NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
An investment in shares involves substantial risks and uncertainties. Prospective investors should read the prospectus in its entirety, and, in particular, should see "Risk Factors" beginning on page 16 of the prospectus for a discussion of certain factors that should be considered in connection with an investment in the Shares. All of these factors should be considered before investing in the Shares. Prospective investors must be able to bear the economic risk of an investment in the Shares and should be able to sustain a partial or total loss of their investment.
The English version of the prospectus dated 11 October 2017, which was approved by the FSMA, can be consulted or obtained on VGP`s website (www.vgpparks.eu) as from 12 October 2017.
Press Release - 12 October 2017, 7 am CET
Regulated Information - Inside Information
Secondary public offering comprises up to 4,524,569 existing shares (excluding any exercise of the Increase Option and Over-allotment Option)
Price Range between €55.00 and €63.00 per Offer Share
Subscription period runs from 12 October 2017 until 25 October 2017 (1 p.m. CET)[1]
The prospectus will be made available to eligible investors on VGP`s website (www.vgpparks.eu) as from 12 October 2017
12 October 2017, Diegem (Belgium) - VGP NV (the "Company" or "VGP"), the developer, manager and owner of high quality logistics real estate in Europe, announces today the launch of a secondary public offering of existing shares held by Bart Van Malderen and Jan Van Geet.
Key terms of the Offering:
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The price range of the Offering (as defined below) is between €55.00 and €63.00 per Offer Share (the "Price Range"). At the lower end of the price range, this represents a discount of 17.22% to the last closing price (€66.76 per share; 11 October 2017) and at the higher end of the price range, this represents a discount of 5.63% to the last closing price.
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Offering by VM Invest NV, Bart Van Malderen and Little Rock SA (the "Selling Shareholders") of up to 4,524,569 existing shares (the "Offer Shares"), being approximately 24.35% of the aggregate existing shares of which VM Invest NV and Bart Van Malderen will jointly offer up to 3,781,247 shares, being approximately 20.35% of the aggregate existing shares and Little Rock SA up to 743,322 shares, being approximately 4.00% of the aggregate existing shares
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The aggregate number of Offer Shares may be increased by up to 25% of the aggregate number of Offer Shares initially offered (the "Increase Option"). Any decision to exercise the Increase Option will be communicated, at the latest, on the date of the announcement of the Offer Price (as defined below)
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The Selling Shareholders are expected to grant the Underwriters (as defined herein), an option to purchase additional shares in an aggregate amount equal to up to 15% of the number of Offer Shares sold in the Offering (including pursuant to any effective exercise of the Increase Option) at the Offer Price (as defined below) to cover over-allotments or short positions, if any, in connection with the Offering (the "Over-allotment Option"). The Over-allotment Option will be exercisable for a period of 30 days following the Pricing Date (as defined below). As used herein, the term "Offer Shares" shall include any over-allotted shares (unless the context requires otherwise)
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Given the above, the size of the Offering will range between approximately €248,851,295 (excluding any exercise of the Increase Option and Over-allotment Option, at the low end of the Price Range) and approximately €409,756,221 (including the exercise of the Increase Option in full and the Over-allotment Option, at the high end of the Price Range)
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Based on an Offering size of 4,524,569 existing shares (excluding any exercise of the Increase Option and Over-allotment Option), the free float of the Company will increase from 10.14% to approximately 34.49%. Including the exercise of the Increase Option and the Over-allotment Option, the free float of the Company will increase to approximately 45.14%
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The Offer Shares are being offered in (i) a secondary public offering to retail and institutional investors in Belgium (the "Belgian Offering"); (ii) a private placement in the United States to persons who are reasonably believed to be "qualified institutional buyers" or "QIBs" (as defined in Rule 144A ("Rule 144A") under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act")), in reliance on Rule 144A or pursuant to another exemption from or transaction not subject to the registration requirements under the U.S. Securities Act; and (iii) Private placements to institutional investors in certain other jurisdictions (collectively, the "Offering"). The Offering outside the United States will be made in compliance with Regulation S under the U.S. Securities Act. The Offer Shares are being offered only in those jurisdictions in which, and only to those persons to whom, offers of Offer Shares may be lawfully made
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The offering period (the "Offering Period") will begin on 12 October 2017 and is expected to end no later than 1 p.m. (CET) on 25 October 2017, subject to early closing, provided that the Offering Period will in any event be open for at least three business days from the availability of the prospectus. However, in accordance with the possibility provided for in Article 3, § 2 of the Royal Decree of May 17, 2007 on primary market practices, the Company expects the subscription period for the retail offering to end at 4 p.m. (CET) on 24 October 2017, the day before the end of the institutional bookbuilding period, due to the timing and logistical constraints associated with the centralization of the subscriptions placed by retail investors with the Underwriters and with other financial institutions. In the event of an early closing of the Offering, a press release will be issued in which it will be made clear until when retail investors can subscribe at their respective banks
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The price per Offer Share (the "Offer Price") will be determined during the Offering Period (as defined herein) through a bookbuilding process in which only institutional investors may participate. The Offer Price, the number of Offer Shares sold in the Offering and the allocation of Offer Shares to retail investors is expected to be made public by a Company press release on or about 26 October 2017 at the latest and in any event no later than the first business day after the end of the Offering Period (the "Pricing Date"). The Offer Price is expected to be within the Price Range or below the lower end of the Price Range but will not exceed the higher end of the Price Range. A supplement to the prospectus will be published in accordance with article 34 of the Prospectus Law if the Offer Price is set below the lower end of the Price Range or in the event the lower end of the Price Range is decreased. If a supplement to the prospectus is published, investors will have the right to withdraw their orders made prior to the publication of the supplement.
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In accordance with Belgian regulations, a minimum of 10% of the Offer Shares must be allocated to retail investors in Belgium, subject to sufficient retail demand. Retail investors must indicate in their purchase orders the number of Offer Shares they are committing to purchase. Only one application per retail investor will be accepted. Share applications by retail investors may be submitted at the counters of KBC Bank, KBC Brussels, CBC Banque, KBC Securities, Belfius, ING and their affiliates at no cost to the investor. Investors wishing to place purchase orders for the Offer Shares through intermediaries other than KBC Bank, KBC Brussels, CBC Banque, KBC Securities, Belfius, ING and their affiliates should request details of the costs which these intermediaries may charge, which they will have to pay themselves. If the Underwriters determine, or have reason to believe, that a single retail investor has submitted several purchase orders, through one or more intermediaries, they may disregard such purchase orders. There is no minimum or maximum amount of Offer Shares that may be purchased in one purchase order. Other than in cases where right of withdrawal exists, orders will be irrevocable (even in case of reduction) and investors are legally bound to purchase the number of shares indicated in their purchase order which have been allocated to them at the Offer Price. If a supplement to the prospectus is published, retail investors shall have the right to withdraw their share applications made prior to the publication of the supplement within the time limits set out in the supplement (which shall not be shorter than two business days after publication of the supplement). In case of over-subscription of the Offer Shares reserved for retail investors, the allocation to retail investors will be made on the basis of objective and quantitative allocation criteria, i.e. the number of shares for which applications are submitted by retail investors. Therefore, retail investors may receive fewer Offer Shares than they subscribed for
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The Offer Price must be paid by the retail investors in full, in euro, together with any applicable stock exchange taxes and costs. The Offer Price must be paid by retail investors by authorizing their financial institutions to debit their bank accounts with such amount for value on or prior to the Closing Date, unless the Offering has been withdrawn. Closing of the Offering is expected to take place on or about 27 October 2017 (the "Closing Date")
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The Company and the Selling Shareholders are expected to agree pursuant to the Underwriting Agreement (which is expected to be entered into on or about 25 October 2017) that, subject to certain exceptions, they will not, for a period of 180 days from the Closing Date, without the prior written consent of the Joint Global Coordinators, acting on behalf of the Underwriters (subject to certain limited exceptions): (i) directly or indirectly, issue, offer, pledge, sell, contract to sell, sell or grant any option, right, warrant or contract to purchase, exercise any option to sell, purchase any option or contract to sell, or lend or otherwise transfer or dispose of any shares of the Company, or any securities convertible into or exercisable or exchangeable for shares of the Company, or file any registration statement under the U.S. Securities Act or any similar document with any other securities regulator, stock exchange or listing authority with respect to any of the foregoing; (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any shares of the Company, whether any such transaction described in (i) or (ii) above is to be settled by delivery of shares or other securities, in cash or otherwise; or (iii) publicly announce such an intention to effect any such transaction
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J.P. Morgan and KBC Securities have been appointed as Joint Global Coordinators and Joint Bookrunners for the Offering. Belfius has been appointed as Co-lead Manager and ING as Co-Manager (collectively the "Underwriters")
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Following the Offering, Bart Van Malderen will continue to hold a significant stake in VGP and serve on the board as a director, and Jan Van Geet will continue to hold more than 30% of the shares of VGP and will remain CEO of VGP, a position he has held since founding the Company in 1998
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Certain key dates in connection with the Offering are summarized in the following table. These are all anticipated dates, which are subject to any unforeseen circumstances and to an early closing of the Offering Period:
Commenting on today`s announcement, Jan Van Geet, CEO and founder of VGP, said:
"This re-IPO is a key milestone for VGP. It will benefit the Company and the (potential) shareholders of the Company by enhancing the free float and liquidity of the shares. Furthermore, this Offering will increase VGP`s visibility in the capital markets. We believe this Offering provides investors with the opportunity to join our success as our future pipeline is robust and we continue to see opportunities for our unique business model in logistics real estate."
For more information, please contact:
| Mr Jan Van Geet
CEO
VGP | Mr Dirk Stoop
CFO
VGP |
| Tel.: +420 602 404 790 | Tel.: +32 2 719 00 46 |
| E-mail: jan.van.geet@vgpparks.eu | E-mail: dirk.stoop@vgpparks.eu |
| | |
| Press contact Belgium, The Netherlands,
Luxemburg | Other Press contact |
| Arnaud Denis
PR Agent
Whyte Corporate Affairs | Meike Hansen
PR Agent
FleishmanHillard Germany GmbH |
| Tel.: +32 478 99 82 37 | Tel.: +49 69 40 57 02 465 |
| E-mail: ad@whyte.be | E-mail: meike.hansen@fleishmaneurope.com |
| | |
ABOUT VGP
Company overview
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VGP is a pure-play logistics real-estate company focused on Western and Central & Eastern Europe ("CEE"), and is specialised in the acquisition, development, and management of logistics real estate
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In March 2016, VGP entered into a 50/50 joint venture with Allianz (the "Joint Venture") the objective of which is to build a platform of new grade A logistics and industrial properties with a key focus on expansion in its core German market and high growth CEE markets
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The Company develops and constructs high-end logistics real estate and ancillary offices for its own account and for the account of the Joint Venture, which primarily has a hold strategy and to which certain new developments carried out by VGP are contributed
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The Company focuses on strategically located plots of land in Germany, some Central European countries, Spain and the Baltic countries, suitable for development of logistics business parks of a certain size, with the objective to build up an extensive and well-diversified land bank on top locations
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As at 30 June 2017, the Company had an in-house team of 126 people which manages all the activities of the fully integrated business model
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Over the last 10 years, the Company developed more than 2.2 million sqm of lettable area. As at 30 June 2017 a further 516,461 sqm were under construction (excluding Estonia[2]), 71% of which are pre-leased
Strategy
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The aim of the Company is to become a leading specialised developer and owner of high-quality logistic property for the mid-European region, Germany, Spain and possibly other countries, depending on market demand and perceived trends
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The Joint Venture`s objective is to build a platform of new, grade A logistics and industrial properties with a key focus on expansion in its core German market and high growth CEE markets. The Joint Venture aims to double its portfolio size to ca. €1.7 billion, exclusively via the contribution to the Joint Venture of new logistics developments carried out by VGP
Operations
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VGP`s portfolio, together with the Joint Venture`s portfolio (at 100%), had a gross asset value of €1.3 billion as of 30 June 2017[3] (excluding Estonia[4]), split between 37% own assets (€500 million[5] and 63% Joint Venture assets (€844 million - at 100%)
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The portfolio (excluding Estonia[6], and including the Joint Venture`s portfolio (at 100%)) was, as of 30 June 2017, spread across Germany (53%), Czech Republic (22%), Spain (10%), Hungary (5%), Slovakia (5%) and Romania (5%) by total contracted rent[7]
Dividend policy
At the end of August 2017, the Board of Directors adopted a formal dividend policy. As a result, as from 2018 onwards and subject to (i) the availability of sufficient distributable reserve, (ii) available cash generated from distributions by the Joint Venture, (iii) free cash generated from the divestment cycles of income generating assets to the Joint Venture and (iv) shareholder approval, the Company intends to gradually increase the distribution of dividends over the next 3 years to target an annual distribution between 40% and 60% of its net profit for the year based on its consolidated IFRS financial statements.
Profile
VGP (www.vgpparks.eu) constructs and develops high-end logistic real estate and ancillary offices for its own account and for the account of its VGP European Logistics joint venture (50:50 joint venture between Allianz Real Estate and VGP), which are subsequently rented out to reputable clients on long term lease contracts. VGP has an in-house team which manages all activities of the fully integrated business model: from identification and acquisition of land, to the conceptualisation and design of the project, the supervision of the construction works, contracts with potential tenants and the facility management.
Important notice
The information contained in this announcement has been prepared by and is the sole responsibility of the Company. The information contained in this announcement is for general information only and does not purport to be full or complete.
This announcement does not constitute, or form part of, an offer or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for shares, and any purchase of, or application for, shares in the Company to be sold in connection with the Offering should only be made on the basis of information contained in the prospectus to be issued by the Company in connection with the Offering and any supplements thereto, as the case may be. This announcement is not a prospectus. The prospectus will contain detailed information about the Company and its management, risks associated with investing in the Company, as well as financial statements and other financial data.
No announcement or information regarding the Offering, as the case may be, or shares referred to above may be disseminated to the public in jurisdictions outside of 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 shares of the Company in any jurisdiction outside of Belgium where such steps would be required. The purchase of shares of the Company are subject to special legal or statutory restrictions in certain jurisdictions. The Company is not liable if the aforementioned restrictions are not complied with by any person.
These materials are not an offer of securities for sale in the United States. The securities to which these materials relate have not been registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration or in a transaction not subject to the registration requirements under the Securities Act. There will be no public offering of the securities in the United States.
In member states of the European Economic Area ("EEA") other than Belgium, this announcement is only addressed to and directed at persons (i) who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant Member State of the EEA) and any implementing measure in each relevant Member State of the EEA (the "Prospectus Directive"), or (ii) in any other circumstances not requiring the Company to publish a prospectus in such relevant Member State of the EEA as provided under Article 3(2) of the Prospectus Directive. In addition, this document is being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "relevant persons"). Any invitation, offer or agreement to subscribe, 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.
Each of J.P. Morgan, KBC Securities, Belfius and ING are acting exclusively for the Company and certain existing shareholders, and no one else in connection with the Offering. They will not regard any other person (whether or not a recipient of this announcement) as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and certain existing shareholders for providing the protections afforded to their respective clients nor for giving advice in relation to the Offering, the contents of this announcement or any transaction or arrangement referred to herein.
None of J.P. Morgan, KBC Securities, Belfius and ING 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 announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, 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 the announcement or its contents or otherwise arising in connection therewith.
In connection with the Offering, each of J.P. Morgan, KBC Securities, Belfius and ING and any of their respective affiliates, may take up a portion of any offered shares as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such offered shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the prospectus, once published, to the offered shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by any of J.P. Morgan, KBC Securities, Belfius and ING and any of their respective affiliates acting in such capacity. In addition, J.P. Morgan, KBC Securities, Belfius and ING may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of any offered shares. None of J.P. Morgan, KBC Securities, Belfius and ING nor any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Certain information contained in this announcement may constitute "forward-looking statements," which can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue," "target" or "believe" (or the negatives thereof) or other variations thereon or comparable terminology. These forward looking statements include matters that are not historical facts and include statements regarding the Company`s intentions, beliefs or current expectations concerning, among other things, the Company`s results of operations, financial condition, liquidity, prospects, growth and strategies. Due to various risks and uncertainties, actual events or results or actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. As a result, investors should not rely on such forward-looking statements in making their investment decisions. No representation or warranty is made as to the achievement or reasonableness of and no reliance should be placed on such forward-looking statements.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, the factors that will be described in the risk factors section of the prospectus. Save as required by law, the Company expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
Information in this announcement or any of the documents relating to the Offering cannot be relied upon as a guide to future performance.
Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of the shares can decrease as well as increase.
[1] Subject to an early closing. Subscription period for retail investors will end one day earlier (i.e. 24 October 2017 at 4 p.m. CET).
[2] The Park in Estonia (successful closing announced on 15 September 2017) was, as at 30 June 2017, held as an asset for sale on the balance sheet. Including Estonia, 527,876 sqm of lettable area were under construction as at 30 June 2017, more than 73% of which were pre-leased.
[3] Based on Jones Lang LaSalle`s (JLL) valuation as of 30 June 2017.
[4] The Park in Estonia (successful closing announced on 15 September 2017) was, as at 30 June 2017, held as an asset for sale on the balance sheet. Gross asset value of VGP`s portfolio, including the JV portfolio (at 100%) and including Estonia was €1.4 billion based on JLL`s valuation as of 30 June 2017, split between 39% own assets and 61% Joint Venture assets.
[5] The Park in Estonia (successful closing announced on 15 September 2017) was, as at 30 June 2017, held as an asset for sale on the balance sheet. Gross asset value of VGP`s Own portfolio, including Estonia, was €550 million based on JLL`s valuation as of 30 June 2017.
[6] The Park in Estonia (successful closing announced on 15 September 2017) was, as at 30 June 2017, held as an asset for sale on the balance sheet.
[7] Includes annualised rental income from completed and under construction assets; for under construction assets rental income corresponds to annualised committed rental income (only considers the part of the annualised rental income from the asset that are already pre-let).
VGP_Press Release_Launch Transaction_EN_12.10.17
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: VGP NV via GlobeNewswire
HUG#2141429
