Share Issue/Capital Change • Dec 2, 2021
Share Issue/Capital Change
Open in ViewerOpens in native device viewer
PRESS RELEASE
Antwerp, Belgium – 2 December 2021 – Embargo until 14h00 (CET)
Regulated information Inside Information
1 Excluding the development pipeline in the portfolio of Quares Student Housing.
Antwerp, Belgium – 2 December 2021 – Embargo until 14h00 (CET)
Regulated information Inside Information
PRESS RELEASE
share for financial year 2022 compared to 2021 (taking into account the intended successful acquisition of Quares Student Housing and the further growth strategy).
The Company is launching a capital increase through the issuance of up to 2,525,572 New Shares placed via an exempt accelerated private placement ("accelerated bookbuild") with composition of an order book with institutional investors (the "ABB" or the "Offering").
The ABB starts immediately after the publication of this press release.
Xior has therefore requested the suspension of trading of the Xior share on the regulated market of Euronext Brussels until publication of the results of the ABB.
Subject to extension, the order book will close today, on 2 December 2021. The results of the ABB will be published in a press release which is expected on or around 3 December 2021.
The main objective of the Offering is part of the permanent pursuit of a balanced financing structure and to enable the Company to acquire new financial resources, to strengthen its equity capital in order to continue to implement its growth strategy and to strengthen the balance sheet.
The Company intends to use the net proceeds of the Offering, if applicable in combination with credit financing, to finance previously announced investments, to finance the pipeline as well as to have sufficient capacity for new investment projects as part of Xior's international expansion strategy.
For 2021, new investments worth approx. MEUR 332 have already been announced. If the public tender offer for Quares Student Housing is successfully completed, this amount will increase to approx. MEUR 500. On 11 October 2021, the Company announced its intention to launch a public tender offer for Quares Student Housing. This concerns an extensive up and running portfolio of more than 1,100 student rooms and 2 development projects with 181 rooms - this for a total investment value of approx. MEUR 156. The Company has sufficient funding for this public tender offer. However, the Offering allows the Company to maintain a sufficiently low debt ratio even after completion of this tender offer, and thus to have sufficient capacity for new projects.
The total value of the committed pipeline up to 2026 is at present approx. MEUR 782.52 , for which approx. MEUR 510 still needs to be invested in order to realise it in full. Approx. MEUR 160 of this pipeline will be
2 Excluding the development pipeline in the portfolio of Quares Student Housing.
PRESS RELEASE
Antwerp, Belgium – 2 December 2021 – Embargo until 14h00 (CET)
Regulated information Inside Information
delivered in 2022, for which MEUR 95.5 still has to be invested next year. This concerns 8 new residences with more than 1,500 additional lettable rooms that will generate income as of next academic year.
In Belgium and the Netherlands, the following projects will be delivered in 2022:
In Spain and Portugal, the following projects will be delivered in 2022:
After realisation of the full committed pipeline and if the public tender offer for Quares Student Housing is successfully completed, the portfolio will increase to over EUR 2.5 billion, with more than 20,000 lettable student units.
The Company is currently also actively negotiating various investment opportunities of different sizes and at different stages of a typical investment process. The Company is not in a position to provide more precise information at this time regarding their state of affairs, and in particular because none of the potential investment opportunities currently constitute irrevocable, unconditional (material) commitments of the Company. The Company is permanently active in the market to identify investment opportunities regarding student accommodation. Such investments represent the majority of the real estate investments made by the Company over the past 7 years.
The Company's consolidated debt ratio was 50.71% as at 30 September 2021. Upon successful completion of the intended public tender offer for Quares Student Housing, this debt ratio would increase to approx. 53.5%. The net proceeds of the capital increase have a pro forma impact of approx. 5.5% and bring the debt ratio to 48% based on the balance sheet as of 30 September 2021 and taking into account the intended successful acquisition of Quares Student Housing.
Based on the closing price of the Xior share on 1 December 2021 (EUR 49.70/share), the issuance of the maximum number of New Shares would generate gross proceeds of approx. MEUR 125. However, the final number of shares issued and the final issue price of the New Shares will be determined by the Company in consultation with the accompanying banks based on the results of the ABB.
The Offering will take place in the form of an ABB carried out by the accompanying banks outside the United States of America in reliance on Regulation S under the U.S. Securities Act of 1933, as amended ("U.S. Securities Act"), in:
PRESS RELEASE
Antwerp, Belgium – 2 December 2021 – Embargo until 14h00 (CET)
Regulated information Inside Information
This capital increase will take place within the framework of the authorised capital, with cancellation of the legal preferential subscription right of the existing shareholders and without granting an irreducible allocation right to the existing shareholders.
The final issue price and the final number of New Shares to be issued will be determined by the Company in consultation with the accompanying banks, taking into account the result of the ABB.
In the framework of the ABB use is made of the authorised capital, which was approved at the Extraordinary General Meeting held on 24 June 2021. Under this authorization, Xior's board of directors is permitted (among other things) to increase the capital of Xior through:
Neither of these two possibilities has been used to date, so that under the authorisation for authorised capital through cash (ABB's) the full maximum amount can still be issued, i.e. 2,525,572 shares.
The New Shares will be issued in accordance with Belgian law and are ordinary shares, fully paid up, with voting rights and without nominal value. They will have the same rights as the existing shares. See the section 'Dividend' below in relation to the dividend entitlement of the New Shares.
PRESS RELEASE
Antwerp, Belgium – 2 December 2021 – Embargo until 14h00 (CET)
Regulated information Inside Information
In order to enable the issuance of the New Shares with dividend entitlement as of the issue date, the Company has requested under the context of the ABB to detach coupon N°19 from the existing shares, effective as of 3 December 2021 before market opening.
Barring unforeseen circumstances, the Company targets a gross dividend of EUR 1.44 per share for financial year 2021 (a 6% increase compared to 2020). The Company therefore expects an increase in its earnings per share compared to the previous year, notwithstanding the fact that the number of shares increased by 32% during the course of 2020 and 2021 as a result of, among others, the successful capital increase of March 2021.
The amount of the expected gross dividend to be distributed for the 2021 financial year will be divided pro rata temporis among:
(i) Coupon N°17, which represents the pro rata temporis gross dividend right for the current financial year 2021 from its start (1 January 2021) until 8 March 2021 (inclusive) and already detached from the existing shares on 25 February 2021 (EUR 0.26433 taking into account the expected dividend for the current financial year 2021)
(ii) Coupon N°19, representing the pro rata temporis gross dividend right for the current financial year 2021 for the period starting from 9 March 2021 (inclusive) until and including 6 December 2021 (with an estimated value of EUR 1.07702 taking into account the expected dividend for the current financial year 2021);
(iii) Coupon N°20, which will represent the pro rata temporis gross dividend for the current financial year from 7 December 2021 (inclusive) until the end of the current financial year (with an estimated value of EUR 0.09872 taking into account the expected dividend for the current financial year 2021).
The New Shares will be issued with coupons N°20 and following attached. The New Shares will therefore be entitled to the profit as from 7 December 2021 (inclusive). This means that although the ABB relates to New Shares without coupon N°19 attached, the existing shares will continue to trade with coupon N°19 attached until 2 December 2021. On the actual issuance of New Shares (expected 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.
Xior's current reference shareholder, namely Aloxe NV, has committed itself irrevocably and unconditionally in respect of the Company to subscribe to the new shares placed in the ABB for 432,000 New Shares (this is approx. 17.1% of the Offering) at their final issue price. In doing so, the historical reference shareholder once again underlines its confidence in Xior and its future prospects. Aloxe NV made this fixed subscription commitment conditional upon obtaining the commitment of Xior to allocate the number of new shares corresponding to 432,000 New Shares guaranteed to Aloxe NV in the ABB, naturally at the final issue price determined within the framework of the ABB (by the other qualified and/or institutional investors participating in the ABB). Xior has committed itself to this pre-allocation in respect of Aloxe NV. In view of this pre-allocation, the statutory preferential subscription right is therefore cancelled, pursuant to Article 7:193 of the Companies and Associations Code, partly in favour of Aloxe NV. The legal conflict of interest rules (pursuant to Articles 7:96 and 7:97 of the Belgian Companies and Associations Code, as well as Article 37 of the GVV Act) are applied on behalf of Mr Christian Teunissen
3 This amount is based on the dividend forecast for financial year 2021 with an estimated value of EUR 1.44 gross per share with a minimum payout of 80%, as included in the annual report published on 20 April 2021 and as recently reconfirmed in the interim communication published on 26 October 2021 regarding the 9M results as of September 30, 2021.
PRESS RELEASE
Antwerp, Belgium – 2 December 2021 – Embargo until 14h00 (CET)
Regulated information Inside Information
and Mr Frederik Snauwaert, ultimate shareholders of Aloxe NV and directors of the Company. Aloxe NV is a related party of Xior within the meaning of Article 7:97 of the Belgian Companies and Associations Code. In connection with the pre-allocation and by extension (and to the extent necessary) the Capital Increase, a committee of independent directors of Xior has therefore issued an independent opinion. In addition, the auditor has reviewed the financial and accounting data set out in the relevant minutes of Xior's governing body and in the committee's opinion referred to above. The conclusion of the committee's advice and of the commissioner's assessment are included at the end of this press release, as is the notification in the context of article 37 of the GVV Act.
Under the framework of the ABB, the Company has committed to a 90-day standstill with regard to the issue of New Shares, subject to the usual exceptions.
In addition, Aloxe NV has committed to a 90-day lock-up with regard to the transfer of the shares it holds to third parties, subject to the usual exceptions.
A request has been filed for the admission to trading of the New Shares on the regulated market of Euronext Brussels, which is expected to take place on 7 December 2021. The New Shares will have ISIN code BE0974288202, the same code as the existing shares.
Subscribers must pay the issue price in full, in euros, together with any applicable stock exchange taxes and costs.
| Press release announcing the ABB (start of the ABB and suspension of trading in the Company's shares) (during trading hours) |
2 December 2021 |
|---|---|
| ABB (intra-day) | 2 December 2021 |
| Final Allocation of the New Shares | At the latest |
| 3 December 2021 | |
| Press release on the result of the ABB, the issue price and the number of | At the latest |
| New Shares to be issued - resumption of trading in the Company's shares | 3 December 2021 |
| Effective detachment of coupon N°19 representing the dividend right | 3 December 2021 |
| from 9 March 2021 to 6 December 2021 (before market opening) | |
| Start of trading of the Xior share ex-coupon N°19 (as from the opening of the markets) |
3 December 2021 |
| Payment of the New Shares subscribed for in the ABB | 7 December 2021 |
| Acknowledgement of the realisation of the capital increase and delivery | 7 December 2021 |
| of the New Shares to the subscribers | |
| Admission to trading of the New Shares on the regulated market of | 7 December 2021 |
| Euronext Brussels |
The Company may postpone, extend, shorten and/or pre-terminate the dates and times of the accelerated private placement and the periods indicated in the above timetable. In that case, the Company will inform Euronext Brussels and the investor thereof through a press release and the Company's website.
PRESS RELEASE
Antwerp, Belgium – 2 December 2021 – Embargo until 14h00 (CET)
Regulated information Inside Information
ABN AMRO – ODDO BHF, Belfius / Kepler Chevreux, BNP Paribas Fortis, KBC Securities and ING are acting as Joint Global Coordinators and Joint Bookrunners in this transaction.
In the context of this intended capital increase, Xior reaffirms its previously announced earnings forecast of EUR 1.80 per share (a 6% increase from 2020) and thus the intended gross dividend of EUR 1.44 per share (a 6% increase from 2020) with a minimum payout of 80%. Xior therefore expects an increase in its results per share again compared to the previous year, despite the fact that the number of shares increased by 32% in the course of 2020 and 2021, partly as a result of the successful capital increase of March 2021. Partly thanks to this capital increase, Xior was able to secure a strong project development pipeline, which in the course of 2021 and 2022 will be able to fully contribute to the return and intended further growth of the portfolio, the EPRA earnings and the dividend. By implementing the growth strategy, Xior expects to be able to realise an increase of at least 10% in the earnings per share (EPS) for the financial year 2022 compared with 2021 (taking into account the intended successful acquisition of Quares Student Housing and the further growth strategy).
For the expected growth in 2021 based on the further implementation of the project development pipeline, taking into account a targeted successful acquisition of Quares Student Housing, and including the capital increase, an expected debt ratio of approx. 48% at the end of 2021 is taken into account.
This outlook is based on current knowledge and situation and subject to unforeseen circumstances (e.g. further evolution and consequences of the Covid-19 pandemic).
PRESS RELEASE
Antwerp, Belgium – 2 December 2021 – Embargo until 14h00 (CET)
Regulated information Inside Information
Pursuant to Article 37 of the Regulated Real Estate Companies Act of 12 May 2014 (the GVV Act), the transactions planned by the Company must be notified to the FSMA, and the relevant data must also be disclosed, if one or more designated persons, as specified in Article 37, §1 of the GVV Act, directly or indirectly act as a counterparty in said transactions or get any material gain.
Pursuant to Article 37, § 1 of the GVV Act, we hereby inform you that the following people referred to by the aforementioned Article 37, §1 (can) act as counterparty or (can) get any material gain:
Aloxe NV/SA currently owns a rounded 17.11% of the Company's 4 shares and consequently has a shareholding in the Company within the meaning of the GVV Act.
The material gain for Christian Teunissen and Frederik Snauwaert of the Capital Increase consists in the fact that the company Aloxe NV, of which they are both the (ultimate) controlling shareholders, has irrevocably and unconditionally committed itself vis-à-vis the Company to subscribe to 432,000 new
shares, being approx. 17.1% of the new shares offered within the framework of the offering at their final issue price (the Fixed Subscription Commitment) as it shall be determined by the board of directors of the Company (or the, as the case may be, by the board of directors specially authorized directors and/or members of the executive management, with the exception of Christian Teunissen and Frederik Snauwaert, and/or Andries De Smet ) in consultation with the financial institutions that act as so-called "joint global coordinators" in this transaction, taking into account various parameters, including, among others, the results of the ABB mentioned above and the stock market price of the Company's shares. In doing so, the Company's board of directors also takes into account the valuation of the assets held by the Company (and its perimeter companies), pursuant to article 48, first section GVV Act. Aloxe NV/SA has made the Fixed Subscription Commitment conditional upon obtaining a guarantee from the Company to allocate the amount of new shares it has undertaken to issue under the Fixed Subscription Commitment to Aloxe NV/SA in the ABB (the Pre-Allocation).
The main objective of the Capital Increase is to seek a balanced financing structure and to allow the Company to obtain new financial means and to strengthen its own funds in order to continue the implementation of its growth strategy and to strengthen the balance sheet by reducing the debt ratio. The Company intends to use the net proceeds of the Offer, where appropriate in combination with credit financing, to fund its investment pipeline and further growth.
The Fixed Subscription Commitment underlying the Pre-Allocation provides the Company with the certainty that (if it chooses to implement the Capital Increase) approx. 17.1% of the new shares offered in the offering (being 432,000 new shares) will be subscribed to, at the final issue price. In addition, Aloxe NV, as the historical reference shareholder of the Company, once again demonstrates its confidence in
4 Based on the transparancy notifcation per 12 December 2018 and publicly available information (including the denominator as of 9 March 2021 (25,255,729).
Antwerp, Belgium – 2 December 2021 – Embargo until 14h00 (CET)
Regulated information Inside Information
PRESS RELEASE
the Company and its future prospects through its Fixed Subscription Commitment. The Company's board of directors believes that this will support the success and price-setting of the offering.
The Board of Directors wishes to support the granting of the Pre-Allocation and the resulting cancellation of the statutory preferential subscription right of (and without granting an irreducible allocation right to) the existing shareholders partly in favor of Aloxe NV/SA (and in line with the Pre-Allocation, the determination of the issue price) in the framework of the Capital Increase, and this in particular in view of the following circumstances:
As set out in the special report of the board of directors of the Company concerning the Capital Increase, the envisaged Capital Increase is in the interest of the Company and is within the framework of the Company's strategy.
This data will be made public in accordance with Article 37, § 2, 4th section of the GVV Act in conjunction with Article 8 of the Royal Decree of 13 July 2014 on regulated real estate companies. The data referred to in Article 37, § 2 of the GVV Act will also be explained in the annual financial report for the 2021 financial year and in the auditor's report.
"In view of the foregoing, the Committee advises the board of directors of the Company that the envisaged Capital Increase, which will take place in the context of the ABB, as well as the associated Fixed Subscription Commitment and the Pre-Allocation in respect of Aloxe NV/SA, is not contrary to the interests of the Company and is not unlawful.
The Committee is also of the opinion that it is highly unlikely the Fixed Subscription Commitment and/or the Pre-Allocation would result in disadvantages for the Company that would not be outweighed by the benefits set out in the above opinion."
PRESS RELEASE
Antwerp, Belgium – 2 December 2021 – Embargo until 14h00 (CET)
Regulated information Inside Information
Based on our review, nothing has come to our attention that causes us to believe that the accounting and financial information - included in the opinion of the Committee of Independent Directors dated 2 December 2021 and in the minutes of the Board of Directors dated 2 December 2021 - is not, in all material respects, fair and consistent with the information that we have obtained in the context of our engagement.
Since the prospective accounting and financial data and the assumptions on which they are based relate to the future and may therefore be affected by unforeseen events, we do not express an opinion on whether the reported actual results will correspond to those included in the future financial information and the differences may be material.
Our engagement was conducted solely in the context of the provisions of Article 7:97 of the Companies and Associations Code and our report can therefore not be used in any other context.
As the number of new shares is not known at the date of this report, no precise estimate can be made of the exact financial dilution effect that will be caused by the Capital Increase for the existing shareholders. We have determined that, starting from the given Net Asset Value per Share (IFRS), as determined by the Board of Directors, the dilution calculations included in the Special Report are arithmetically correct."
PRESS RELEASE
Antwerp, Belgium – 2 December 2021 – Embargo until 14h00 (CET)
Regulated information Inside Information
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)
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
PRESS RELEASE
Antwerp, Belgium – 2 December 2021 – Embargo until 14h00 (CET)
Regulated information Inside Information
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 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.
PRESS RELEASE
Antwerp, Belgium – 2 December 2021 – Embargo until 14h00 (CET)
Regulated information Inside Information
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.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.