subscription right of existing shareholders and without granting an irreducible allocation right to existing shareholders (the "capital increase").

The company can now confirm that it has successfully completed the ABB. 2,785,805 new shares, which corresponds to approximately 8.2% of the outstanding capital prior to the capital increase, were placed with institutional investors at an issue price of 60.0 EUR per share. The issue price represents a discount of 6.6% compared with the last trading price on 03.10.2023 of 64.25 EUR per share. The gross proceeds of the capital increase amounts to approximately 167 million EUR.

The net proceeds reinforces the company's balance sheet and will finance the remaining amounts to be invested to complete ongoing development projects. Following this transaction, the pro forma debt-to-assets ratio would drop to approximately 43% at the end of 2023 (vs. 45.6%, i.e. the expected ratio at the end of the year, as published in the half-year press release dated 28.07.2023).

The issuance, delivery and admission to trading on the Euronext Brussels regulated market of the new shares are expected to take place on 09.10.2023.

Trading of Cofinimmo shares was suspended as a result of this ABB and shall resume today, as of the start of trading.

BNP Paribas Fortis, ING Belgium, Belfius Bank (in cooperation with Kepler Cheuvreux), and KBC Securities are acting as Joint Global Coordinators and Joint Bookrunners. ABN AMRO (in cooperation with ODDO BHF), Goldman Sachs International, and Van Lanschot Kempen are acting as Joint Bookrunners.

Jean-Pierre Hanin, CEO of Cofinimmo: "The success of this capital increase of almost 170 million EUR demonstrates that Cofinimmo has the support of the capital markets to implement its strategy. The proceeds of this transaction, together with ongoing divestments, will enable us to pursue our strategy, while maintaining a debt-to-assets ratio in line with our objectives."

REGULATED – INSIDE INFORMATION Brussels, [05.10.2023], 07:30 p.m. CET

PRESS RELEASE

For more information:

Philippe Etienne Lynn Nachtergaele Head of External Communication Head of Investor Relations Tel.: +32 2 373 60 32 Tel.: +32 2 777 14 08 [email protected] [email protected]

About Cofinimmo:

Cofinimmo has been acquiring, developing and managing rental properties for almost 40 years. The company has a portfolio spread across Belgium, France, the Netherlands, Germany, Spain, Finland, Ireland, Italy and the United Kingdom with a value of approximately 6.2 billion EUR. Responding to societal changes, Cofinimmo's mission is to provide highquality care, living, and working spaces to partner-tenants that directly benefit their occupants. 'Caring, Living and Working - Together in Real Estate' is the expression of this mission. Thanks to its expertise, Cofinimmo has assembled a healthcare real estate portfolio of approximately 4.5 billion EUR in Europe.

As an independent company applying the highest standards of corporate governance and sustainability, Cofinimmo offers tenant services and manages its portfolio through a team of approximately 160 employees in Brussels, Paris, Breda, and Frankfurt and Madrid.

Cofinimmo is listed on Euronext Brussels (BEL20) and benefits from the REIT status in Belgium (RREC), France (SIIC) and the Netherlands (FBI). Its activities are supervised by the Financial Services and Markets Authority (FSMA), the Belgian regulator.

PRESS RELEASE

Disclaimer:

This press release may not be directly or indirectly communicated, published or distributed in or to persons resident in the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia, Japan, South Africa or any other jurisdiction where such distribution could constitute a breach of the applicable laws of such jurisdiction.

This press release is for information purposes only and is in no way 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 the company in the European Economic Area (the "EEA") (except in the context of a private placement with Qualified Investors, as defined below), the United States, Australia, Canada (except in the context of a private placement with investors qualifying as "accredited investors" and "permitted clients", as defined below), Japan, South Africa, Switzerland (except in the context of a private placement with Professional Clients, as defined below) or the United Kingdom (except in the context of a private placement with Relevant Persons, as defined below). No offer to sell or subscribe for shares, or announcement of a forthcoming offer to sell or subscribe for shares, will be made in the EEA (except in the context of a private placement with Qualified Investors, as defined below), the United States, Australia, Canada (except in the context of a private placement with investors qualifying as "accredited investors" and "permitted clients", as defined below), Japan, South Africa, Switzerland (except in the context of a private placement with Professional Clients, as defined below), the United Kingdom (except in the context of a private placement with Relevant Persons, as defined below) 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 press release 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 will be no public offer of securities in the United States.

In relation to each Member State of the European Economic Area (each a "Relevant Member State") an offer of securities to which this communication relates is only addressed to and is only directed at (i) 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")) in accordance with the prospectus exemption provided for in article 1(4)(a)and article 1(5)(a) of 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, "qualified investors" as defined in article 2 (e) of the Prospectus Regulation as amended and transposed into the laws of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020 (the "UK Prospectus Regulation") who are also (x) persons who have 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"), or (y) "high net worth companies, unincorporated associations, etc." in the sense of article 49(2) (a) to (d) of the Order, or (z) are persons to whom such information 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.

PRESS RELEASE

In Canada, this announcement is only addressed to and directed at investors qualifying as (i) "accredited investors" (as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario)) and (ii) "permitted clients" (as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations).

In Switzerland an offer of securities to which this communication relates is only addressed to and is only directed at "professional clients" within the meaning of Article 4 para. 3 of the Swiss Financial Services Act ("Finanzdienstleistungsgesetz") of 15 June 2018 ("FINSA") (such persons being referred to as "Professional Clients"). 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.

The company cannot not be held responsible if anyone violates the above restrictions.