Announcement of contribution in kind earn-out Basecamp
The capital increase for payment of the first tranche of this earn-out consideration amounts to approx. 17 MEUR (i.e. the first 50% of the earn-out plus applicable dividends) will take place on Thursday 18 April 2024, subject to the approval by the FSMA. These shares are all subject to a 6-months lock-up, as described in the securities note dated 13 September 2022. The exact number of new shares, (including the new denominator) that will be issued in consideration of this initial amount, determined on the 30-calendar day VWAP before 31 March 20244, as well as the contribution value and dilution effect of the capital increase, will be published on 18 April 2024. The new shares are expected to be listed on the stock exchange from 19 April 2024.
Ex-date coupon n° 24 & 25
In the context of this issue, Xior has requested to detach coupon n° 24 and n° 25, with effect from 16 April 2024 (ex-date).
- Coupon n° 24 representing the pro rata gross dividend right for the previous financial year 2023 from 25 April 2023 (inclusive) to 31 December 2023 (with a value of 1.2158 EUR)5;
- Coupon n° 25 representing the pro rata gross dividend right for the current financial year 2024 from its inception (1 January 2024) to 17 April 2024 (with an estimated value of 0.5217 EUR taking into account the expected dividend of 1.768 EUR for the current financial year 2024).
The new shares will be issued with coupons n° 26 and following attached and thereby entitling them to profit from 18 April 2024 (inclusive). The existing shares will trade ex-coupon n° 24 and n° 25 from tomorrow, 16 April 2024.
Financial impact
The earn-out was already recognised as a liability on Xior's balance sheet and accounted for as debt under IFRS, as the new issue price was not yet fixed. As a result of this issue, the debt will be reduced with a positive impact on the debt ratio of 0.50% whereby the dilution for the existing shareholders as a result of the issuance of the new shares cannot yet be determined at present, as the number of shares to be issued is (partly) determined as a function of the share price immediately prior to the issuance.
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1 As set out in the in the securities note dated 13 September 2022.
2 Less the gross amount of the coupon of the shares representing the pro rata dividend in which the relevant part of the earn-out is issued and with a minimum equal to the 30 calendar day average closing price per share in accordance with Article 26 §2, al. 1, 2° GVV Act (less the gross amount of coupons detached from the shares in accordance with Article 26 §2, al. 1, 2° GVV Act).
3 This amount should be further adjusted for (i) the usual adjustments for actual amounts of cash, debt and net working capital, among others, (ii) the NOI guarantee, and (iii) the sum of dividends paid on the number of Xior shares equal to the Earn-Out Share Number (i.e. the number of new shares equal to the earn-out adjusted for (i) and (ii) divided by the price per share) between 15 September 2022 and the dates on which earn-out 1 and 2 are paid, respectively.
4 Less the gross amount of coupon 25 of the shares and with a minimum equal to the 30 calendar days average closing price per share in accordance with Article 26 §2, al. 1, 2° GVV Act (less the gross amount of coupons 24 and 25 detached from the shares in accordance with Article 26 §2, al. 1, 2° GVV Act).
5 The total gross dividend for 2023 is EUR 1.768 per share spread between coupon no. 23 (EUR 0.5522), already detached on 21 April 2023, and coupon no. 24 (EUR 1.2158), subject to approval by the General Meeting on 16 May 2024.
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For more information, please contact:
Xior Student Housing NV
Frankrijklei 64-68
2000 Antwerp, Belgium
www.xior.be
Christian Teunissen, CEO
Frederik Snauwaert, CFO
[email protected]
T +32 3 257 04 89
Xior Investor Relations
Sandra Aznar
IR & ESG director
[email protected]
T +32 3 257 04 89