Share Issue/Capital Change • Dec 3, 2021
Share Issue/Capital Change
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PRESS RELEASE
Antwerp, Belgium - 3 December 2021 - Embargo until 8h00 (CET)
Regulated information Insider information
On 2 December 20211 , Xior launched a capital increase in cash within the framework of the authorized capital with cancellation of the preferential subscription right of (partly in favour of Aloxe NV/SA), and without granting an irreducible allocation right to, the existing shareholders, by means of an exempt accelerated private placement with institutional investors with composition of an order book ("accelerated bookbuild" or "ABB").
Xior (the "Company") now announces that it has successfully completed the ABB and that the 2,525,527 new shares (the "New Shares") have been placed with institutional investors at an issue price of EUR 46.00 per share. This issue price represents a discount of 4.2% compared to the last price of the Xior share on 2 December 2021 of EUR 49.10 (minus the estimated value of coupon N°19, see below). Within the framework of the ABB, 432,000 New Shares (approx. 17.1% of the total number of New Shares) were allocated to Aloxe NV/SA, the current reference shareholder of Xior, following the pre-allocation in accordance with the firm subscription commitment of Aloxe NV/SA2 .
In view of the issue price and the number of New Shares, the gross amount of the capital increase amounts to MEUR 116.2. The main objective of the capital increase is part of the pursuit of a balanced financing structure and to enable the Company to obtain new financial resources and to strengthen its equity capital so that it can continue to implement its growth strategy.
In order to enable the issue of the New Shares with dividend rights as of the issue date, the Company has requested in the context of the ABB to detach coupon N°19 from the existing shares, as of 3 December 2021 before trading hours. Coupon N°19 will entitle to the pro rata temporis dividend for the current financial year from 9 March 2021 (inclusive) until 6 December 2021, with an estimated value of EUR 1,07703 . The New Shares will be issued with coupons N°20 and following attached. The New Shares will therefore be entitled to the profits as from 7 December 2021. On the actual issue of the New Shares (expected to take place on 7 December 2021), the existing shares and the New Shares will all trade with coupon N°20 and following attached and thus have the same dividend rights.
The issuance as well as the delivery and admission to trading on the regulated market of Euronext Brussels of the New Shares are expected to take place on 7 December 2021.
Trading in the Xior share was temporarily suspended as a result of this private placement and will resume today, 3 December 2021, at the opening of the stock exchange.
1 See earlier press release of 2 December 2021.
2 See earlier press release of 2 December 2021.
3 This amount is based on the dividend forecast for fiscal year 2021 with an estimated value of EUR 1.44 gross per share with minimum payout of 80%, as included in the annual report published on 20 May 2021 and as recently reconfirmed in the interim communication on the 9M results as of 30 September 2021 published on 26 October 2021.
PRESS RELEASE
Antwerp, Belgium - 3 December 2021 - Embargo until 8h00 (CET)
Regulated information Insider information
ABN AMRO – ODDO BHF, Belfius/Kepler Chevreux, BNP Paribas Fortis, KBC Securities and ING acted as Joint Global Coordinators and Joint Bookrunners in this transaction.
Xior Student Housing NV Mechelsesteenweg 34, bus 108 2018 Antwerp www.xior.be
Christian Teunissen, CEO Frederik Snauwaert, CFO [email protected] T +32 3 257 04 89
Xior Investor Relations Sandra Aznar Head of Investor Relations [email protected] T +32 3 257 04 89
Xior Student Housing NV is the first Belgian public GVV, specialized in the segment of student housing in Belgium, the Netherlands, Spain and Portugal. Within this real estate segment, Xior Student Housing offers a variety of properties, ranging from rooms with shared facilities, rooms with private sanitary facilities to fully equipped studios. As owner and operator, Xior Student Housing has been building high-quality and reliable student accommodation for students looking for a place to study, live and work in ideal conditions since 2007. A room with just that little bit more, where every student feels at home immediately.
Xior Student Housing has been licensed as a public GVV under Belgian law since 24 November 2015. The shares of Xior Student Housing have been listed on Euronext Brussels (XIOR) since December 11, 2015. On 30 September 2021, Xior Student Housing has a real estate portfolio valued at approximately EUR 1.741 billion. More information is available at www.xior.be.
Xior Student Housing NV, Public Limited Company under Belgian Law (BE-REIT) Mechelsesteenweg 34, box 108, 2018 Antwerp BE 0547.972.794 (RPR Antwerpen, section Antwerpen)
PRESS RELEASE
Antwerp, Belgium - 3 December 2021 - Embargo until 8h00 (CET)
Regulated information Insider information
These written materials, and any copy thereof, may not be directly or indirectly distributed in or to persons located, domiciled, resident, or physically present in the United States of America, Australia, Canada, Japan, South Africa, or any other jurisdiction where such distribution could constitute a breach of the applicable laws of such jurisdiction.
These written materials are for information purposes only and are not 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, or in respect of residents, inhabitants or citizens of the United States of America, Australia, Canada, Japan, South Africa, Switzerland or the United Kingdom. No offer to sell or subscribe for shares, or announcement of a forthcoming offer to sell or subscribe for shares, will be made in Belgium, the United States, Australia, Canada, Japan, South Africa, Switzerland, the United Kingdom 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 contains forward-looking statements or statements that could be considered as such. These forward-looking statements can be identified by the use of forward-looking terminology, including the words "believe", "estimate", "anticipate", "expect", "intend", "may", "will", "continue", "ongoing", "possible", "predict", "plan", "intend", "seek", "should" or "serve", and contain statements made by the Company regarding the intended results of its strategy. By their nature, forward-looking statements involve risks and uncertainties and readers are warned that none of these forward-looking statements offers any guarantee of future performance. The company's actual results may differ materially from those predicted by the forward-looking statements. The Company takes no action to publish updates or modifications to these forward-looking statements, except as required by law.
This communication 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 of America. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or with any other securities regulatory authority of any state or other jurisdiction of the United States of America. The Company's securities may not be offered, sold or delivered in the United States of America except pursuant to an exemption from, or in a transaction subject to, the registration requirements of the US Securities Act and applicable state securities laws. There will not be any 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 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")) ("Qualified Investors").
In the United Kingdom, this press release is only addressed to (i) "Qualified Investors" within the meaning of Article 2(e) of the Prospectus Regulation as amended and transposed into UK law under the European Union (Withdrawal) Act of 2018 and the European Union (Withdrawal Agreement) Act 2020 (the "UK Prospectus Legislation") and (ii) persons having 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"), (ii) so-called high net worth entities, companies and associations without legal personality and the like falling within Article 49(2)(a) to (d) of the Order, and (iv) any other person to whom it may lawfully be disclosed (all such persons together being "Relevant UK Persons"). Any investment activity to which the
PRESS RELEASE
Antwerp, Belgium - 3 December 2021 - Embargo until 8h00 (CET)
Regulated information Insider information
following information relates will only be available to, and will only be undertaken with, Relevant UK 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.
In Switzerland an offer of securities to which this communication relates is only addressed to "profession clients" within the meaning of article 4 iuncto 36 of the Swiss act on financial services ("Finanzdienstleistungsgesetz") of 15 June 2018 ("FINSA"). Any investment activity covered by this press release will only be available to, and will only be undertaken with, professional clients. The distribution of this press release in other jurisdictions may be restricted by law, and persons into whose possession this press release comes should inform themselves about and comply with any such restrictions. 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.
Failure to comply with the legal provisions may constitute a violation of applicable laws in the United States of America, Australia, Canada, Japan, South Africa, Switzerland, the United Kingdom or any other applicable jurisdiction. The distribution of information from this press release or the Company's website, in jurisdictions other than Belgium, may be subject to legal restrictions and persons who become aware of and/or receive such information should inform themselves of the applicable legal restrictions and should comply with those restrictions. 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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