Share Issue/Capital Change • Oct 11, 2016
Share Issue/Capital Change
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11 October 2016 – Embargo until 8:15 am (CET)
Regulated information
Antwerp, Belgium – 11 October 2016 – Xior Student Housing NV, the Belgian real estate investment trust (BE-REIT) specialised in student housing in Belgium and the Netherlands, has successfully completed the previously announced acquisition of a student accommodation building in the heart of Breda consisting of 122 units. This acquisition was completed today following the contribution in kind of 100% of the shares of the Woonfront - Tramsingel Breda B.V. property company. As a result of this contribution, which entails a capital increase (including share premium) of approx. 10.6 million euro, 339,678 new shares were issued by Xior. The issue price is 31.30 euro per share.
Acquisition of a student accommodation building in Breda with 122 units successfully completed with a capital increase of approx. 10.6 million euro
On 2 June 2016, Xior announced that an agreement had been reached on the acquisition of 122 student rooms in Breda.1 This morning, this acquisition was successfully completed following the contribution in kind of 100% of the shares in the property company Woonfront-Tramsingel Breda B.V. to Xior's capital. The price of the shares in the property company is based on the global investment value of the property held by this company, i.e. approx. 12.4 million euro.
The new Xior shares were issued before the stock markets opened, as a result of a capital increase within the authorised capital2 , following a decision by the Xior board of directors on 11 October 2016. The
1 See press release dated 2 June 2016.
2 Through a contribution in kind to Xior of 100% of the shares in Woonfront - Tramsingel Breda B.V.
11 October 2016 – Embargo until 8:15 am (CET)
transaction resulted in an equity increase of 10,631,947 euro, of which 6,114,204.00 euro is assigned under capital and 4,517,743.00 euro is classified under share premiums.
With this acquisition, Xior has taken ownership of a fully renovated student complex, consisting of 122 independent student units. The property is within walking distance of the central station and city centre and various educational institutions. Xior already has 44 student units in Breda, and with this acquisition is expanding its holdings to 166 units, which leads to economies of scale for the management of the units.
The contributor was issued with 339,678 new Xior shares, for a total value of 10,631,947 euro. The issue price of the new shares (rounded off) is 31.30 per share, and is based on the average of the volumeweighted average price (or VWAP) for Xior shares, as listed on the Euronext Brussels website during the five trading days prior to 11 October 2016, minus the pro rata temporis part of the envisaged dividend for the 2016 financial year up to the issue date, to which the New Xior Shares confer no entitlement (i.e. rounded off EUR 0.88), minus a discount of EUR 1.44. These 339.678 new Xior shares are of the same type and confer the same rights as the existing shares. They will be entitled to participate in the Xior profits from 11 October 2016 (see below for more details of dividend entitlements). The company intends to request that trading in the New Xior Shares be allowed on the regulated Euronext Brussels market from 12 October 2016.
The selected method of acquisition (contribution in kind) allows the portfolio to be expanded with a healthy combination of different financing sources, while keeping the level of debt under control.
Given that the new Xior shares only confer a pro rata temporis right (subject to approval by the shareholders' meeting) to the dividend for the 2016 financial year (they will in fact only participate in Xior profits from today), coupon number 1 of the existing shares will be detached before the new shares are listed on Euronext Brussels. The existing Xior shares will be listed from 12 October 2016 ex-coupon number 1.
Xior is aiming to have the new shares listed on Euronext Brussels from 12 October 2016 with coupon number 2.
Following the capital increase and issue of new shares on 11 October 2016 as part of this transaction, Xior Student Housing NV discloses the following information, in accordance with Article 15 of the Law of 2 May 2007 on the disclosure of significant holdings:
Each of these shares confers one vote at the Shareholders' Meeting and these shares are therefore the denominator for the purposes of disclosures under the transparency rules (i.e. for example, notification in the event of reaching, exceeding or failing to meet thresholds specified by law or in the Articles of
11 October 2016 – Embargo until 8:15 am (CET)
Association). Xior Student Housing NV's Articles of Association do not provide for additional statutory thresholds. There are no outstanding options or warrants that confer rights to shares, nor preference shares or shares without voting rights.
Xior Student Housing NV Mechelsesteenweg 34, PO box 108 2018 Antwerp www.xior.be I [email protected]
Christian Teunissen, CEO Frederik Snauwaert, CFO Arne Hermans, CIO T +32 3 257 04 89
For more information about renting student rooms in Breda, please contact:
Xior Student Housing – Breda T +31 88 6000 180
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 and operator, Xior Student Housing has been building 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 30 June 2016, Xior Student Housing had a property portfolio worth approximately €214 million. More information is available at www.xior.be.
Xior Student Housing NV, Public RREC under Belgian law (BE-REIT) Mechelsesteenweg 34, PO box 108, 2018 Antwerp (Belgium) BE 0547.972.794 (Antwerp Company Register, Antwerp department)
This press release contains forward-looking information, projections, convictions, opinions and estimates produced by Xior in relation to the expected future performance of Xior and of the market in which it is active ('forward-looking statements'). By nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, that appear justified at the time at which they are made but which may or may not turn out to be accurate, and there is a risk that the forward-looking statements may not come to fruition. Some events are difficult to predict and may depend on factors outside of Xior's control. In addition, the forward-looking statements are only valid on the date of this press release. Statements in this press release relating to past trends or activities may not be interpreted as an indication that such trends or activities will persist in future. Neither Xior nor its representatives, officers or advisers can guarantee that the parameters upon which the forward-looking statements are based are free of errors, nor can they indicate, guarantee or predict whether the expected results set out in such a forward-looking
11 October 2016 – Embargo until 8:15 am (CET)
statement will ultimately be achieved. Actual profits, the financial situation and Xior's performance or results may therefore differ substantially from the information projected or implied in forward-looking statements. Xior expressly declines any obligation or guarantee to publicly update or review forward-looking statements unless it is required to do so by law. This press release has been prepared in Dutch and has been translated into English and French. In case of discrepancies between the different versions of this press release, the Dutch version will prevail.
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