Capital increase of approx. 178,9 MEUR fully subscribed. Results of the Offer and the amount payable to holders of non-exercised (or qualifying as such) Priority Allocation Rights.
ADVERTISING: NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE TO OR WITHIN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER COUNTRY OR JURISDICTION WHERE ITS DISSEMINATION WOULD BE CONTRARY TO THE LAW OR OTHER RESTRICTIONS APPLY.
Public Offering for subscription up to a maximum of 4,209,288 New Shares in the context of a capital increase in cash within the authorised capital with Priority Allocation Right for an amount of up to a maximum of 178,894,740 EUR fully subscribed
Result of the sale of the Scrips
Xior announces the results of the Offer and the amount payable to the holders of the non-exercised (or qualified as such) Priority Allocation Rights, after the full supscription of the capital increase for an amount of approx. 178.9 MEUR.
During the Subscription Period with Priority Allocation Rights, represented by coupon no. 18, which ended on 4 March 2021, 3,898,723 New Shares were subscribed to, representing 92.62% of the total number of New Shares offered.
The 1,552,826 (i) non- exercised Priority Allocation Rights at the closing date of the Subscription Period and (ii) exercised registered Priority Allocation Rights (x) for which a duly completed subscription form or request for dematerialisation was not received in time, (y) which have not been sold in the name of the Company and for the account of the relevant registered shareholder by ING Belgium NV (notwithstanding any instruction in the subscription form) or (z) for which the total Issue Price has not been paid on time (and which therefore all qualifie as non-exercised Priority Allocation Rights), have been sold on 5 March 2021 in the form of Scrips in an exempted accelerated private placement with the composition of an order book, as described in chapter 8.1.4 of the Prospectus (the "Private Placement of the Scrips"). The Scrips purchasers have thus subscribed to the 310,565 New Shares still available at the same price and at the same ratio applicable to subscriptions by way of exercising the Priority Allocation Rights, namely 1 New Share (at 42.50 EUR per New Share) for 5 Priority Allocation Rights in the form of Scrips. The total order book in the Scrips Private Placement amounted to more than 4 times the number of available New Shares.
The gross proceeds of the 100% subscribed New Shares, after the Subscription Period with Priority Allocation Rights and the Private Placement of the Scrips, amount to 178,894,740 EUR. The net proceeds of the Offer, (after deduction of the costs of the Offer) are estimated at approx. 175 MEUR.
"The entire Xior team wishes to express its gratitude to all investors for making this fourth public capital increase another success. Five years after our IPO, we are particularly proud that we have been able to count on our loyal investors all these years. The high take-up of 92.62% confirms the confidence in Xior's growth story and operational model, as well as in the resilience of the student market in times of crisis. The realisation of this transaction is another important milestone in the further expansion of the company, which allows us, together with the entire team, to continue to confidently roll out our growth in the Benelux and Iberia”, said Christian Teunissen, CEO of Xior.
The net proceeds from the sale of the Scrips, minus the costs, expenses and charges of any kind incurred by the Company in connection with the Private Placement of the Scrips (the "Excess Amount"), attributable to holders of non-exercised (or qualifying as such) Priority Allocation Rights amount to 0.83 EUR per Scrip. Xior expects this amount to be available and paid out on presentation of coupon no. 18 from 12 March 2021.
The payment and delivery of the New Shares is expected to take place on 9 March 2021. In principle, the New Shares will be admitted to trading on the regulated market of Euronext Brussels from the same date. Following this transaction, the number of issued Xior shares will increase from 21,046,441 to 25,255,729.
Trading in the Company's Shares on the regulated market of Euronext Brussels was suspended today, 5 March 2021, at the Company’s request, from the market opening, in the lead-up to the publication of the results of the subscription with Priority Allocation Rights and of the Private Placement of the Scrips. Now that this phase has been successfully completed, the Company has requested the lifting of the suspension.
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Belfius Bank and ING Belgium acted as Joint Global Coordinators & Joint Bookrunners, and BNP Paribas Fortis, ABN AMRO - ODDO BHF and KBC Securities acted as Joint Bookrunners and formed, together with the Joint Global Coordinators & Joint Bookrunners, the Underwriters in the context of the Offer.
In the PDF file added below you'll find the details of the results of the capital increase of approx. 178,9 MEUR
For more information about this transaction, please contact:
Xior Student Housing NV
Mechelsesteenweg 34, box 108
2018 Antwerp
www.xior.be
Christian Teunissen, CEO
Frederik Snauwaert, CFO
Bastiaan Grijpink, CIO
info@xior.be
T +32 3 257 04 89
Xior Investor Relations
Sandra Aznar
Head of Investor Relations
ir@xior.be
T +32 3 257 04 89
Disclaimer
These written materials are not for distribution in or to persons resident in the United States of America, Australia, Canada, Japan or South Africa. The information contained herein does not constitute an offer of securities for sale in the United States of America, Australia, Canada, Japan or South Africa.
This information is an advertisement and not a prospectus and investors should not purchase or subscribe for any securities referred to in this information except on the basis of information in the prospectus to be published by Xior Student Housing NV (“Xior” or the “Company”) in due course in connection with the offering (the “Prospectus”). Copies of the Prospectus will, following publication and subject to restrictions set forth in the Prospectus, be available from the Company’s registered office at Mechelsesteenweg 34, box 208, 2018 Antwerp, Belgium and on the website www.xior.be and will also be made available upon request at ING, Belfius, BNP Paribas Fortis and KBC Securities.
This information does not contain a solicitation for money, securities or other considerations and, if sent in response to the information contained herein, will not be accepted. This announcement contains statements which are "forward-looking statements" or could be considered as such. These forward-looking statements can be identified by the use of forward-looking terminology, including the words 'believe', 'estimate', 'anticipate', 'expect', 'intend', 'may', 'will', 'plan', 'continue', 'ongoing', 'possible', 'predict', 'plans', 'target', 'seek', 'would' or 'should', and contain statements made by the Company regarding the intended results of its strategy. By their nature, forward-looking statements involve risks and uncertainties and readers are warned that none of these forward-looking statements offers any guarantee of future performance. The Company's actual results may differ materially from those predicted by the forward-looking statements. The company makes no undertaking whatsoever to publish updates or adjustments to these forward-looking statements, unless required to do so by law.
The Company’s securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or under the laws of any state or other jurisdiction in the United States of America, and may not be offered or sold within the United States of America except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. No public offering of securities will be made in the United States of America.
This information does not constitute an offer or invitation to proceed to an acquisition of or subscription for the Company’s securities, nor an offer or invitation to proceed to an acquisition of or subscription for the Company’s securities in the United States of America, Australia, Canada, Japan, South Africa, Switzerland, the United Kingdom or any other jurisdiction where such offer or invitation is not allowed without registration or qualification under the applicable legislation of the relevant jurisdiction, or where such offer or invitation does not meet the required conditions under the applicable legislation of the relevant jurisdiction.
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In the United Kingdom, this information is directed only at (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 entities, etc. falling within Article 49(2)(a) to (d) of the Order, and (iii) any other person to whom it may otherwise lawfully be communicated (all “Relevant Persons”). Any investment activity to which this document relates will only be available to and will only be engaged in with, Relevant Persons. No person who is not a Relevant Person may act or rely on this document or any of its contents.
In Switzerland, this information is directed only at persons that qualify as “professional clients” in accordance with Article 4 iuncto 36 of the Swiss Financial Services Act (“Finanzdienstleistungsgesetz”) of 15 June 2018, as amended (“FinSA”). Any investment activity to which this document relates will only be available to and will only be engaged in with, professional clients. Any person who is not a professional client should not act or rely on this document or any of its contents.The distribution of this document in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.
Any failure to comply with these restrictions may constitute a violation of the laws or regulations of the United States of America, Australia, Canada, Japan, South Africa, Switzerland, the United Kingdom or any other jurisdiction. The distribution of this information in other jurisdictions than Belgium, may be restricted by laws or regulations applicable in such jurisdictions. All persons in possession of this information must inform themselves about, and comply with, any such restrictions.
An investment in shares entails significant risks. Relevant investors are encouraged to read the Prospectus that is made available on the website of Xior, www.xior.be.
This document is not a prospectus and investors should not subscribe for or purchase any shares referred to herein except on the basis of the information contained in the Prospectus. Potential investors must read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities. The approval of the Prospectus should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market.
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.