Leasinvest Real Estate SCA:
(Thomson Reuters ONE) -
Notice of a public offering for the subscription to a maximum of 926,038 new
shares within the framework op a capital increase in cash with preferential
subscription rights for an amount of maximum 60,655,489 EUR.
The manager of Leasinvest Real Estate has decided at present to increase the
capital of Leasinvest Real Estate, subject to a number of conditions, for an
amount of maximum 60,655,489 EUR by means of a public offering of a maximum of
926,038 new shares. This capital increase takes place within the framework of
the authorized capital, in conformity with art 603 of the Company Code and
article 7 of the articles of association, via a contribution in cash and in
respect of the preferential subscription rights of the existing shareholders.
The key elements of this capital increase are:
* Maximum amount: 60,655,489 EUR, including a potential share premium.
* Issue price of 65.5 EUR per new share; the issue price represents a discount
of 11.56% (taking into account the pro rata dividend) compared to the
closing price on 3 June 2013.
* Existing shareholders can acquire new shares by exercising the preferential
subscription rights linked to their existing shares. The holders of
preferential subscription rights can subscribe to new shares in accordance
with a ratio of 3 new shares for 13 preferential subscription rights.
* Subscribing to new shares by exercising the preferential subscription rights
is possible during the entire subscription period that runs from 5 June
2013 till 19 June 2013 included.
* The preferential subscription rights that have not been exercised at the end
of the subscription period, are converted into scrips that will be offered
for sale on 20 June 2013 to Belgian and institutional investors via an
accelerated private book-building.
* The eventual net proceeds of the sale of these scrips will be made available
to the holders of unexercised preferential subscription rights in accordance
with the conditions recorded in the prospectus.
* The payment of the new shares as a consequence of exercising the
preferential subscription rights or scrips and the delivery of the new
shares, will in principle take place on 25 June 2013.
* The new shares will in principle be tradable on NYSE Euronext Brussels as of
25 June 2013.
* BNP Paribas Fortis will act as "Sole Global Coordinator and Sole
Bookrunner"; ING Belgium and Belfius bank will be involved as "Co-Lead
Managers".
Within the framework of this capital increase, the following notice will be
published in De Tijd and l'Echo tomorrow, 4 June 2013:
+-----------------------+-+----------------------------------------------------+
|Subscription period | |From 5 June 2013 till 19 June 2013 included on NYSE |
|with preferential | |Euronext Brussels. |
|subscription rights | | |
+-----------------------+-+----------------------------------------------------+
|Issue price | |65.5 EUR per share, which represents, taking into |
| | |account the pro rata dividend, a discount of 8.56 |
| | |EUR compared to the closing price of 76.20 EUR on 3 |
| | |June 2013. |
+-----------------------+-+----------------------------------------------------+
|Ratio | |3 new shares Leasinvest Real Estate for 13 |
| | |preferential subscription rights. |
+-----------------------+-+----------------------------------------------------+
|Preferential | |The preferential subscription rights, represented by|
|subscription rights | |coupon nr 15 are detached from the existing shares |
| | |on 4 June 2013 after closing of the stock exchange. |
+-----------------------+-+----------------------------------------------------+
|Pro rata dividend | |The new shares will be issued without coupon nr 14 |
| | |that entitles to a dividend for the past financial |
| | |year, closed on 31 December 2012 and without coupon |
| | |nr 15 representing the preferential subscription |
| | |rights. |
| | |However, the new shares are entitled to the result |
| | |of the current financial year pro rata temporis, as |
| | |of the issue date of the new shares, i.e. in |
| | |principle on 25 June 2013. |
| | |Tot this effect coupon nr 16 will in principle be |
| | |detached from the existing shares on 4 June 2013 |
| | |(after closing of the stock exchange). This coupon |
| | |represents the entitlement to receive a part of the |
| | |dividends that would be allocated for the financial |
| | |year 2013, calculated pro rata temporis for the |
| | |period between 1 January 2013 and the issue date of |
| | |the new shares, i.e. in principle 25 June 2013. The |
| | |payment of the dividends that would be allocated for|
| | |the financial year 2013 takes place, in principle, |
| | |on 26 May 2014. |
| | |On the assumption that all other elements remain |
| | |unchanged, Leasinvest Real Estate aims at |
| | |distributing a gross dividend of 4.45 EUR for the |
| | |financial year 2013. On this basis the statutory |
| | |manager of Leasinvest Real Estate estimates the pro |
| | |rata gross dividend at 2.140 EUR. This estimate is |
| | |subject to a decision by the ordinary general |
| | |meeting on the dividend that will be distributed |
| | |with regard to the 2013 financial year. |
+-----------------------+-+----------------------------------------------------+
|Intention of the | |Ackermans & van Haaren SA and Extensa Participations|
|important shareholders | |II Sàrl (that is part of the group Ackermans & van |
| | |Haaren SA) who jointly hold 30.01%[1] of the |
| | |existing shares, have agreed, subject to a number of|
| | |conditions detailed in the prospectus, to exercise |
| | |all their preferential subscription rights and |
| | |consequently subscribe to new shares for an amount |
| | |of 18,200,354 EUR. |
| | |AXA Belgium SA that holds 29.0%[2]of the existing |
| | |shares, has agreed, subject to a number of |
| | |conditions detailed in the prospectus, to exercise a|
| | |number of its preferential subscription rights which|
| | |allows her to subscribe to new shares for an amount |
| | |of minimum 14,500,000 EUR. |
+-----------------------+-+----------------------------------------------------+
|Reasons for the offer | |The estimated proceeds of the capital increase will |
|and allocation of the | |in the short and medium term be allocated to the |
|proceeds | |financing of important additional investments. |
| | |The estimated proceeds of the capital increase, in |
| | |combination with the amount available on the exiting|
| | |credit lines, will allow Leasinvest Real Estate to |
| | |finance and realise important additional |
| | |investments. Moreover, it allows Leasinvest Real |
| | |Estate to reinforce its balance sheet structure that|
| | |leads to an improved flexibility for responding to |
| | |future interesting investment opportunities and to |
| | |sustain its further growth. The proceeds of the |
| | |capital increase will not be allocated to the |
| | |structural reimbursement of bank financing. |
+-----------------------+-+----------------------------------------------------+
|Underwriting | |BNP Paribas Fortis, ING Belgium and Belfius Bank |
| | |will agree, subject to a number of conditions, to a |
| | |soft underwriting for a maximum amount of |
| | |27,955,135 EUR. The main conditions of this soft |
| | |underwriting are detailed in the prospectus. |
+-----------------------+-+----------------------------------------------------+
|Admittance to trading | |During the entire subscription period the |
|of the preferential | |preferential subscription rights will be listed on |
|subscription rights | |NYSE Euronext Brussels with ISIN code BE0970128311. |
+-----------------------+-+----------------------------------------------------+
|Sale of unexercised | |The unexercised preferential subscription rights |
|preferential | |will be represented by scrips that will in principle|
|subscription rights | |be offered for sale on 20 June 2013 to Belgian and |
|(scrips) | |institutional investors via an accelerated private |
| | |book-building. The potential net proceeds of this |
| | |sale will be made available to the holders of |
| | |unexercised preferential subscription rights in |
| | |conformity with the conditions recorded in the |
| | |prospectus. |
+-----------------------+-+----------------------------------------------------+
|Publication of the | |The result of the subscription with preferential |
|results | |subscription rights, the subscriptions following the|
| | |execution of the scrips, as well as the amount |
| | |potentially due to the holders of unexercised |
| | |preferential subscription rights will be published |
| | |via an official notice in De Tijd and in l'Echo on |
| | |or around 21 June 2013. |
+-----------------------+-+----------------------------------------------------+
|Payment and delivery of| |In principle on 25 June 2013. |
|the new shares | | |
+-----------------------+-+----------------------------------------------------+
|Listing of the new | |The new shares will in principle be tradable on NYSE|
|shares | |Euronext Brussels as of 25 June 2013. |
+-----------------------+-+----------------------------------------------------+
|Prospectus | |The transaction note, the registration document and |
| | |the summary jointly form the prospectus for the |
| | |public offering for the subscription to the new |
| | |shares. The transaction note is available in Dutch |
| | |and in French. The registration document and the |
| | |summary are available in Dutch, in French and in |
| | |English. The prospectus will be made available, for |
| | |free, to the investors as of 4 June 2013 (after |
| | |closing of the stock exchange) at the registered |
| | |office of Leasinvest Real Estate (Bld. de la Woluwe |
| | |2, 1150 Woluwe-Saint-Pierre) as well as at the |
| | |registered office of the statutory manager of |
| | |Leasinvest Real Estate (Schermersstraat 42, 2000 |
| | |Antwerp). The prospectus will also be made freely |
| | |available to investors at BNP Paribas Fortis, upon |
| | |calling +32 (0)2 433 40 31 (NL), or +32 (0)2 |
| | |433 40 32 (FR), or +32 (0)2 433 40 34 (ENG), at ING |
| | |Belgium, upon calling +32 (0)2 464 60 01 (NL), or |
| | |+32 (0)2 464 60 02 (FR) or +32 (0)2 464 60 04 (ENG) |
| | |and at Belfius Bank, upon calling +32 (0)2 |
| | |222 12 02 (NL) or +32 (0)2 222 12 01 (FR). The |
| | |Prospectus can also be consulted as of 4 June 2013 |
| | |(after closing of the stock exchange) on the |
| | |websites of BNP Paribas Fortis |
| | |(www.bnpparibasfortis.be/sparenenbeleggen; |
| | |www.bnpparibasfortis.be/epargneretplacer), ING |
| | |Belgium (www.ing.be/aandelentransacties (NL), |
| | |www.ing.be/transactionsdactions (FR), |
| | |www.ing.be/equitytransactions (ENG) and Belfius Bank|
| | |(www.belfius.be) and on the website of Leasinvest |
| | |Real Estate (www.leasinvest.be). |
+-----------------------+-+----------------------------------------------------+
|Subscription | |At BNP Paribas Fortis, ING Belgium and Belfius Bank |
| | |or any other financial intermediary. The subscriber |
| | |has to inform himself with the latter on potential |
| | |costs he could incur. |
+-----------------------+-+----------------------------------------------------+
|Costs | |To the investors, no costs within the framework of |
| | |the capital increase will be charged, nor by |
| | |Leasinvest Real Estate nor by BNP Paribas Fortis, |
| | |ING Belgium and Belfius Bank. Leasinvest Real Estate|
| | |will bear the costs. |
+-----------------------+-+----------------------------------------------------+
An investment in shares holds important risks. Investors are invited to take
note of the risk factors described in chapter 1 'Risk factors' of the
transaction note. Any decision to invest in new shares, preferential
subscription rights or the scrips within the framework of the offer should be
based on all the information recorded in the prospectus. Investors need to read
the prospectus attentively before deciding to invest in Leasinvest Real Estate
shares.
This notice is in no way an offer to sell securities, nor a solicitation to make
an offer to acquire securities of Leasinvest Real Estate under Belgian law or
the law of any other jurisdiction. Investors may not subscribe to any of the
securities referred to in this notice based on the information recorded in it. A
prospectus with detailed information on Leasinvest Real Estate will, after its
approval by the FSMA, be available for free on the website of Leasinvest Real
Estate and on the website of NYSE Euronext Brussels.
No sale of securities will take place in any jurisdiction where such an offer,
solicitation or sale would be illegal without prior registration or approval
under the financial legislation of such jurisdiction. This notice is not an
offer to sell securities in the United States of America, Switzerland, Canada,
Australia or Japan, nor is this notice a public offering of securities in France
in the sense of article L.411.1 of the French Monetary and financial code (Code
monétaire et financier) and the general rules of the "autorité des marchés
financiers". The securities are not and will not be registered under the US
Securities Act of 1933, as modified, and may not be offered or sold in the
United States of America except in case of a registration or an applicable
exemption of registration under that Act. No communication of information on the
capital increase of Leasinvest Real Estate may be distributed among the public
in jurisdictions other than Belgium where prior registration or approval is
required to that end. No steps have been taken or will be taken with regard to
the offering of preferential subscription rights, scrips or shares outside of
Belgium in any jurisdiction where such steps should be required. The issue, the
exercise or sale of preferential subscription rights, scrips and subscription to
or acquisition of shares, preferential subscription rights or scrips are subject
to special legal and regulatory restrictions in certain jurisdictions.
Leasinvest Real Estate cannot be held liable in case these restrictions are
violated by any possible person. This notice is not a document containing an
offer or prospectus relating to the offering of securities by Leasinvest Real
Estate. Investors may not accept an offer of securities referred to in this
document, nor acquire them unless they act so based on information contained in
the relevant prospectus or offering document that will be published and
communicated by Leasinvest Real Estate. This document is not an offer to sell
nor a solicitation to acquire or subscribe to securities and one cannot use it
as a basis for any investment agreement or decision.
For more information, contact:
Leasinvest Real Estate
Jean-Louis Appelmans
CEO
T: +32 3 238 98 77
E: jeanlouis.appelmans(at)leasinvest.be
Leasinvest Real Estate SCA
Real estate investment trust (sicafi/vastgoedbevak) Leasinvest Real Estate SCA
mainly invests in high quality and well-located offices, retail and logistics
buildings in Belgium and the Grand Duchy of Luxembourg. At present, the real
estate portfolio of Leasinvest Real Estate comprises 53 buildings, of which 37
are located in Belgium and 16 in the Grand Duchy of Luxemburg, with a total
value of the real estate of approximately ? 600 million.
The sicafi is listed on Euronext Brussels and has a market capitalization of ?
306 million (value 3 June 2013).
--------------------------------------------------------------------------------
[1] Based on the information Leasinvest Real Estate has.
[2] Based on the information Leasinvest Real Estate has.
LRE_AnnoucementOffrer_ENG:
http://hugin.info/134797/R/1706839/565107.pdf
This announcement is distributed by Thomson Reuters on behalf of
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(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Leasinvest Real Estate Comm. VA via Thomson Reuters ONE
[HUG#1706839]
Unternehmensinformation / Kurzprofil:
Datum: 03.06.2013 - 21:56 Uhr
Sprache: Deutsch
News-ID 265992
Anzahl Zeichen: 21662
contact information:
Town:
Antwerp
Kategorie:
Business News
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