Successful rights offering by VGP – existing shareholders and new
investors have fully subscribed to the rights offering following a
successful private placement of the scrips
PRESS RELEASE
REGULATED
INFORMATION –
INSIDE INFORMATION25 November
2022, 13:30 pm CET, Antwerp, Belgium
Today, VGP NV (the “Company” or “VGP”) launched
and closed its private placement of scrips. Following the
successful private placement of those scrips and the public
offering of new shares to existing shareholders and any holders of
a non-statutory preferential right, 100% of the new shares offered
in the rights offering have been subscribed (of which 94,43% in the
public offering and 5,57% in the private placement).
Further to the completion of the private
placement of scrips, an additional 5,57% of the new shares offered
by VGP as part of its €302,933,541 (maximum) rights issue have been
subscribed at €73.90 per share. As a result, 100% of the rights
offering has now been subscribed.
Based on the results of the scrips private
placement, the net proceeds (after deduction of costs) to which the
holders of non-exercised preferential rights are entitled amounts
to €4.57 per coupon n° 11. This amount shall in principle be
available and paid out as of 30 November 2022.
Payment for the dematerialised preferential
rights, the realisation of the capital increase and the listing of
the new shares on Euronext Brussels is expected to take place on 29
November 2022. After this transaction, the number of issued shares
in the Company will rise from 21,833,050 to 27,291,312. The new
shares will in principle be tradable on Euronext Brussels from the
same date onwards.
The trading of the VGP shares on Euronext
Brussels will resume after publication of this press release.
A prospectus was approved by the Belgian
Financial Services and Markets Authority on 15 November 2022. The
approval of the prospectus should not be understood as an
endorsement of the securities offered.
Jan Van Geet, CEO
of VGP: “I am grateful for the support
and also thankful for the trust demonstrated by our institutional
and individual investors by the strong participation in the rights
issue. With nearly all shareholders participating, the take-up in
the rights issue at 94,4% was the highest take-up in a Belgian
rights issue since 2015. This was followed by a rump placement
today, which was completed at 0% discount to yesterday’s close and
multiple times oversubscribed.”
About VGP
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
Martijn Vlutters(VP – Business Development & Investor
Relations)
Tel: +32 (0)3 289 1433
IMPORTANT INFORMATION
THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR
INFORMATION AND MAY NOT BE REPRODUCED OR REDISTRIBUTED, IN WHOLE OR
IN PART, TO ANY OTHER PERSON.
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.
NONE OF THE GLOBAL COORDINATORS OR ANY OF THEIR RESPECTIVE
AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY RESPONSIBILITY OR
LIABILITY WHATSOEVER FOR OR MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF
THE INFORMATION IN THIS DOCUMENT (OR WHETHER ANY INFORMATION HAS
BEEN OMITTED FROM THE DOCUMENT) OR ANY OTHER INFORMATION RELATING
TO THE COMPANY, WHETHER WRITTEN, ORAL OR IN A VISUAL OR ELECTRONIC
FORM, AND HOWSOEVER TRANSMITTED OR MADE AVAILABLE OR FOR ANY LOSS
HOWSOEVER ARISING FROM ANY USE OF THIS DOCUMENT OR ITS CONTENTS OR
OTHERWISE ARISING IN CONNECTION THEREWITH. EACH OF THE GLOBAL
COORDINATORS AND EACH OF THEIR RESPECTIVE AFFILIATES ACCORDINGLY
DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL
AND ANY LIABILITY WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE
WHICH THEY MIGHT OTHERWISE BE FOUND TO HAVE IN RESPECT OF THIS
DOCUMENT OR ANY SUCH STATEMENT OR INFORMATION. NO REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, IS MADE BY ANY OF THE GLOBAL
COORDINATORS OR ANY OF THEIR RESPECTIVE AFFILIATES AS TO THE
ACCURACY, COMPLETENESS, VERIFICATION OR SUFFICIENCY OF THE
INFORMATION SET OUT IN THIS DOCUMENT, AND NOTHING IN THIS DOCUMENT
CAN BE RELIED UPON AS A PROMISE OR REPRESENTATION IN THIS RESPECT,
WHETHER OR NOT TO THE PAST OR FUTURE.
- VGP - Final Rights Issue press release 25112022 (EN)
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