Leasinvest Real Estate: Extraordinary general meeting of 19 July
2021 – renunciation of REIT (GVV/SIR) status – business combination
with Extensa – new denominator
Business combination with Extensa Group
Leasinvest Real Estate (the "Company") announced on 12 May
2021 its intention to become an integrated real estate group
through a business combination with Extensa Group ("Extensa") and
giving up the REIT (GVV/SIR) Status.
On 19 July 2021, the extraordinary general meeting of
shareholders of the Company (the "EGM") approved all decisions
submitted to it, including the contribution in kind of the shares
in Extensa and the shares in Leasinvest Real Estate Management NV
("LREM"), the former manager of the Company, by Ackermans & van
Haaren. The contributions represent a combined contribution value
of EUR 293,433,036 and were contributed in exchange for the issue
of 4,075,458 new shares in Leasinvest Real Estate to Ackermans
& van Haaren. This resulted in a capital increase of EUR
44,819,454.77 from the Company.
The contribution of the shares in Extensa is part of the
Company's intention to transform the Company into a listed mixed
real estate player through a business combination with Extensa,
which invests in real estate on the one hand and develops real
estate on the other hand to either sell or hold in
portfolio.
This new business model implies a number of fundamental
changes from the framework in which the Company operated in the
past. The EGM has therefore decided to voluntarily waive the status
of public regulated real estate company (and the associated tax
regime). In addition, the EGM has decided to transform the Company
into a public limited company with (collegiate) board of directors
under the CCA.
For more information on the new structure, we refer to the press
releases published on 12 May and 18 June 2021
(https://leasinvest.be/media/documents/2021_05_12_LRE_Growth_story_ENG_Final.pdf
and
(https://leasinvest.be/media/documents/2021_06_18_Press_release_convocation_EGM_Final.pdf)
In the context of the application for admission to trading on
the regulated market of Euronext Brussels of the shares issued as a
result of the aforementioned contributions to the Company's
capital, a prospectus should be drawn up to be approved by the
FSMA. The prospectus is expected to be made available on 21 July
2021 on the Company's website
(https://leasinvest.be/en/investor-relations/prospectus/).
EXTRAORDINARY GENERAL MEETING OF 19 JULY 2021
Minutes of the extraordinary general meeting of shareholders
of 19 July 2021
The minutes of the EGM held on 19 July 2021 are available on
the Company's website. On the occasion of this EGM, the following
items on the agenda were approved by the shareholders of the
Company:
- the Company's voluntary
waiver of its licence as a public regulated real estate
company (GVV/SIR) in accordance with Article 62, §2 of the
Law of 12 May 2014 on regulated real estate companies (the "GVV/SIR
Act") and the associated amendment of the articles of association
(including the statutory purpose (henceforth "object")) of the
Company in order to bring the articles of association in line with
the decision to this renunciation and with the provisions of the
CCA;
-
conversion of the Company into a public limited
company with a (collegiate) board of directors under the CCA and
associated amendment of the articles of association;
-
dismissal of LREM as statutory
manager of the company and appointment of the
members of the board of directors of the Company:
Brain@Trust BV (permanently represented by Marcia De Wachter), Dirk
Adriaenssen, Starboard BV (permanently represented by Eric Van
Dyck), SoHo BV (permanently represented by Sigrid Hermans), Colette
Dierick, Wim Aurousseau, Granvelle Consultants & C° BV
(permanently represented by Jean-Louis Appelmans), Jan Suykens,
Piet Dejonghe and Michel Van Geyte and the recording of their
remuneration for the exercise of their respective
board mandate and/or mandate on a company committee;
- contribution in
kind of 100% of the shares in LREM and
100% of the shares in Extensa;
- replacement of the
authorisation on authorised capital (taking into
account, among other things, the new capital, the waiver of the
GVV/SIR status and the provisions of the CCA) and the
authorisation to acquire, pledge and dispose of its own
securities;
- introduction of the
double voting rights (loyalty voting right) in
accordance with Article 7:53 of the CCA.
CORPORATE GOVERNANCE
Following this extraordinary general meeting, a board of
directors of the Company took place, appointing Mr. Jan
Suykens as Chairman of the Board of
Directors and Mr. Michel Van Geyte as
managing director of the Company. In addition, the
various Committees were set up, which are now composed as
follows:
The nomination and remuneration committee:
- Mr. Jan Suykens;
- SoHo BV, permanently represented by Mrs. Sigrid Hermans;
- Starboard BV, permanently represented by Mr. Eric Van
Dyck.
The audit committee:
- SoHo BV, permanently represented by Mrs. Sigrid Hermans;
- Brain@Trust BV, permanently represented by Mrs. Marcia De
Wachter;
- Mr. Piet Dejonghe.
The Corporate Governance Charter was also amended in view of the
waiver of the GVV/SIR status, the transformation into an NV with a
collegiate board of directors under the CCA and the other changes
that the aforementioned EGM entailed. This adapted Charter can be
found on
https://leasinvest.be/en/about-us/corporate-governance/
PUBLICATION IN ACCORDANCE WITH ARTICLE 15 OF THE LAW OF 2 MAY
2007
On 19 July 2021, the EGM approved the following contributions
in kind:
- a capital increase by contribution in kind of 100% of the
shares in LREM with a contribution value of EUR 3,300,000 in
exchange for the granting to the transferor, Ackermans & van
Haaren, of 45,833 shares, where the capital was increased by an
amount equal to the total number of new shares to be issued
multiplied by the (exact) fractional value of the existing shares
(whereby the outcome of this calculation is then rounded up to the
euro cents), so that the amount of the capital increase is EUR
504,043.98; and
- a capital increase by contribution in kind of 100% of the
shares in Extensa with a contribution value of EUR 290,133,036 in
exchange for the granting to the transferor, Ackermans & van
Haaren, of 4,029,625 shares, increasing the capital by an amount
equal to the total number of new shares to be issued multiplied by
the (exact) fractional value of the existing shares, so that the
amount of the capital increase is EUR 44,315,410.79.
In addition, in accordance with Article 7:53 of the CCA, the
EGM introduced the double voting rights (loyalty voting right). The
paid-up shares registered continuously in the register of
registered shares in the same shareholder for at least two years
shall confer a double right to vote. The remaining shares entitle
to one vote. On the date of this press release, 1,802,817 shares1
in the Company confer double voting rights.
As a result of the completion of these transactions, the
Company shall disclose the following information in accordance with
Article 15 of the Transparency Act, as of 19 July 2021:
·Total capital:
109.997.148,34 EUR
·Total number of securities with voting rights:
10.002.102
·Total number of voting rights (=
denominator): 11.804.9191
This state of the number of voting rights (denominator)
serves as a basis for the purposes of notifications under the
transparency regulation (i.e. notifications in the case of (a/o)
the achievement, exceeding or under-crossing of statutory or legal
thresholds).
In addition to the legal thresholds, Article 12.2 of the
Company's Articles of Association provides, in accordance with
Article 18, §1 of the Transparency Act, an additional notification
threshold of 3%. No outstanding options or subscription rights have
been issued that entitle to shares.
The Company will disclose monthly on its website and via a
press release the total capital and evolution of the total number
of voting securities and the total number of voting rights, insofar
as those data underwent a change during the previous month.
For more information, contact Leasinvest Real Estate MICHEL VAN
GEYTE Chief Executive Officer T: +32 3 238 98 77 E:
michel.van.geyte@leasinvest.be |
On LEASINVEST REAL ESTATE NV Leasinvest Real Estate NV is a mixed
real estate investor and developer. The total value of the
investment portfolio is approximately EUR 1.4 billion, distributed
among the Grand Duchy of Luxembourg (45%), Belgium (42%) and
Austria (13%). Leasinvest is one of the largest real estate
investors in Luxembourg. The total value of the development
portfolio is approximately EUR 0.3 billion and is distributed among
the Sites of Tour&Taxis and Cloche d'Or, on which mixed
developments (residential and offices) are ongoing and on which new
subprojects will be launched in the coming years. The Company is
listed on Euronext Brussels and has a market capitalisation of €
678 million (value 19 July 2021). This announcement contains
statements that are "forward-looking statements" or may be
considered such. These forward-looking statements may be identified
by the use of forward-looking terminology, including the words
"believe," "estimate," "anticipate," "expect," "intend," "may,"
"will," "plan," "continue," "ongoing," "possible," "predict,"
"intend," "pursue," "try," "would" or "will," and include
statements from the Company about the intended results of its
strategy. Forward-looking statements, by their nature, involve
risks and uncertainties, and readers have been warned that none of
these forward-looking statements warrant any guarantee of future
results. The Company's actual results may differ materially from
those predicted by the forward-looking statements. The Company
makes no commitment to provide updates or adjustments to these
forward-looking statements unless legally required. |
1 204 of the 1,802,817 shares in the Company that give the right
to double voting rights in principle are held by a subsidiary of
the Company. The voting rights attached to these 204 shares have
therefore been suspended.
- LRE_EGM 19 07 2021_ENG_Final