Xior announces successful capital increase via accelerated private placement totalling approx.80 MEUR at a discount below 2%

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA, OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

On 16 January 2025, Xior Student Housing NV (the “Company” or “Xior”) launched a capital increase in cash within the authorised capital with cancellation of the statutory preferential subscription right of, and without granting irreducible allocation rights to the existing shareholders, through an exempted accelerated private placement with composition of an order book to institutional investors (“ABB”).1

Xior announces that it has successfully completed the ABB and that 2,877,698 new shares (approx. 6.80% relative to existing shares) (the “New Shares”) have been placed with institutional investors at an issue price of 27.80 EUR per share. This issue price represents a discount lower than 2% compared to the last available share price prior to the announcement of the ABB on Thursday 16 January 2025 of 28.3537 EUR (minus the value of coupon N°26, see below). Given the issue price and the number of New Shares, the capital increase results in gross proceeds of 80,000,004 EUR. The total demand exceeded several times the maximum number of shares offered.

Reasons for the ABB
The Company intends to use the net proceeds of the ABB to strengthen its position in Poland through the planned acquisition of 2 prime operational student residences in Wroclaw and Warsaw for a total investment value of 67 MEUR and an average initial gross yield of 10.5% as announced on 16 January 2025. The remaining amount will be used to repay debts for an amount of ca. 11.5 MEUR (see press release).

  • Wroclaw: The fully operational residence has a total investment value of approx. 55 MEUR and initial gross yield of approx. 11.1%. This brand new residence, completed in Q2 2022, has 775 beds and is located in a prime location near the University of Wroclaw
  • Warsaw: The fully operational residence has a total investment value of approx. 12 MEUR and initial gross yield of approx. 8.0%. This recently completed residence (Q4 2022), is located in a very convenient location and features 117 units for one or two residents

With this, Xior not only achieves further portfolio growth while maintaining profitability, but also strengthens its equity and reduces its debt ratio to below 50%.

  • Impact debt ratio: Pro forma, the debt ratio as at Q4 2024 falls to approx. 49.03%2 and LTV falls to approx. 49.64% compared to 50.64% and 50.99% respectively as at Q4 2024 (without the acquisitions and capital increase)

Dividend and coupon detachment
To enable the issue of the New Shares with dividend entitlement as of 1 January 2025, the Company has requested under the ABB to detach coupon N°26 from the existing shares with effect from 17 January 2025 before opening of the stock market. Coupon N°26 concerns the pro rata gross dividend right for the previous financial year 2024 from 18 April 2024 (inclusive) to 31 December 2024 (with a value of 1.2463 EUR). The New Shares will be issued with coupon N°27 and following attached and thereby entitle the holders to the profits from 1 January 2025. Upon the actual issue of the New Shares (expected on 21 January 2025), the existing shares and the New Shares will all be traded with coupon N°27 and following attached and thus have the same dividend rights.

Admission to trading of the New Shares
The issue, delivery and admission to trading on the regulated market of Euronext Brussels of the New Shares is expected to take place on 21 January 2025 (T+2). The New Shares will have ISIN code BE0974288202, the same code as the existing shares.

Trading in the Xior share has been temporarily suspended as a result of this ABB and will resume today, at the opening of the stock exchange.

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.

Standstill
Under the ABB, the Company has committed to a 90-day standstill on the issuance of New Shares, subject to customary and market-based exceptions, including the planned capital increase for the payment of the second earn-out under the Basecamp transaction (see press release).

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 See previous press releases of 16 January 2025.
2 The pro forma debt ratio as at Q4 2024 was calculated including the positive impact of approx. -0.5% of the second earn-out payment under the Basecamp transaction and including the intended capital increase.

 

Xior - Press Release - ABB 2025 - Results - EN - 17.01.2025.pdf

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Sandra Aznar

IR & ESG director

Christian Teunissen

CEO

Frederik Snauwaert

CFO

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About Xior Student Housing NV

Xior Student Housing NV is the first Belgian public regulated real estate company (RREC) specialising in the student housing segment in Belgium, the Netherlands, Spain, Portugal, Germany, Poland, Denmark and Sweden. Within this property segment, Xior Student Housing offers a variety of accommodation, ranging from rooms with shared facilities to en-suite rooms and fully equipped studios. Since 2007, as owner-operator, Xior Student Housing has built high-quality, reliable student accommodation for students looking for the ideal place to study, live and relax. A place with that little bit extra, where every student immediately feels at home.

Xior Student Housing has been accredited as a public RREC under Belgian law since 24 November 2015. Xior Student Housing's shares have been listed on Euronext Brussels (XIOR) since 11 December 2015. On 31 December 2024, Xior Student Housing held a property portfolio worth approximately 3.3 billion EUR. More information is available at www.xior.be.

Xior Student Housing NV, a Public RREC under Belgian law (BE-REIT)
Frankrijklei 64-68, 2000 Antwerp, Belgium
BE 0547.972.794 (Antwerp Register of Legal Entities, Antwerp Division)

Disclaimer

This press release contains forward-looking information, projections, convictions, opinions and estimates produced by Xior in relation to the expected future performance of Xior and of the market in which it operates ('forward-looking statements'). By nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, that appear justified at the time at which they are made but which may or may not turn out to be accurate, and there is a risk that the forward-looking statements will not be realised. Some events are difficult to predict and may depend on factors outside of Xior's control. In addition, the forward-looking statements are only valid on the date of this press release. Statements in this press release relating to past trends or activities may not be interpreted as an indication that such trends or activities will persist in future. Neither Xior nor its representatives, officers or advisers can guarantee that the parameters upon which the forward-looking statements are based are free of errors, nor can they indicate, guarantee or predict whether the expected results set out in such a forward-looking statement will ultimately be achieved. Actual profits, the financial situation and Xior's performance or results may therefore differ substantially from the information projected or implied in forward-looking statements. Xior expressly does not accept any obligations or guarantees as to public updates or reviews of forward-looking statements unless required to do so by law. 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.

Contact

Frankrijklei 64-68 2000 Antwerp, Belgium Belgium

+32 3 257 04 89

info@xior.be

www.xior.be