Capital increase of up to 80 MEUR via an accelerated private placement to institutional investors

Key details of the accelerated private placement

• Capital increase: Issue of new shares (the “New Shares”) for an amount of up to 80 MEUR within the authorised capital with cancellation of the statutory preferential subscription right of, and without granting irreducible allocation rights to the existing shareholders, by means of an exempt accelerated private placement with composition of an order book to institutional investors (the “ABB” or the “Offering”).
• Reasons for the Offering: The net proceeds of the Offering will be used to strengthen Xior's position in Poland through the planned acquisition of 2 operational prime student residences in Wroclaw and Warsaw for approx. 67 MEUR. The remaining amount will be used to repay debtsfor approx. 11.5 MEUR.
• Coupon detachment: Coupon N°26 representing the dividend right from 18 April 2024 until 31 December 2024 with a value of 1.2463 EUR gross will be detached from the existing shares before opening of the stock market on 17 January 2025. The New Shares will be issued with coupon N°27 and following attached and will upon their issue be entitled to the dividend as of 1 January 2025
• Earnings forecast (EPS) 2024: In the context of this intended capital increase, the auditor issued a report in relation to the accounting and financial data included in the special report of the Board of Directors acting on the intended capital increase. Xior confirms its previously announced profit forecast for FY 2024 of 2.21 EUR per share (group share), as well as the proposed gross dividend of 1.768 EUR per share.
• The capital increase, if successful, will lead to a reduction of the debt ratio while maintaining earnings
  • EPS 2025: Under the assumption of a successful completion of the intended capital increase, and thanks to the rise in earnings as a result of the recent acquisitions and those announced today, the completion of more than 1,000 new student rooms in 2024, and the like-for-like rental growth of 6.52% at Q4 2024, confirming the pricing power of student accommodation, Xior expects to realise earnings per share of minimum 2.21 EUR (group share) and dividend per share of minimum 1.768 EUR for 2025 (i.e. at least stable compared to 2024)¹. This takes into account the realised divestment plan and the maximum amount of the intended capital increase amounting to approx. 80 MEUR².
  • Debt ratio: Including the intended capital increase, if successful, and the Polish acquisitions announced today, Xior will also achieve its target of bringing its debt ratio and LTV below 50%³.
• Syndicate: ING Belgium NV/SA and Van Lanschot Kempen N.V. are acting as Joint Global Coordinators and ABN AMRO BANK N.V. in cooperation with ODDO BHF SCA, BNP Paribas Fortis NV/SA and KBC Securities NV/SA are acting as Joint Bookrunners in this transaction.

 

In the PDF file below, you will find the full press release.

Disclaimer

These written materials, and any copy thereof, may not be directly or indirectly distributed in or to persons located, domiciled, resident, or physically present in Australia, Canada, Japan, South Africa, or any other jurisdiction where such distribution could constitute a breach of the applicable laws of such jurisdiction.

These written materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or subscribe for, or the announcement of a forthcoming offer to sell or subscribe for, or a solicitation of any offer to buy or subscribe for, or the announcement of a forthcoming solicitation of any offer to buy or subscribe for, existing or new shares of the Company in, or in respect of residents, inhabitants or citizens of the United States of America, Australia, Canada, Japan, Africa, Switzerland or the United Kingdom. No offer to sell or subscribe for shares, or announcement of a forthcoming offer to sell or subscribe for shares, will be made in Belgium, the United States of America, Australia, Canada, Japan, South Africa, Switzerland, the United Kingdom or 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 such jurisdiction, and the distribution of this communication in such jurisdictions may be similarly restricted. Persons into whose possession this communication comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the security laws of any such jurisdiction.

This press release contains forward-looking statements or statements that could be considered as such. Forward-looking statements are generally identifiable by the use of the words “may”, “will”, “should”, “plan”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “goal” or “target” or the negative of these words or other variations on these words or comparable terminology., and contain x²statements made by the Company regarding the intended results of its strategy. Forward-looking statements are based on current expectations and involve a number of known and unknown risks, uncertainties and other factor that could cause Xior Student Housing NV’s or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on forward-looking statements and Xior Student Housing NV does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.

This announcement is not for publication, distribution or release , directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “US Securities Act”) and must not be offered or sold in the United States of America, except pursuant to an applicable exemption from the registration requirements of the US Securities Act. The issuer of the securities has not registered, and does not intend to register, any portion of the transaction in the United States America. No public offering of securities is being made in the United States of America.

In relation to each Member State of the European Economic Area (each a “Relevant Member State”), an offer of securities to which this communication relates is only addressed to and is only directed at “qualified investors” in that Relevant Member State 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 European Economic Area (the “Prospectus Regulation”)) (“Qualified Investors”).

In the United Kingdom, this press release is only addressed to "qualified investors" as defined in article 2(e) of the Prospectus Regulation as amended and transposed into UK law under the European Union (Withdrawal) Act of 2018 and the European Union (Withdrawal Agreement) Act 2020 who are also (i) persons having professional experience in matters relating to investments falling within the definition of “investment professionals” in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) “high net worth companies”, “unincorporated associations”, etc. falling within article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of new shares may otherwise lawfully be communicated and who can lawfully participate in the private placement (all such persons together being “Relevant UK Persons”). Any investment activity to which the following information relates will only be available to, and will only be undertaken with, Relevant UK Persons. Persons who are not Relevant Persons should not take any action on the basis of this announcement and should not act or rely on it. In Switzerland an offer of securities to which this communication relates is only addressed to “profession clients” as defined in article 4 of the Swiss act on financial services (“Finanzdienstleistungsgesetz”) of 15 June 2018, as amended (the “FinSa”), in accordance with the prospectus exemption provided for in article 36 of the FIinSA. Any investment activity covered by this press release will only be available to, and will only be undertaken with, professional clients. The distribution of this press release in other jurisdictions may be restricted by law, and persons into whose possession this press release comes should inform themselves about and comply with any such restrictions. The offer is therefore exempted from the obligation to prepare and publish a prospectus under article 36 of the FinSA and the securities will not be admitted to trading on any Swiss trading platform. This communication does not constitute a prospectus in accordance with FinSA and the Company will not prepare such prospectus in light of the offer of securities are referred to herein. This press release has been prepared in Dutch and has been translated into English and French. In case of discrepancies between the different versions of this press release, the Dutch version will prevail.

Information for distributors
The Joint Global Coordinators & Joint Bookrunners have informed the Company that the following information is intended for distributors only. The information is provided by the Joint Global Coordinators & Joint Bookrunners and the Company does not accept any responsibility for it.
Solely for the purposes of the “product governance” requirements contained in: (a) EU Directive 2014/65/EU on Markets in Financial Instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (collectively, the “MiFID II Product Governance Requirements”), the Joint Global Coordinators & Joint Bookrunners have informed the Company that they have subjected the new shares that are the subject of the Proposed Offering to a so-called product approval process, based on which it was determined that such new shares: (i) are compatible with an end-market of retail investors and investors meeting the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) are eligible for distribution through all distribution channels as permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should bear in mind that: the price of the new shares may fall and investors may lose all or part of their investment; the new shares offer no guaranteed income and no capital protection; and an investment in the new shares is only compatible or other adviser) of assessing the merits and risks of such an investment and who have sufficient resources to bear any losses that may arise from it. The Target Market Assessment does not affect the requirements of any contractual, statutory or regulatory selling restrictions in relation to the proposed Offer. It is further noted that notwithstanding the Target Market Assessment, the Joint Global Coordinators & Joint Bookrunners will only attract investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or proceed to purchase, or take any other action in respect of the new shares.
Each distributor is responsible for conducting its own target market assessment in relation to the new shares and for determining appropriate distribution channels.

 

For more information, please contact: 

_{Xior Student Housing NV
Frankrijklei 64-68
2000 Antwerp, Belgium
www.xior.be}

_{Christian Teunissen, CEO
Frederik Snauwaert, CFO
info@xior.be
T +32 3 257 04 89}

_{Xior Investor Relations
Sandra Aznar
IR & ESG Director
ir@xior.be
T +32 3 257 04 89}

______________

¹ Including the planned capital increase for the payment of the second earn-out under the Basecamp transaction on or around 31 March 2025.

² Maximum 3,466,204 New Shares in accordance with the special report of the Board of Directors.

³ Including the positive impact of approx.-0.5% on the debt ratio after the second earn-out payment under the Basecamp transaction on or around 31 March 2025.