Xior announces the approval and publication of the Prospectus in connection with its voluntary and conditional public offer in cash for Quares Student Housing

NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE TO OR WITHIN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, UNITED KINGDOM, SOUTH AFRICA, SWITZERLAND OR ANY OTHER COUNTRY OR JURISDICTION WHERE ITS DISSEMINATION WOULD BE CONTRARY TO THE LAW OR OTHER RESTRICTIONS APPLY

Xior Student Housing NV ("Xior") announced on 11 October 20211 an agreement relating to the acquisition of 32.36% of the shares of Quares Student Housing NV/SA ("Quares Student Housing") (the “Reference Tranfser”) as well as its intention to launch a voluntary public tender offer for (i) all existing shares of Quares Student Housing which are not yet held by Xior and which are also not the subject of the aforementioned binding agreement, as well as the 4 shares which will be issued by Quares Student Housing as a result of the conversion of 10 convertible bonds which were issued by Quares Student Housing in accordance with the terms and conditions of issue set out in the information memorandum dated 3 October 2020 (and which have already expressed a wish to be converted on or before 15 September 2021) (together the "Shares") and (ii) the 42 convertible bonds issued by Quares Student Housing for which no wish to convert has been received on or before 15 September 2021 (the "Outstanding Bonds") (the "Offer"). Today, Xior announces the publication of the prospectus relating to the Offer (after approval by the FSMA on 7 December 2021) (the "Prospectus").

Xior intends to acquire 100% of the shares of Quares Student Housing. An additional mechanism to achieve this objective (in addition to the making of the Offer), is the exercise of the follow-on obligation as provided for in Article 8 of the Articles of Association of Quares Student Housing (“Follow-on obligation”). Once Xior has an agreement on the acquisition of 50% of the shares of Quares Student Housing, the shareholders of Quares Student Housing holding 50% or more of the shares of Quares Student Housing may exercise the Follow-on obligation, as a result of which Xior will acquire 100% of the shares of Quares Student Housing. If the Follow-on obligation is exercised, the minority shareholders of Quares Student Housing must transfer all their shares to Xior under the same conditions and at the same price as determined in respect of the Reference Transfer, whereby the net price for the shares will be at least equal to the intrinsic value of the shares determined on the basis of the latest known valuation value of the property portfolio carried out by a property expert appointed by Quares Student Housing. For more detailed information concerning the Follow-on obligation Xior refers to the Prospectus.

If the intended acquisition is successful, this strategic takeover will make Xior the absolute market leader for student accommodation in Belgium.

1 See press release dated 11 October 2021.

Find the full press release in the PDF file added below.
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For more information, please contact:

Xior Student Housing NV
Mechelsesteenweg 34, box 108
2018 Antwerp
www.xior.be

Xior Investor Relations
Sandra Aznar
Head of Investor Relations
ir@xior.be
T +32 3 257 04 89

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

Xior Press Release - Quares Student Housing - Launch PB - EN - 08.12.2021.pdf

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Sandra Aznar

Head of Investor Relations

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 March 2025, Xior Student Housing held a property portfolio worth approximately 3.36 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