Leasinvest Real Estate intends to become an integrated real estate
group through an envisaged business combination with Extensa Group
and by giving up its BE-REIT status
JAN SUYKENS, CEO ACKERMANS & VAN HAAREN CHAIRMAN
LEASINVEST RE:
“AvH, which owns today both 30.01% of LRE and 100% of Extensa,
is pleased to be able to support the evolution of the Company’s
strategy as proposed by its management. Through the contribution of
our stake in Extensa, we strengthen our commitment to LRE and we
support the intended strategic evolution towards a mixed real
estate investment and development group.”
MICHEL VAN GEYTE, CEO LEASINVEST RE:
“’Leasinvest 2.0’ will become a real estate player with a unique
market position that combines the best of both worlds: recurring
rental income from real estate investments and added value
potential from development activities. In addition, ‘Leasinvest
2.0’ will operate from a thorough sustainability vision in which it
will make a lasting contribution to the development and
optimization of its real estate portfolio in Belgium, the Grand
Duchy of Luxemburg and Austria.”
A unique combination
Leasinvest Real Estate (the “Company”) announces today it is
working on a business combination whereby
Ackermans & van Haaren (“AvH”) will contribute its 100% stake
in Extensa Group NV/SA (“Extensa”) to the capital
of the Company.
This is in line with the intention to transform the Company
into a listed integrated real estate player, which
on the one hand will invest and on the other hand will develop real
estate, either to sell or to keep in portfolio. This new business
model implies several fundamental changes to the framework in which
the Company operates today. Leasinvest Real Estate will therefore
propose to an Extraordinary General Meeting to voluntarily renounce
its BE-REIT status (and the associated tax regime).
“Leasinvest 2.0” will combine a proven track record of an
international real estate investor with leading (re)development
capabilities.
This is made possible by the business combination of:
-
Leasinvest Real Estate, a real estate investor, active in the
high-quality segment of both offices and retail in Belgium,
Luxembourg and Austria.
-
Extensa, a true specialist in mixed-use urban developments, which
realizes large, particularly high-quality, and acclaimed real
estate projects in Belgium, in particular Tour & Taxis in
Brussels and Cloche d’Or in Luxembourg.
Bringing together the real estate positions and the
complimentary expertise of the teams of both companies will create
synergies and form a solid base for a strategy focused on realizing
and managing innovative mixed-use urban developments, thus creating
new city districts or reviving existing ones. With this focus, the
Company can combine recurring rental income with attractive capital
gains.
This structure will provide LRE increased agility in the current
volatile market environment through targeted arbitrages in its
portfolio or redevelopments of existing buildings. In addition, the
reinforced balance sheet structure will allow to take a proactive
approach towards new opportunities in its core or even in new
markets.
The new structure will have a consolidated balance sheet total
of approximately € 1,9 billion with equity capital of +/- € 800
million. The combined investment portfolio will mainly consist of
offices (47%) and secondly retail (39%). The “other” section
includes on the one hand the remaining logistic buildings from the
Leasinvest portfolio and on the other hand the buildings on the
Tour & Taxis site that serve for events (The Sheds and Maison
de la Poste) as well as the various car parks. Geographically
Belgium and Luxemburg are almost equally important (43-44%) and the
remaining 13% consists of the retail parks in Austria from the
Leasinvest portfolio.
By acquiring the iconic heritage buildings of Tour &
Taxis (“T&T”), with “Gare Maritime” as its flagship,
coupled with Leasinvest’s CSR-strategy, the new entity has all the
strengths to be a reference in terms of
sustainability in the real estate market.
The development potential, which arises entirely from Extensa,
can be classified as follows:
xResidential 208 300 m²
xOffices 124 300 m²
xRetail 3 400 m²
xOther 5 900 m²
About two thirds of these developments are planned on the site
of Tour & Taxis in Brussels, whereas the remaining part is
situated on Cloche d’Or, on the south end of the city of
Luxemburg.
Through the participation (50%) of Extensa in Grossfeld PAP NV
(Cloche d’Or), the Company will also become active
in residential developments in its second home market Luxembourg,
in addition to its activities related to the leasing and
development of offices and retail.
KRIS VERHELLEN CEO EXTENSA GROUP:
“The complementarity of our assets and know-how provides a very
solid foundation for further development and at the same time
encourages us to further translate our vision into projects that
have a positive impact for all stakeholders.
A new structure
In the context of this proposed transaction, 100% of the
shares of Extensa would be contributed by AvH to the
Company.
Additionally, it will be proposed to give up the BE-REIT
status and to convert the Company into a limited liability company
with a (collegial) board of directors under the CCA (Code of
Companies and Associations), whereby the management of the Company
will be internalized by means of a contribution in kind of the
shares of Leasinvest Real Estate Management NV/SA, the statutory
manager of the Company (“LREM” or the “Manager”), which is
currently a 100% subsidiary of AvH.
The aforementioned decisions will be submitted for approval to
an Extraordinary General Meeting of the Company after (i) approval
of the Board of Directors of Leasinvest Real Estate, respectively
AvH, (ii) the completion of the due diligence with regards to
Extensa, (iii) the obtaining of a tax ruling regarding the exit
from the BE-REIT status and (iv) an agreement with lenders
regarding the financing of “Leasinvest 2.0”. In view of the fact
that AvH is a shareholder of LRE, Extensa and LREM, the Board of
Directors of the Manager will take its decision with regard to the
transaction in accordance with the advice of the committee of
independent directors, assisted by an independent financial expert
in accordance with Article 657 in conjunction with 524 of the old
Companies Code. and Article 7:97 CCA.
The exit of the BE-REIT status triggers, under most credit
agreements concluded by Leasinvest Real Estate and its
subsidiaries, a claim for reimbursement. The change in the
shareholder structure also gives the right to certain lenders to
terminate the relevant credit agreements and demand early
repayment. The two main lenders of LRE and Extensa, BNP Paribas
Fortis and Belfius, have agreed to waive this default and let their
loans remain in effect after the transaction, with the financial
covenants being adjusted to the new structure. Waivers will be
requested from the other lenders. BGL has already issued a waiver
for the outstanding Luxembourg credit. In the event that such
waivers are not obtained, BNPPF has committed to the Company a
credit line of EUR 250 million, so that creditors from whom no
waiver could be obtained can be repaid, so that there will be no
consequences for the Company.
The exit of the BE-REIT status will also
activate a clause of reimbursement under the outstanding bond loan
of Leasinvest Real Estate (with a total nominal amount of EUR 100
million, denominations of EUR 100,000, a fixed interest rate of
1.95% and with maturity date 28 November. 2026) issued in a private
placement to investors on November 20, 2019. As a result, every
bond holder will have the right to declare the bonds held by him
due and payable upon renunciation of the BE-REIT status. In the
event such repayments are requested, the Company will enter into a
bridging loan with BNPPF in the amount of EUR 100 million, so that
any repayment will not affect the Company. Leasinvest Real Estate
also intends to convene a general meeting of bondholders. This will
be communicated further in due course.
Subject to the completion of the due diligence, LREM and
EXTENSA will be valued at € 293 million as part of the capital
increase through the contribution in kind. In this context, the
issue price of the shares in Leasinvest Real Estate will amount to
€ 72 / share (after payment of the coupon of € 5.25 for the 2020
financial year presented to the annual meeting on May 17, 2021).
Based on this information, Ackermans & van Haaren will own
58.5% of the Company's capital after the proposed
transaction.
Leasinvest 2.0 will pursue a dividend policy based on a payment
of 40-60% of the EPRA Profit linked to the investment portfolio.
Based on this basis, Leasinvest 2.0 strives moreover towards an
increase of its dividend, partly thanks to the potential of
exceptional realized gains on the sale of investment properties or
profits from development projects.
“Leasinvest 2.0” has the ambition to maintain the EPRA status
and as such to create a unique investment opportunity within the
Belgian EPRA universe.
The management will be available for further explanation as
from Wednesday evening and will also make a video cast available on
the website www.leasinvest.be as from Thursday May 13th
2021.
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 SCA Leasinvest Real Estate SCA is a
Public BE-REIT (SIR/GVV) that invests in high quality and
well-located retail buildings and offices in the Grand Duchy of
Luxembourg, Belgium. At present, the total fair value of the
directly held real estate portfolio of Leasinvest amounts to € 1.12
billion, spread across the Grand Duchy of Luxembourg (56%), Belgium
(28%) and Austria (16%). Moreover, Leasinvest is one of the most
important real estate investors in Luxembourg. The public BE-REIT
is listed on Euronext Brussels and has a market capitalization of €
465 million (value on 12 May 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. |
- 2021 05 12_LRE Growth story_ENG_Final