Announcement of results of first phase capital increase. 92.62% subscribed after the Subscription Period with 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 up to a maximum of approx. 178.9 MEUR.
92.62% subscribed for at the end of the Subscription Period with Priority Allocation Rights
Launch of Private Placement of the Scrips
Xior announces the results of the first phase of the capital increase in cash after the closing of the Subscription Period with Priority Allocation Rights.
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 1,552,825 (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 will therefore all qualify as non-exercised Priority Allocation Rights) will now be sold 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 Scrips"). The sale will take place immediately after the publication of this press release. The purchasers of Scrips will have to subscribe to the New Shares that are still available at the same price and at the same ratio applicable to subscriptions by way of exercising Priority Allocation Rights, namely 1 New Share (at EUR 42.50 per New Share) for 5 Priority Allocation Rights (in the form of Scrips).
The net proceeds from the sale of the Scrips, after deduction of costs, expenses and charges of any kind incurred by the Company in the context of the Scrips Private Placement (the "Excess Amount") will be distributed proportionally to all (i) holders of Priority Allocation Rights that were not exercised during the Subscription Period and (ii) holders of during the Subscription Period 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 was not paid on time (and which will therefore all qualify as non-exercised Priority Allocation Rights), upon presentation of coupon no. 18, in principle from 12 March 2021. If the Excess Amount divided by the total number of unexercised (or qualifying as such) Priority Allocation Rights is less than EUR 0.01 per Scrip, it will not be distributed to the holders of the non-exercised Priority Allocation Rights, but will be transferred and accrue to the Company.
The result of the subscriptions to the New Shares following the Private Placement of Scrips and the Excess Amount attributable to holders of non-exercised (or qualifying as such) Priority Allocation Rights will in principle be published on 5 March 2021 via a press release following the completion of the Private Placement of Scrips.
The payment and delivery of the New Shares will take place on 9 March 2021. In principle, the New Shares will be admitted to trading on the regulated market of Euronext Brussels as of that same date.
Trading in the Company's Shares on the regulated market of Euronext Brussels has been suspended today, 5 March 2021, at the Company’s request, from the market opening until the publication of the press release on the results of the Offer (thus including the results of the Private Placement of Scrips) which will be published on the Company's website later today.
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Belfius Bank and ING Belgium are acting as Joint Global Coordinators & Joint Bookrunners, and BNP Paribas Fortis, ABN AMRO - ODDO BHF and KBC Securities are acting as Joint Bookrunners and together with the Joint Global Coordinators & Joint Bookrunners, are the Underwriters for the Offer.
In the PDF file added below you'll find the details of the results of first phase capital increase.
For more information about this transaction, please contact:
Xior Student Housing NV
Mechelsesteenweg 34, bus 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.