- Immobel SA/NV (“Immobel” or the “Company”) announces the launch of a private placement of approximately 800,000 treasury shares (corresponding to approximately 8% of the share capital) to qualified investors by means of an accelerated bookbuilding process.
- Through the private placement, Immobel intends to raise additional funds to accelerate its investment strategy and finance additional projects already identified in Belgium, France and Luxembourg.
- The offered shares will be fully entitled to the dividend for the 2019 financial year (expected to be €2.66 per share) to be approved by the General Meeting on 28 May 2020 and paid on 4 June 2020.
- Executive Chairman and major shareholder Marnix Galle has committed to participating in the private placement. Separately, seven senior management members have also committed to supporting the transaction.
- Joh. Berenberg, Gossler & Co.KG (“Berenberg”) is acting as Sole Global Coordinator and Sole Bookrunner in the private placement.
Today, Immobel has resolved to launch a private placement of approximately 800,000 treasury shares, corresponding to approximately 8% of the share capital, through an accelerated bookbuilding process. As a result, the private placement is expected to increase Immobel’s free float to approximately 37%.
Use of proceeds
The Company intends to use the net proceeds from the sale of its treasury shares to accelerate its investment strategy and finance additional projects, of which ten have already been identified in Brussels, Paris and Luxembourg.
These projects are expected to generate a return on equity of at least 15% and serve as an addition to the existing portfolio of €4.5 billion GDV, mainly focused on residential real estate in prime locations.
Three of the ten new projects are already under exclusivity in Luxembourg for a total GDV of approx. €450 million. Furthermore, the Company is also in negotiations to acquire three off-market projects in Paris for a total GDV of approx. €285 million.
Following the transaction, Immobel will be well positioned to capitalise on growth opportunities in a fragmented market with increased pressure on competition, thanks to its healthy balance sheet and its strong sourcing capabilities.
Ranking of shares and dividend entitlement
The treasury shares rank pari passu in all respects with existing Immobel shares. Therefore, the offered shares will be entitled to the dividend for the 2019 financial year (expected to be €2.66 gross per share as proposed by the Board of Directors), to be approved by the General Meeting on 28 May 2020 and paid on 4 June 2020 (dividend ex-date being 2 June 2020 and record date being 3 June 2020).
Major shareholder and management participation
In order to support the transaction, seven senior management members, including Chief Financial Officer and Chief Operating Officer, have committed to separately purchasing treasury shares for an amount of €0.7 million. These treasury shares will be sold by Immobel to the members of senior management in accordance with article 7:218, §1, 5° of the Belgian Code for Companies and Associations, subject to determination of a pricing in connection with the private placement with qualified investors.
In addition, the Executive Chairman and major shareholder Marnix Galle has committed to supporting the private placement by up to €2.0 million via his investment vehicle A3 Capital NV (holding approx. 58.8% of Immobel’s share capital prior to the private placement). Mr Galle has agreed not to be treated preferentially compared to other participating investors and to be allocated shares in the best interests of the Company in order to further increase the free float and resulting liquidity in Immobel shares.
The private placement
Until the results of the private placement are announced, trading in Immobel shares on the regulated market of Euronext Brussels will be suspended. The relevant request to suspend trading in shares in Immobel has been submitted to the FSMA.
The private placement will be executed in accordance with article 8.7,2° of the Royal Decree implementing the Belgian Code for Companies and Associations. In the context of the accelerated bookbuilding process, the treasury shares will be offered exclusively to qualified investors. Books will open shortly after this publication and may close at short notice. The results of the private placement will be announced shortly after the bookbuilding process, and settlement is expected to take place two business days after the announcement of the results of the private placement.
The treasury shares will be offered through a private placement to qualified investors in Belgium and elsewhere in the European Economic Area. The treasury shares will only be offered and sold outside the United States in accordance with Regulation S under the US Securities Act of 1933, as amended.
The Company, the seven senior management members as well as Executive Chairman and major shareholder Marnix Galle have all agreed to a lock-up of 180 days following the transaction, subject to customary exceptions.
Berenberg is acting as Sole Global Coordinator and Sole Bookrunner in the private placement.
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