The following information may not be disseminated publicly in other jurisdictions than Belgium

Transcription

1 Comm. VA Wereldhave Belgium SCA Openbare Gereglementeerde Vastgoedvennootschap Société Immobilière Réglementée publique Regulated information 26/01/ embargo until 01:00 PM The following information may not be disseminated publicly in other jurisdictions than Belgium CAPITAL INCREASE WITH PREFERENTIAL RIGHT FOR AN AMOUNT OF ,75 WITHIN THE FRAMEWORK OF THE AUTHORIZED CAPITAL THROUGH THE ISSUANCE OF NEW SHARES AGAINST AN ISSUE PRICE OF PER SHARE Issue Price : per new share Wereldhave Belgium 1. Subscription ratio : One (1) new share for ten (10) preferential rights. Subscription period : From 27 January 2015 (8 AM) up to and including 10 February 2015 (4PM). Right to Dividend : The new shares give right, in the event of distributable profit, to a dividend for the current financial year, which started on 1 January 2015 to end on 31 December 2015, and also to the dividends for the future financial years of the Company. Commitments of certain existing shareholders : Wereldhave NV, Wereldhave International NV and Federale Verzekering have committed themselves irrevocably to exercise all their preferential rights during the subscription period and to subscribe to the capital increase for a total amount of 37.3 million, i.e. 74,55 % of the new shares that are offered. Alongside the aforementioned firm subscription commitment Wereldhave NV has also committed to an additional commitment, namely to subscribe itself to maximum maximum New Shares (other than the package of new shares that make up the firm subscription commitment of Wereldhave NV), and this in the case and insofar not all scrips would be sold by BNP Paribas Fortis NV within the framework of the private placement. Detachment coupon No 18 and coupon No 19 : Coupon No 18 (which represents the preferential right) and coupon No 19 (which represents the dividend for the financial year 1 January December 2014), have been detached on 26 January 2015 after closure of Euronext Brussels. Placement of the scrips : 11 February The issue price represents a discount of % compared to the closing price of the existing shares on Euronext Brussels on 23 January 2015 (which amounted to ) and a discount of % compared to the theoretical price of the existing shares taking into consideration the detachment of the coupons No 18 and No 19. Medialaan 30 bus 6 T +32 (0) IBAN BE B-1800 Vilvoorde F +32 (0) BTW/TVA BE RPR/RPM Brussels

2 Subscription period After closure of the regulated market of Euronext Brussels on 26 January 2015 the shareholders of Wereldhave Belgium Comm. VA will receive a preferential right for each share in their possession. The preferential right, that is represented by coupon No 18, was detached from the existing shares on 26 January 2015 after closure of Euronext Brussels and will be listed from 27 January 2015 until 10 February 2015 on Euronext Brussels (ISIN-code BE ). The holders of preferential rights will have the right during the subscription period of 27 January 2015 (8AM) until 10 February (4PM), with respect of the applicable securities legislation, to subscribe to new shares against the subscription price and in accordance with the above mentioned subscription ratio. The preferential rights which at the end of this subscription period have not been exercised, will automatically be converted in an equal number of scrips. The scrips will be sold to institutional investors through means of a private placement. This will take place in principle on 11 February The investors that buy scrips, irrevocably commit themselves to exercise the scrips and as a consequence to subscribe to the new shares against the issue price and in accordance with the above mentioned ration. The net proceeds of the scrips will be put at the disposal of the holders of non-exercised preferential rights, except if the average sale price per scrip amounts to less than EUR In such a case the net proceeds of the scrips will be transferred to the company. The result of the public offering with preferential rights will be announced through means of a press release on or around 11 February 2015 before the opening of the market on Euronext Brussels. The results of the operation, the subscription to new shares with preferential rights and with scrips, will be announced on 12 February The payment of the subscription price, the capital increase and the permission to trade the shares on Euronext Brussels are expected for 16 February Reasons for the offering and use of the net proceeds Wereldhave Belgium Comm. VA will use the entire net proceeds of the capital increase with a view to finance the acquisition of a 99-year long lease right from De Vastgoedinvestering Kortrijk Ring Shopping Center NV (hereinafter referred to as IFKRSC ) regarding a large part of the shopping centre Ring Shopping Kortrijk Noord located at Ringlaan in Kortrijk, which until was the subject of the real-estate certificate Kortrijk Ring Shopping Center (the so-called economic ownership ) and of which the legal ownership was held by IFKRSC. The total investment (amounting to 80 million) is financed in part by the proceeds of the capitalisation ( 49.5 million) and in part, the remaining balance ( 30.5 million), by drawing down on an existing line of credit. Even though the company could fully finance the aforementioned acquisition through the existing lines of credit, the company is faced with the limit to its debt ratio of 33% as a result of the deviation pursuant to Article 30, 3 and 4 of the Law on regulated real estate companies, because the Shopping Centre Belle-Ile in Liège makes up more than 20% of the company s consolidated assets (as at 31 December 2014 the share of the shopping centre Belle-Ile in Liège makes up 21.3% of the

3 total consolidated assets of the company). This acquisition has the consequence of exceeding, albeit slightly, the current debt ratio, but thanks to the current public offering in which the company has obtained firm subscription commitments from certain existing shareholders and has entered into a placement agreement ("hard underwriting agreement") with BNP Paribas Fortis NV, the full amount of the capital increase shall be underwritten, in order to ensure that the current debt ratio (currently 34%) will then also immediately fall back to under the 33% threshold. The aforementioned acquisition regarding a large part of the Ring Shopping Kortrijk Noord shopping centre is also fully in line with the company s investment strategy as a public regulated real-estate company, which is orientated toward investments with focus on shopping centres. Furthermore, this investment takes place to put an end to the fact that the shopping centre Belle-Ile in Liège makes up more than 20% of the company s consolidated assets, so that the 33% restriction on the company s debt ratio is removed. As a result of the acquisition of the aforementioned 99-year long lease right regarding a large part of the Ring Shopping Kortrijk Noord shopping centre, the share of the shopping centre Belle-Ile in the company s total consolidated assets has decreased, on the Date of the Prospectus, from 24.17% of the total consolidated assets as at 30 September 2014 to 21.3% as at 31 December The intention of Wereldhave Belgium Comm. VA is to bring the share of the shopping centre Belle-Ile under the aforementioned 20% threshold at the latest on 31 December Right to dividend The new shares will share in the result of the current financial year which started on 1 January 2015 and which ends on 31 December The existing shares will share in the result of the previous financial year which started on 1 January 2014 and which ended on 31 December The annual general meeting of 8 April 2015 will decide on the annual dividend for 2014 at the occasion of the approval of the annual accounts of the 2014 financial year, following the proposal of the manager of Wereldhave Belgium Comm. VA. The annual dividend of 2014 is represented by coupon No 19 of the existing shares, which shall be detached on 26 January 2015, after closing of trading on Euronext Brussels. The expected dividend for the 2014 financial year amounts to EUR 4.60 gross per existing share and EUR 3.45 net per existing share. It must be noted that coupon No 19 does not represent any dividend, interim dividend or intermediary dividend, but rather a right, which is conditional to the decision of the annual general meeting of 8 April 2015 to approve the company financial statements as at 31 December 2014 (showing sufficient profit for the payout of the proposed annual dividend as at 31 December 2014), including the proposed annual dividend as at 31 December Coupon No 19 is not listed.

4 Decisions of certain existing shareholders and placement agreement Wereldhave NV, Wereldhave International NV and Federale Verzekering have made an irrevocable commitment to exercise all of their preferential rights during the subscription period and to subscribe to the capital increase for a total amount of EUR 37.3 million. Alongside the aforementioned firm subscription commitments, Wereldhave NV has also entered into to the additional commitment, to subscribe itself, in the event and insofar not all scrips are sold by BNP Paribas Fortis NV within the framework of the private placement (and this prior to BNP Paribas Fortis NV having to resort to the firm acquisition of the remaining new shares by virtue of the placement agreement) to an additional number of new shares (other than the package of new shares that make up the firm subscription commitment of Wereldhave NV) to enable Wereldhave NV, together with Wereldhave International NV (and after exercise by Wereldhave NV and Wereldhave International NV of all their Preferential Rights by virtue of their respective firm subscription commitments) to hold 70% of the sum of the existing shares and the new shares - 1 new share. On the basis of the placement agreement BNP Paribas Fortis NV has committed itself to subscribe to the remaining new shares ("hard underwriting commitment"). Subscription Subscriptions to the offering can be registered directly and free of charge for the existing shareholders or holders of preferential rights with BNP Paribas Fortis NV, if they have a client account there, or indirectly through another financial intermediary. Subscribers to the offering are requested to inform themselves about the expenses that could be charged by these other financial intermediaries. These costs must be paid by the subscribers themselves. At the time of subscription, subscribers must submit to BNP Paribas Fortis NV a corresponding number of preferential rights per new share subscribed to in accordance with the Subscription ratio. For dematerialised preferential rights, the institution to which they submit their subscription will book the coupons No 18 from their securities account. Prospectus The prospectus dd. 26 January 2015 is available in Dutch. The summary dd. 26 January 2015 is also available in French and in English. The prospectus can be consulted as from 26 January after closure of the stock exchange on the website of BNP Paribas Fortis ( and on the website of the Company ( The prospectus will as from 26 January 2015 after closure of the stock exchange be made available to the investors, free of charge, at the registered seat of the Company, Medialaan 30, bus 6, at 1800 Vilvoorde (+32 (02) ). The prospectus will also be made available to the investors, free of charge, with BNP Paribas Fortis after request thereto by calling the telephone number +32 (0) Investments in new shares, preferential rights and scrips carry important risks. Each decision to invest in securities of Wereldhave Belgium Comm. VA must be based on a thorough study of the prospectus

5 and the risk factors recorded therein (see chapter 3 "Risk factors" of the prospectus). Wereldhave Belgium Comm. VA has only taken steps for a public offering of new shares in Belgium. No sale of securities shall take place in any jurisdiction wherein such offering, invitation or sale would be illegal without prior registration or approval according to the financial legislation of such jurisdiction.

6 Indicative calendar Publication in the Belgian State Gazette of the announcement relating to the capital increase with Preferential Right, in accordance with Article 593 of the Companies Code. 19 januari 2015 Decision of the Manager to increase the company s capital 23 januari 2015 Determination of the Issue Price/Subscription ratio/amount of the Offering 26 januari 2015 Detachment of coupon No 18 which represents the Preferential Right and 26 januari 2015 coupon No 19 which represents the dividend for the financial year 1 January 2014 to 31 December 2014 (after closure of stock exchange). Trading of Shares ex-preferential Right 27 januari 2015 Press release with announcement of the Operation and publication of the 26 januari 2015 Prospectus Opening of Subscription Period with Preferential Right and start of listing of 27 januari 2015 (8AM) Preferential Right End of listing of Preferential Right 10 februari 2015 Closing of Subscription Period with Preferential Right 10 februari 2015 (4PM) Press release with the result of the Offering with Preferential Right 11 februari 2015 Private Placement of the unexercised Preferential Rights in the form of Scrips 11 februari 2015 Allocation of the Scrips and subscription to New Shares by exercising the 11 februari 2015 Scrips Press release with the results of the Offering with Preferential Right, the 12 februari 2015 Private Placement of Scrips and announcement of sale proceeds Scrips Settlement: payment of the Issue price and delivery of the New Shares 16 februari 2015 Admission to trading of the New Shares on Euronext Brussels 16 februari 2015 Payment of the sales proceeds from Scrips 16 februari 2015

7 Vilvoorde, 26 January 2015 Statutory Management Company - NV Wereldhave Belgium SA For additional information: L. Plasman / E. De Landtsheer investor.relations@wereldhavebelgium.com This press release does not constitute an offer to sell securities or an invitation to make an offer to buy securities in Wereldhave Belgium Comm. VA and no securities will be sold in any jurisdiction wherein such an offering, invitation or sale is illegal without prior registration or approval under the financial legislation of that jurisdiction. This notice is not an offer to sell securities in the United States of America, Canada, Australia or Japan. The securities have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States of America unless registered or appropriate exemption from registration thereunder. Giving notice or disseminating information about a capital increase of Wereldhave Belgium Comm. VA to the public in jurisdictions other than Belgium, where prior registration or approval is required for such purpose, is not allowed. No steps have been or will be taken with regard to the offer of preferential rights, scrips or shares outside Belgium in any jurisdiction where such steps would be mandatory. The issue, exercise or sale of Preferential Rights, scrips and subscription to or purchase of shares, Preferential Rights or scrips are subject to specific legal or regulatory restrictions in certain jurisdictions. Wereldhave Belgium Comm. VA will not be liable if such restrictions are violated by any person whosoever. This notice is not an offer document or prospectus in connection with an offer of securities by Wereldhave Belgium Comm. VA.