Immobel SA/NV successfully completes the sale of 800,000 treasury shares in a private placement

Immobel SA/NV successfully completes the sale of 800,000 treasury shares in a private placement
  • Immobel SA/NV (“Immobel” or the “Company”) has successfully completed the private placement of 800,000 treasury shares, representing c. 8% of Immobel’s share capital.
  • The treasury shares have been placed at a price of €65.00 per share, resulting in gross proceeds for the Company of  €52 million, which will be used to accelerate its investment strategy and finance additional projects already identified in Belgium, France and Luxembourg.
  • The placed treasury 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.
  • Joh. Berenberg, Gossler & Co.KG (“Berenberg”) acted as Sole Global Coordinator and Sole Bookrunner in the private placement.

 

Immobel has successfully completed its sale of treasury shares announced earlier today. A total of 800,000 treasury shares, corresponding to c. 8% of Immobel’s share capital, were placed at a price of €65.00 per treasury share. Gross proceeds from the sale of the treasury shares for the Company amount to €52 million and will be used to accelerate its investment strategy and finance additional projects already identified in Belgium, France and Luxembourg.

The treasury shares placed via the accelerated bookbuilding process will be fully entitled to the dividend for the 2019 financial year and will rank in all respects pari passu with existing Immobel shares. The dividend for the 2019 financial year (as proposed by the Board of Directors) is expected to be €2.66 gross per share, 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).

Following the sale of 800,000 treasury shares and the separate participation of seven senior management members, the total number of shares entitled to the dividend will increase to 9,596,720 shares. At €2.66 gross per share, the total gross amount of the dividend pay-out would be €25,527,275.20.

Therefore, on 28 May 2020, the following amended resolution for the allocation of profits will be proposed to the General Meeting for approval:

  • Proposal for the distribution of a gross dividend of €2.66 per share (unchanged).
  • Proposal for the allocation of up to 1% of the consolidated net profits, totalling €1,022,400.00 to good causes (unchanged).
  • Proposal for the allocation of the rest of the profits, totalling €69,851,752.94.

The successful private placement, the participation of Executive Chairman and major shareholder Marnix Galle, as well as the separate commitment from seven senior management members to support the transaction, underline the Company’s positive momentum and the attractive growth opportunities in Immobel’s core markets. Concretely, in the context of the private placement, 10,000 shares will be attributed to Mr Marnix Galle and 10,766 shares will be sold separately to the seven senior management members.

The seven senior management members will separately purchase the treasury shares in accordance with article 7:218, §1, 5° of the Belgian Code for Companies and Associations.

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.

Following the successful private placement, the free float will increase to c. 37% and the number of treasury shares will be reduced to 400,636 treasury shares, corresponding to c. 4% of Immobel’s share capital.

The private placement has been executed in accordance with article 8.7,2° of the Royal Decree implementing the Belgian Code for Companies and Associations.

Settlement of the placed treasury shares is expected to take place on 15 May 2020.

Berenberg acted as Sole Global Coordinator and Sole Bookrunner in the private placement.

Due to the private placement, trading in Immobel shares on the regulated market of Euronext Brussels has been suspended since this morning, but this will resume after the publication of this press release or at the latest from 14 May 2020 9.00 a.m. CEST onwards.

 

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