Share Issue/Capital Change • Mar 28, 2018
Share Issue/Capital Change
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PRESS RELEASE
28 March 2018 – Embargo until 8:00 am (CET)
Regulated Information – Insider information
Information regarding the total number of voting rights (denominator) (Section 15 of the Transparency Act)
Antwerp, Belgium –28 March 2018 – Xior Student Housing NV, the Belgian real estate investment trust (BE-REIT) specialised in student housing in Belgium and the Netherlands, has completed a successful capital increase through an (indirect) contribution of land and existing structures as a part of the previously announced acquisition of a real estate project in Enschede. As a result of this contribution, which means a capital increase (including share premium) of approx. EUR 18 million, 517,628 new Xior shares were issued. The issue price is EUR 35 per share (rounded).
On 12 March 2018, Xior announced that it had signed an agreement on the acquisition of a student complex in Enschede (the Netherlands) consisting of 271 student rooms (166 self-contained units and 105 units that are not self-contained) at the former hospital on Ariënsplein. 1
Besides the student rooms, the transaction also includes two education facilities. The non- self-contained units and one education facility have already been rented out to educational institution Saxion for the long term (8 years and 10 years, respectively). The presence of Saxion makes the site a perfect hub for students and their accomodation, located near the heart of Enschede and with public transport nearby.
² Both parties agreed to effectively transfer the land and the structures that have already been redeveloped, by way of a contribution in kind into Xior's capital of the receivable resulting from the acquisition of the land and the existing constructions. The contribution value based on the value of the land and the (already completed) structures amounts to EUR 18,117,000. The further completion and commissioning of the other unfinished parts of the complex will occur in stages. The developer has provided a one-year rental guarantee for the unrented parts of the self-contained units and a three-year rental guarantee for the second education facility.
This project is being redeveloped and (indirectly) contributed by the L.I.F.E. group, from whom Xior has previously also acquired 143 student units in Maastricht (2016) and 69 units in Brussels (2017). L.I.F.E. will also be responsible for completing the student complex under the agreements between the parties.
The contribution was financed by 517,628 new Xior shares for a total value of EUR 18,117,000.00.
The new Xior shares were issued today, 28 March 2018, by means of a capital increase within the authorised capital, pursuant to a decision of the board of directors of Xior. The transaction resulted in an equity increase of EUR 18,117,000.00, of which EUR 9,317,304.00 is assigned to capital and EUR 8,799,696.00 is assigned to issue premiums.
The issue price of the new shares is EUR 35.000039 per share (rounded), and is based on the average of the volume-weighted average price (VWAP) for Xior shares on Euronext Brussels during the five trading days prior to 28 March 2018, minus the proposed dividend for the relevant pro rata part of the 2017 financial year represented by coupon number 5, to which the new Xior shares do not confer entitlement
1 See also our press release of 12 March 2018.
PRESS RELEASE
28 March 2018 – Embargo until 8:00 am (CET)
Regulated Information – Insider information
(EUR 0.635)2 , minus a EUR 1.60 discount. The new Xior shares will participate in the Company's financial result as from 1 January 2018 (see below for dividend rights).
The 517,628 new Xior shares are of the same type and carry the same rights as existing shares, except that they will be issued without coupon number 5. The new Xior shares will participate in the Company's financial result from 1 January 2018, and will be issued with coupons number 6 and following attached.
Given that the new Xior shares will only share in the Company's financial results (subject to approval by the Annual General Meeting) from 1 January 2018 (and not for the 2017 financial year), coupon number 5 of the existing shares will be detached before the new shares are listed on Euronext Brussels, such detachment being expected to take place on 29 March 2018 before opening. 3 The existing Xior shares will be listed ex-coupon number 5 from 29 March 2018.
Xior aims to have the new shares listed on Euronext Brussels from 3 April 2018 at the latest, with coupons number 6 and following attached.
Following the capital increase and issue of new shares on 28 March 2018 as part of this transaction, Xior Student Housing NV discloses the following information, in compliance with Article 15 of the Law dated 2 May 2007 on the disclosure of significant holdings:
Each of these shares confers one vote at the Annual General Meeting and these shares are therefore the denominator for purposes of publications under the transparency rules (i.e. notification in the event of reaching, exceeding or failing to meet the thresholds specified by law or in the Articles of 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.
For more information about this transaction please contact:
Xior Student Housing NV Mechelsesteenweg 34, Box 108 2018 Antwerp www.xior.be I [email protected]
Christian Teunissen, CEO Frederik Snauwaert, CFO Arne Hermans, CIO Tel. +32 3 257 04 89
2 See also the Annual Communiqué of 9 February 2018.
3 The payment for this coupon will only be made after, and is subject to, approval at the Annual General Meeting on 17 May 2018.
28 March 2018 – Embargo until 8:00 am (CET)
Regulated Information – Insider information
Xior Student Housing Tel. +31 88 6000 189 | Email: [email protected]
Xior Student Housing NV is the first Belgian public 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 communal 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 immediately feels at home.
Xior Student Housing has been accredited as a public RREC under Belgian law since 24 November 2015. Xior Student Housing NV's shares have been listed on Euronext Brussels (XIOR) since 11 December 2015. On 31 December 2017, Xior Student Housing had available a property portfolio worth approximately EUR 489 million. More information is available on www.xior.be.
Xior Student Housing NV, Public RREC under Belgian law (BE-RREC) Mechelsesteenweg 34, Box 108, 2018 Antwerp BE 0547.972.794 (Antwerp Register of Legal Entities, Antwerp section)
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 will not be realised. 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 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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