VGP NV: To Launch Capital Increase of Approximately € 200 Million Via an Accelerated Bookbuild Offering
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, JAPAN, CANADA, AUSTRALIA OR SWITZERLAND
Press Release
Regulated Information
21 April 2020, 1:00pm, Antwerp (Berchem), Belgium: VGP NV (‘VGP’ or ‘the company’), a leading European provider of high-quality logistics and semi-industrial real estate, announces the following:
- VGP is launching a capital increase in cash by means of a private placement via an accelerated bookbuild offering with international institutional investors (the ‘Capital Increase’)
- The targeted amount of the Capital Increase is gross proceeds of approximately € 200 million
- The accelerated bookbuild procedure will start immediately after publication of this press release
- VGP has requested that trading of VGP shares on the Euronext Brussels and Prague Stock Exchange regulated markets be suspended until the results of the Capital Increase are published in a press release, which is expected on or around 22 April 2020
- The company will primarily use the net proceeds from the Capital Increase to increase its financial purchasing power and strengthen its shareholders’ equity in order to finance the investment pipeline and to be able to benefit from additional investment opportunities
- The reference shareholders Mr. Jan Van Geet and Mr. Bart Van Malderen have each irrevocably committed to subscribe the new shares to be issued at their final issue price for an amount of up to EUR 70,000,000 and EUR 40,320,000 respectively and in return will receive allocation pro-rata to their existing stakes of 33.81% and 20.16%. By doing so, both underline their confidence in VGP and its future outlook
- The proceeds from the Capital Increase have an estimated pro-forma impact of -14.8% on the gearing ratio reducing it to 24.5% based on an estimated pro-forma year-end balance sheet (from 39.3% as at 31 December 2019)
VGP’s Chief Executive Officer, Mr. Jan Van Geet, said: “As we announced in our trading update last week, based on our full order book, a diversified and quality tenant portfolio across a broad range of industry segments and strong balance sheet I hope and believe we are well placed to weather the current storm”.
Mr. Jan Van Geet concluded: “Yet, through our capital raising today, we significantly strengthen our capital base and provide ourselves additional resources to pursue our strategy of capturing investment opportunities whilst at the same time delivering on a significant pre-committed pipeline. With a strong capital position, we position ourselves to capture opportunities for new business at attractive margins across the countries in which we operate.”
Structure
- The Capital Increase shall take place by means of a private placement via an accelerated bookbuild offering to eligible investors through the Syndicate Banks including to (i) qualified investors in the European Economic Area and in the United Kingdom, as defined in Article 2(e) of the Prospectus Regulation and in accordance with the prospectus exemption provided in Article 1.4(a) of the Prospectus Regulation, and (ii) qualified institutional buyers in the United States of America, as defined in Rule 144A of the US Securities Act, based on Rule 144A or any other available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act
- This Capital Increase shall take place within the authorised capital, waiving the legal preferential right of existing shareholders (partly in favour of the reference shareholders; see below)
- The final issue price and the final number of new shares to be issued, shall be determined by the Board of Directors in consultation with the Joint Global Coordinators
- This Capital Increase is in line with the authorised capital that was approved at the Extraordinary General Meeting of 10 May 2019 which as of today has not been utilised
Reference shareholders
- Mr. Jan Van Geet (through Little Rock SA) and Mr. Bart Van Malderen (through VM Invest NV) have each irrevocably committed to subscribe to the new shares to be issued at their final issue price for an amount of up to EUR 70,000,000 and EUR 40,320,000 respectively. By doing so, both affirm their confidence in VGP and its future outlook
- Mr. Jan Van Geet and Mr. Bart Van Malderen have made this subscription commitment dependent on obtaining the commitment from VGP to guarantee to each of Mr. Jan Van Geet and Mr. Bart Van Malderen an allocation in the Capital Increase of a number of new shares pro rata their current shareholding in the company of 33.81% (calculated on the basis of the shares held by Mr. Jan Van Geet on a consolidated basis) and 20.16% (representing the shareholding through VM Invest NV) respectively, at the final issue price determined by the accelerated bookbuild procedure. VGP has committed to this pre-allocation towards each of Mr. Jan Van Geet and Mr. Bart Van Malderen. For any excess amount, Mr. Jan Van Geet and Mr. Bart Van Malderen will participate in the accelerated bookbuild procedure, in which they will be treated the same as any other investors in accordance with the solicitation and allocation protocol entered into between VGP and the Joint Global Coordinators
- Considering this pre-allocation, in application of Article 7:193 of the Belgian Companies and Associations Code, the legal preferential right shall therefore be partially cancelled in favor of Mr. Jan Van Geet and Mr. Bart Van Malderen. By extension, the legal conflict of interest rule (in application of Article 7:96 and 7:200, 2° of the Companies and Association Code) on the part of Mr. Jan Van Geet and Mr. Bart Van Malderen shall be applied throughout the whole process of this Capital Increase due to governance considerations
New Shares
- The new shares shall be issued in accordance with Belgian law and are ordinary shares that represent the capital, in the same form as the existing shares. They shall confer the same rights as the existing shares
- The new shares shall be entitled to dividends from the moment of admission. The new shares therefore confer the right to dividend payable. VGP envisages a gross dividend amount of €60,394,913 payable in the 2020 calendar year. The determination of the exact payment date is proposed to be delegated to the board of directors by the ordinary shareholders’ meeting scheduled for 8 May 2020. Based on the new total shares outstanding the dividend per share for all shares will therefore be adjusted post completion of the Capital Increase
- As part of the Capital Increase, the company shall submit a request to Euronext Brussels and Prague Stock Exchange for the admission to trading of the new shares to be issued as a result of the Capital Increase, and expects the new shares to be admitted to trading on the Euronext Brussels and Prague Stock Exchange regulated markets immediately after their issue, expected on or around 24 April 2020
Syndicate
- J.P. Morgan Securities plc and KBC Securities NV are acting as Joint Global Coordinators and Joint Bookrunners of the Capital Increase, with Belfius Bank NV/SA acting as Joint Bookrunner (altogether referred as the ‘Syndicate Banks’)
- As part of the Capital Increase, VGP will be subject to a 180-day lock-up which will be subject to customary exceptions and may only be waived with the consent of the Joint Global Coordinators
Expected Capital Increase Timetable
| Launch of accelerated bookbuild and suspension of VGP shares during trading | 21 April 2020 |
| Accelerated bookbuild (intra-day) | 21 April 2020 |
| Press release on the results of the accelerated bookbuild, the issue price and the number of new shares to be issued – resumption of trading of VGP shares (subject to acceleration/extension) | 22 April 2020 |
| Definitive allocation of new shares | 22 April 2020 |
| Payment for the new shares subscribed for | 24 April 2020 |
| Determination of the realization of the Capital Increase and delivery of new shares to subscribers | 24 April 2020 |
| Admission to trading of the new shares on the regulated markets of Euronext Brussels and the Prague Stock Exchange | 24 April 2020 |
CONTACT DETAILS FOR INVESTORS AND MEDIA ENQUIRIES
| Martijn Vlutters (VP – Business Development & Investor Relations) | Tel: +32 (0)3 289 1433 |
| Petra Vanclova (External Communications) | Tel: 07 |
| Anette Nachbar Brunswick Group | Tel: 63 |
ABOUT VGP
VGP is a leading pan-European developer, manager and owner 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. The company has a development land bank (owned or committed) of 6.67 million m² and the strategic focus is on the development of business parks. Founded in 1998 as a family-owned real estate developer in the Czech Republic, VGP with a staff of circa 220 employees today owns and operates assets in 12 European countries directly and through VGP European Logistics and VGP European Logistics 2, both joint ventures with Allianz Real Estate. As of December 2019, the Gross Asset Value of VGP, including the joint ventures at 100%, amounted to €2.77 billion and the company had a Net Asset Value (EPRA NAV) of €741 million. VGP is listed on Euronext Brussels and on the Prague Stock Exchange (ISIN: BE0003878957).
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DISCLAIMER
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
This announcement is not for distribution, directly or indirectly in the United States of America, Canada, Australia, Japan or Switzerland, or any other jurisdiction where distribution would not be permitted by law. The information contained herein does not constitute an offer of securities for sale in the United States of America, Australia, Canada, Japan, South Africa or Switzerland.
This announcement does not constitute an offer of securities in the United States of America, or a solicitation to purchase securities in the United States of America. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or under the securities law of any state or jurisdiction in the United States of America and may not be offered, sold, resold, transferred or delivered, directly or indirectly within the United States of America except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or jurisdiction of the United States of America. The company has not registered, and does not intend to register, any portion of the offering in the United States of America. There will be no public offer of securities in the United States of America.
In the European Economic Area and in the United Kingdom an offer of securities to which this communication relates is only addressed to and is only directed at qualified investors in that Member State and the United Kingdom within the meaning of Regulation ((EU) 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, and any implementing measure in each relevant Member State of the EEA and in the United Kingdom.
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