REGULATED INFORMATION – INSIDE INFORMATION
25 November 2022, Antwerp, Belgium – 10h30 a.m.
VGP rights offering (with non-statutory preferential rights for existing shareholders) of a maximum of 5,458,262 new shares, amounting to a maximum of EUR 302,933,541
94.43% of the New Shares subscribed at closing of the rights Subscription Period for holders of Preferential Rights
Start of Private Placement of Scrips on 25 November 2022 – Suspension of trading until publication of results of the Offering1
An Investment in the New Shares involves substantial risks and uncertainties. Prospective investors must be able to bear the economic risk of an investment in the New Shares, the Preferential Rights or the Scrips and should be able to sustain a partial or total loss of their investment. Before making any investment decision, the investors must read the prospectus, approved by the FSMA on 15 November 2022 and available on the website (www.vgpparks.eu), in its entirety (and, in particular, the section on Risk factors starting on page 9). Investors should in particular note that the Issuer’s solvability and liquidity depends on the sustainability of its development activities, its ability to execute new lease agreements and its sales cycles of completed projects to the Second Joint Venture and the Fourth Joint Venture, taking into account the postponement of the first closing with the Fourth Joint Venture.
During the Subscription Period with Preferential Rights, which closed on 24 November 2022 (16:00 CET), 5,153,976 New Shares, or 94.43% of the maximum number of New Shares offered for subscription, have been subscribed for at a subscription price of EUR 55.50 per New Share, on the basis of 1 New Share for 4 Preferential Rights.
The 1,217,146 unexercised Preferential Rights have automatically been converted into an equal number of Scrips. These Scrips will be be sold in a private placement with qualified investors in Belgium and by way of a private placement exempt from prospectus requirements or similar formalities in such other jurisdictions as will be determined by the Issuer in consultation with the Global Coordinators. The Scrips Private Placement will be conducted in reliance on Regulation S under the United States Securities Act of 1933, as amended. The Scrips Private Placement will be organised by way of an accelerated book-building procedure, in order to determine a single market price per Scrip. The Private Placement of Scrips will take place as from the publication of this press release and is expected to end on the same day. Investors who acquire Scrips enter into an irrevocable commitment to exercise the Scrips and thus to subscribe for the corresponding number of New Shares at the Issue Price and in accordance with the Ratio, i.e., 1 New Share (at EUR 55.50 per New Share) for 4 Preferential Rights in the form of Scrips.
The net proceeds from the sale of Scrips (rounded down to a whole eurocent per unexercised Preferential Right) after deducting expenses, charges and all forms of expenditure which the Issuer has to incur for the sale of the Scrips (the “Net Scrips Proceeds”), if any, will be distributed proportionally between all holders of unexercised Preferential Rights and will be paid to the holders of such unexercised Preferential Rights upon presentation of coupon n° 11, as from 30 November 2022. If the Net Scrips Proceeds are less than EUR 0.01 per unexercised Preferential Right, the holders of such unexercised Preferential Rights are not entitled to receive any payment and, instead, the Net Scrips Proceeds will be transferred to the Issuer.
The results of the subscriptions for New Shares resulting from the exercise of the Scrips and the Net Scrips Proceeds due to the holders of unexercised Preferential Rights, will be published in a press release on the Company’s website, in principle later today, 25 November 2022.
The payment and delivery of the New Shares is expected to be carried out with a value date as per 29 November 2022 and the subscribers’ account will be debited on the same date (subject to the relevant financial intermediary procedures) (except for subscriptions with Preferential Rights attached to registered Existing Shares, for which the payment had to reach the Company by 24 November 2022 at 16:00 CET).
The New Shares will in principle be tradable on the regulated market of Euronext Brussels as from 29 November 2022.
The trading of the shares of the Company on the regulated market of Euronext Brussels was, at the Company’s request, suspended as from the opening of the markets earlier today, 25 November 2022, until the publication of the press release relating to the results of the Offering (after completion of the Private Placement of Scrips).
Any decision to invest in securities in the framework of the Offering must be based on all information provided in the Prospectus, and any supplements thereto, as the case may be. The approval of the Prospectus by the FSMA should not be understood as an endorsement of the new shares offered.
Belfius Bank NV in cooperation with Kepler Cheuvreux S.A., BNP Paribas Fortis SA/NV, J.P. Morgan SE and KBC Securities NV are acting
as Joint Global Coordinators in this transaction.
VGP is a pan-European owner, manager and developer of high-quality logistics and semi-industrial real estate. VGP operates a fully integrated business model with capabilities and longstanding expertise across the value chain. Founded in 1998 as a Belgian family-owned real estate developer in the Czech Republic, VGP with a staff of circa 380 FTEs today and operates in 19 European countries directly and through several 50:50 joint ventures. As of June 2022, the Gross Asset Value of VGP, including the joint ventures at 100%, amounted to EUR 6.53 billion. VGP is listed on Euronext Brussels. (ISIN: BE0003878957).
For more information, please visit: http://www.vgpparks.eu
Contact details for investors and media enquiries
(VP – Business Development & Investor Relations)
Tel: +32 (0)3 289 1433
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THIS DOCUMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE ORDINARY SHARES, OR RIGHTS IN RESPECT THEREOF, OF VGP NV (THE "COMPANY", AND SUCH ORDINARY SHARES AND RIGHTS TOGETHER, THE "SECURITIES"). ANY OFFER TO ACQUIRE SECURITIES WILL BE MADE, AND ANY INVESTOR SHOULD MAKE HIS INVESTMENT DECISION, SOLELY ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS TO BE MADE GENERALLY AVAILABLE IN CONNECTION WITH THE PROPOSED OFFERING. WHEN MADE GENERALLY AVAILABLE, COPIES OF THE PROSPECTUS MAY BE OBTAINED AT NO COST FROM THE WEBSITE OF THE COMPANY. THIS DOCUMENT IS NOT A PROSPECTUS WITHIN THE MEANING OF THE PROSPECTUS REGULATION IN RELATION TO THE OFFERING.
THIS DOCUMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED FROM TIME TO TIME (THE "SECURITIES ACT"), AND THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT. THE COMPANY AND ITS AFFILIATES HAVE NOT REGISTERED, AND DO NOT INTEND TO REGISTER, ANY PORTION OF THE OFFERING OF THE SECURITIES CONCERNED IN THE UNITED STATES, AND DO NOT INTEND TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.
ANY OFFER OF SECURITIES TO WHICH THIS ANNOUNCEMENT RELATES IS ONLY ADDRESSED TO AND DIRECTED AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA"), OTHER THAN BELGIUM, WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION 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 (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"), OR SUCH OTHER INVESTORS AS SHALL NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF ARTICLE 3.1 OF THE PROSPECTUS REGULATION.
NO ANNOUNCEMENT OR INFORMATION REGARDING THE OFFERING, LISTING OR SECURITIES OF THE ISSUER REFERRED TO ABOVE MAY BE DISSEMINATED TO THE PUBLIC IN JURISDICTIONS OTHER THAN BELGIUM WHERE A PRIOR REGISTRATION OR APPROVAL IS REQUIRED FOR SUCH PURPOSE. NO STEPS HAVE BEEN TAKEN, OR WILL BE TAKEN, FOR THE OFFERING OR LISTING OF SECURITIES OF THE ISSUER IN ANY JURISDICTION OUTSIDE OF BELGIUM WHERE SUCH STEPS WOULD BE REQUIRED. THE ISSUE, EXERCISE OR SALE OF SECURITIES, AND THE SUBSCRIPTION FOR OR PURCHASE OF SECURITIES, ARE SUBJECT TO SPECIAL LEGAL OR STATUTORY RESTRICTIONS IN CERTAIN JURISDICTIONS. THE ISSUER IS NOT LIABLE IF THESE RESTRICTIONS ARE NOT COMPLIED WITH BY ANY PERSON.
IN ADDITION, THIS DOCUMENT IS BEING DISTRIBUTED TO AND IS ONLY DIRECTED AT (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM, AND (II) TO PERSONS WITHIN THE UNITED KINGDOM WHO ARE (A) "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2 OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) AS IT FORMS PART OF RETAINED EU LAW AS DEFINED IN THE EU (WITHDRAWAL) ACT 2018 AND (B) EITHER (A) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER"), (B) HIGH NET WORTH COMPANIES, (C) OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED, FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR PERSONS TO WHOM AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA")) MAY OTHERWISE BE LAWFULLY COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS IN
(A) TO (D) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE OFFERING OF SECURITIES TO WHICH THIS DOCUMENT RELATES WILL ONLY BE AVAILABLE TO, AND ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE FOR, PURCHASE, OR OTHERWISE ACQUIRE SECURITIES WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS DOCUMENT OR ANY OF ITS CONTENTS.
THIS DOCUMENT HAS NOT BEEN PREPARED IN THE CONTEXT OF A PUBLIC OFFERING OF SECURITIES IN FRANCE WITHIN THE MEANING OF ARTICLE L.411-1 OF THE FRENCH MONETARY AND FINANCIAL CODE (CODE MONÉTAIRE ET FINANCIER) AND ARTICLES 211-1 ET SEQ. OF THE GENERAL REGULATIONS OF THE AUTORITÉ DES MARCHÉS FINANCIERS. CONSEQUENTLY, THIS DOCUMENT AND ANY OTHER MATERIAL RELATING TO THE OFFERING HAVE NOT BEEN AND WILL NOT BE SUBMITTED TO THE AUTORITÉ DES MARCHÉS FINANCIERS FOR REVIEW OR APPROVAL.
NO OFFER OF SECURITIES OR RIGHTS HAS BEEN OR SHALL BE MADE TO THE PUBLIC IN SWITZERLAND, WITHIN THE MEANING OF ARTICLE 652A PARA. II OF THE SWISS CODE OF OBLIGATIONS.
THE DISTRIBUTION OF THIS DOCUMENT IN OTHER JURISDICTIONS MAY BE RESTRICTED BY LAW AND PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE LAWS OF ANY SUCH OTHER JURISDICTION. BY ACCEPTING THIS DOCUMENT, YOU AGREE TO BE BOUND BY THE FOREGOING LIMITATIONS.
THIS DOCUMENT IS NOT A PROSPECTUS FOR THE PURPOSES OF THE PROSPECTUS REGULATION. THIS DOCUMENT CANNOT BE USED AS BASIS FOR ANY INVESTMENT AGREEMENT OR DECISION. AN INVESTMENT IN THE NEW SHARES INVOLVES SUBSTANTIAL RISKS AND UNCERTAINTIES. PROSPECTIVE INVESTORS MUST BE ABLE TO BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE NEW SHARES, THE PREFERENTIAL RIGHTS OR THE SCRIPS AND SHOULD BE ABLE TO SUSTAIN A PARTIAL OR TOTAL LOSS OF THEIR INVESTMENT. BEFORE MAKING ANY INVESTMENT DECISION, THE INVESTORS MUST READ THE PROSPECTUS IN ITS ENTIRETY (AND, IN PARTICULAR, THE SECTION ON RISK FACTORS STARTING ON PAGE 9). INVESTORS SHOULD IN PARTICULAR HAVE REGARD TO THE KEY RISKS SUMMARIZED IN THIS PRESS RELEASE. THIS DOCUMENT DOES NOT CONSTITUTE A RECOMMENDATION CONCERNING THE SECURITIES REFERRED TO HEREIN.
THE CONTENTS OF THIS DOCUMENT MAY INCLUDE STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE, "FORWARD-LOOKING STATEMENTS". IN SOME CASES, FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE WORDS "BELIEVES", "ESTIMATES," "ANTICIPATES", "EXPECTS", "INTENDS", "MAY", "WILL", "PLANS", "CONTINUE", "ONGOING", "POTENTIAL", "PREDICT", "PROJECT", "TARGET", "SEEK" OR "SHOULD" OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY OR BY DISCUSSIONS OF STRATEGIES, PLANS, OBJECTIVES,
TARGETS, GOALS, FUTURE EVENTS OR INTENTIONS. FORWARD-LOOKING STATEMENTS INCLUDE STATEMENTS REGARDING THE COMPANY'S INTENTIONS, BELIEFS OR CURRENT EXPECTATIONS
CONCERNING, AMONG OTHER THINGS, ITS RESULTS OF OPERATIONS, PROSPECTS, GROWTH, STRATEGIES AND DIVIDEND POLICY AND THE INDUSTRY IN WHICH THE COMPANY OPERATES. BY THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES. NEW RISKS CAN EMERGE FROM TIME TO TIME, AND IT IS NOT POSSIBLE FOR THE COMPANY TO PREDICT ALL SUCH RISKS, NOR CAN THE COMPANY ASSESS THE IMPACT OF ALL SUCH RISKS ON ITS BUSINESS OR THE EXTENT TO WHICH ANY RISKS, OR COMBINATION OF RISKS AND OTHER FACTORS, MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN ANY FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE. GIVEN THESE RISKS AND UNCERTAINTIES, THE READER SHOULD NOT RELY ON FORWARD-LOOKING STATEMENTS AS A PREDICTION OF ACTUAL RESULTS. WITHOUT PREJUDICE TO THE COMPANY'S OBLIGATIONS UNDER APPLICABLE LAW IN RELATION TO DISCLOSURE AND ONGOING INFORMATION, THE COMPANY DOES NOT INTEND, AND DOES NOT ASSUME ANY OBLIGATION, TO UPDATE FORWARD-LOOKING STATEMENTS.
BELFIUS BANK SA/NV, BNP PARIBAS, J.P. MORGAN AG AND KBC BANK NV (THE "GLOBAL COORDINATORS") ARE ACTING FOR THE COMPANY AND NO ONE ELSE IN RELATION TO THE INTENDED OFFERING, AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS OFFERED TO THEIR RESPECTIVE CLIENTS NOR FOR PROVIDING ADVICE IN RELATION TO THE INTENDED OFFERING.
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