VGP NV: to Launch Private Placement of 929,153 Existing Shares Via an Accelerated Bookbuild Offering
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, JAPAN, CANADA, AUSTRALIA, SOUTH AFRICA OR SWITZERLAND
Press Release
Regulated Information – Inside information
2 September 2020, 2:30 pm, Antwerp (Berchem), Belgium: VGP NV (‘VGP’ or ‘the Group’), a leading European provider of high-quality logistics and semi-industrial real estate, announces the following:
- VGP Belgium NV, a 100% subsidiary of VGP NV and formerly named VGP MISV Comm. VA, is launching an offering of existing shares of VGP (the “Shares”) in cash by means of a private placement via an accelerated bookbuild offering with institutional investors (the ‘Placement’).
- The Placement covers up to 929,153 Shares held by VGP Belgium NV, corresponding to a maximum of 4.51% of the share capital of VGP.
- The accelerated bookbuild procedure will start immediately after publication of this press release.
- VGP has requested that trading of the Shares on the Euronext Brussels and Prague Stock Exchange regulated markets be suspended until the results of the Placement are published in a press release, which is expected on or around 3 September 2020.
- The net proceeds from this Placement will be received by VGP Belgium NV and will be used by the Group to further finance the development of current projects under construction and new pre-let projects as well as the selective expansion of the land bank.
VGP’s Chief Executive Officer, Mr. Jan Van Geet, said:
“Following the transition last year to our new long-term management incentive plan, the shares held as part of the former scheme within the MISV vehicle1 lost their original purpose. For that reason, we are selling these treasury shares in the market as we believe the capital is better put to work by supporting our investment pipeline and enabling us to continue to capture additional growth opportunities.”
Jan Van Geet added: “Furthermore, maintaining a fortress capital position remains critical due to the anticipated opportunities arising out of the notable accelerating adoption of e-commerce across society and an increasing emphasis by our tenants on the resiliency of their logistics supply chains which is progressively driving demand for our prime warehouses across Europe.”
Structure
- The Placement shall take place by means of a private placement via an accelerated bookbuild offering to eligible investors 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) in the United States to qualified institutional buyers as defined in, and in accordance with, Rule 144A under the U.S. Securities Act of 1933, as amended (the “US Securities Act”).
- The final placement price and the final number of Shares shall be determined by the sole director of VGP Belgium NV in consultation with the Joint Global Coordinators.
- J.P. Morgan Securities plc and KBC Securities NV are acting as Joint Global Coordinators and Joint Bookrunners of the Placement, with Belfius Bank NV/SA acting as Joint Bookrunner.
- As part of the Placement, VGP and VGP Belgium NV 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 Timetable
| Launch of accelerated bookbuild and suspension of VGP shares during trading | 2 September 2020 |
| Accelerated bookbuild (intra-day) | 2 September 2020 |
| Press release on the results of the accelerated bookbuild – resumption of trading of the Shares (subject to acceleration/extension) | 3 September 2020 |
| Definitive allocation of the Shares | 3 September 2020 |
| Payment for the Shares subscribed for | 7 September 2020 |
| Determination of the realization of the Placement and delivery of the Shares to subscribers | 7 September 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. VGP has a development land bank (owned or committed) of 6.89 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 230 employees today owns and operates assets in 12 European countries directly and through three joint ventures with Allianz Real Estate (VGP European Logistics, VGP European Logistics 2 and VGP Park München). As of June 2020, the Gross Asset Value of VGP, including the joint ventures at 100%, amounted to €3.23 billion and it had a Net Asset Value (EPRA NAV) of €1,079 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, South Africa, 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 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. VGP 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.
1 VGP MISV Comm. VA, which has since been renamed to VGP Belgium NV, a 100% subsidiary of VGP NV
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