Major Shareholding Notification • Aug 3, 2016
Major Shareholding Notification
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3 August 2016 – Embargo until 5.40pm (CET)
Public disclosure of a transparency notification (Article 14 & 15 of the Belgian Transparency Law)
Antwerp, Belgium – 3 August 2016 – Xior Student Housing NV (the "Company" or "Xior") hereby announces that Christian Teunissen (CEO) and Frederik Snauwaert (CFO) have acquired the full shareholding of Mr Ben Van Loo in Aloxe NV, the reference shareholder and Promoter of the Company. By doing so, the CEO and CFO have increased their investment in Aloxe NV (in which they henceforth hold shares of 82% and 18% respectively), which is also in the interest of the further development of the Company. Furthermore, Christian Teunissen has become the Promoter of the Company together with Aloxe NV.
As described in the IPO Prospectus1 , on the date of the IPO Prospectus (and thus prior to the completion of the IPO) the company had one shareholder: Aloxe NV2 . The shareholders of Aloxe NV on that date were (directly and indirectly) Christian Teunissen (45%), Ben Van Loo (45%) and Frederik Snauwaert (10%). From the completion of the IPO onwards, Aloxe NV acted as the Promoter of the Company under Article 2, 13° of the Belgian Law on Regulated Real Estate Companies3 .
Xior hereby announces that Christian Teunissen (CEO) and Frederik Snauwaert (CFO) – who together already held 55% of the shares in Aloxe NV – have acquired the shareholding of the third shareholder, Mr Ben Van Loo. As a result, the CEO and CFO have increased their shareholdings in Aloxe NV to 82% and 18%, respectively, which demonstrates intensified engagement with and confidence in the Company. Aloxe NV holds 27.80% of the shares in the Company.
As a result of this acquisition, Christian Teunissen has acquired exclusive control over Aloxe NV and is now considered to be the Promoter of the Company together with Aloxe NV.
Xior believes that this will benefit the stability of the main shareholder, which is also considered to be in the interest of the further development of the Company.
1 Available (subject to standard restrictions) on the Company website www.xior.be.
2 Aloxe NV, a limited-liability company under Belgian law, with registered office at Mechelsesteenweg 34, bus 101, 2018 Antwerp, Belgium and registered with the Crossroads Bank for Enterprises under the company number 0849.479.874 (Antwerp Company Register, Antwerp department).
3 Law of 12 May 2014 on Regulated Real Estate Companies.
3 August 2016 – Embargo until 5.40pm (CET)
Regulated information
In accordance with Article 14, paragraph 1 of the Law of 2 May 2007 regarding the public disclosure of significant shareholdings (the "Transparency Law"), Xior Student Housing NV hereby publishes the following information.
On 3 August 2016, Xior Student Housing NV received a transparency notification following changes to the shareholding position for Aloxe NV, as outlined in the first part of this press release. The notification contains the following information:
| Item | Information |
|---|---|
| Reason for the notification | Acquisition of control of a company with a stake in an issuer |
| Notification by | A controlling person |
| Persons with an obligation to notify | Mr Christian Teunissen Aloxe NV (Mechelsesteenweg 34, bus 101, 2018 Antwerp, Belgium) |
| Transaction date | 3 August 2016 |
| Exceeded threshold (in %) | 25% |
| Denominator | 4,930,823 |
| Details of the notification |
| Holders of voting rights | # voting rights from previous notification |
# voting rights attached to shares |
% voting rights attached to shares |
|---|---|---|---|
| Christian Teunissen | 0 | 0 | |
| Aloxe NV | 1,297,499 | 1,370,885 | 27.80% |
| TOTAL | 1,370,885 | 27.80% |
| Chain of controlled undertakings through which the shareholding is actually held |
The stake in Xior Student Housing NV is directly held by Aloxe NV. Aloxe NV is controlled by Mr Christian Teunissen (directly and via Nevi BVBA, a company which is likewise controlled by Mr Christian Teunissen). |
|---|---|
| Remark | This notification is not made pursuant to an acquisition or transfer of shares in the issuer, Xior Student Housing NV, but as a result of the acquisition of control of Aloxe NV by Christian Teunissen. In order to avoid any misunderstanding, it is noted that the difference vis-à-vis the previous notification, of 73,386 shares, results from the issuance of such shares pursuant to the merger with CPG CVBA on 1 August 2016. |
3 August 2016 – Embargo until 5.40pm (CET)
Regulated information
Apart from the first part of the present press release, it is being mentioned that on 1 August 2016, the merger by acquisition of C.P.G. CVBA was completed, resulting in a capital increase. In accordance with Article 15 of the Law of 2 May 2007 concerning the disclosure of major shareholdings, Xior Student Housing NV therefore discloses the following information, as applicable on 1 August 2016:
Each of these shares confers one vote at the Shareholders' Meeting and these shares are therefore the denominator for purposes of publications under the transparency regulations (i.e. notification in the event of reaching, crossing or falling below the statutory or legal thresholds). Xior Student Housing NV's Articles of Association do not provide for an additional statutory threshold. No outstanding options or warrants have been issued that entitle their holder to shares, nor shares without voting rights.
Xior Student Housing NV Mechelsesteenweg 34, bus 108 2018 Antwerp www.xior.be I [email protected]
Christian Teunissen, CEO Frederik Snauwaert, CFO T +32 3 257 04 89
Xior Student Housing NV is the first Belgian public regulated real estate company (RREC) specialising in the student housing segment in Belgium and the Netherlands. Within this property segment, Xior Student Housing offers a variety of accommodation, ranging from rooms with shared facilities to en-suite rooms and fully-equipped studios. Since 2007, as owner-operator, Xior Student Housing has built high-quality, reliable student housing for students looking for the ideal place to study, live and relax. A place with that little bit extra, where every student will feel at home right away.
Xior Student Housing has been accredited as a public RREC under Belgian law since 24 November 2015. Xior Student Housing's shares have been listed on Euronext Brussels (XIOR) since 11 December 2015. On 31 March 2016, Xior Student Housing had a property portfolio worth approximately 206 million euros. More information is available at www.xior.be.
Xior Student Housing NV, Public RREC under Belgian law (BE-REIT) Mechelsesteenweg 34, bus 108, 2018 Antwerp (Belgium) BE 0547.972.794 (Antwerp Company Register, Antwerp department)
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