Regulated information - embargo 26/09/2014, 8.00 AM
Following the publication of the Law of 12 May 2014 on regulated real estate companies ("Sociétés Immobilières Réglementées" / "Gereglementeerde Vastgoedvennootschappen") and the Royal decree of 13 July 2014 on regulated real estate companies ("Sociétés Immobilières Réglementées" / "Gereglementeerde Vastgoedvennootschappen"), Wereldhave Belgium, a partnership limited by shares ("société en commandite par actions"/"commanditaire vennootschap op aandelen") having the status of a public Sicafi/Vastgoedbevak listed on Euronext Brussels, is considering changing its status in order to adopt the status of a public regulated real estate company ("Société Immobilière Réglementée" / "Gereglementeerde Vastgoedvennootschap") ("public SIR/GVV").
In essence, for the Company, it is about positioning itself as a REIT (Real Estate Investment Trust) in order to improve its visibility and its understanding by international investors and to avoid being considered as an "Alternative Investment Fund", a qualification that will, going forward, be attached to Sicafi/Vastgoedbevaks, which would imply respecting the economic model of an Alternative Investment Fund, governed by the Law of 19 April 2014 on Alternative Investment Funds and their managers, transposing the AIFMD directive.
For this reason, the Company has convened an extraordinary general meeting on 27 October 2014 with on the agenda the amendment of the articles of association of the Company in view of the proposed change of status (subject to certain conditions precedent, including the approval by the FSMA and the condition that the percentage of shares for which the exit right is exercised does not exceed the percentage set out below).
In the event where the extraordinary general meeting of the Company approves the proposed amendments of the articles of association with an 80% majority, all shareholders having voted against this proposal will be able, within the strict limits of Article 77 of the SIR/GVV Law of 12 May 2014, to exercise an exit right, at the highest price between (a) 96.39 EUR, namely the last closing price before the publication of this press release and (b) the average of the closing prices of the 30 calendar days preceding the date of the general meeting that will approve the amendments of the articles of association.
This right can only be exercised by a shareholder for a number of shares representing maximum €100,000, taking into account the price at which the exit right will be exercised and to the extent that it relates to shares with which the shareholder will have voted against this proposal and which he has detained in an uninterrupted manner since the 30th day preceding the general meeting which had the amendments of the articles of association on its agenda (i.e. 27 October 2014 ) until the end of the general meeting that will approve these amendments of the articles of association.
The attention of the shareholders is however drawn to the fact that, in the event where the percentage of shares for which the exit right is exercised would exceed 0,5 % of the shares issued by the Company at the time of the general meeting approving the amendments of the articles of association (and where the board of directors of the statutory director of the Company would not waive this condition), or where exercising the exit right would cause the Company or the third party that is substituted for it to purchase the shares to be in breach of the provisions regarding the buy-back of own shares, or where exercising the exit right would cause that the percentage of the free float shares would decrease under 30 %, the articles of association would not be amended; the Company would maintain its status of a public Sicafi/Vastgoedbevak and would be required to apply for its approval as alternative investment fund manager; the exit right would be extinguished (the shareholders would keep their shares and would not be entitled to the price).
In the event where less than 80% vote in favour of the proposed amendments of the articles of association, the Company will also keep its status as a public Sicafi/Vastgoedbevak and will need to apply for its approval as alternative investment fund manager. The exit right cannot be exercised in that case.
The reasons, conditions and consequences of the proposed amendments of the articles of association, as well as the procedure to exercise the exit right, are set out in an Information Document that is available on the website of the Company (www.wereldhavebelgium.com/nl/investors-en-media/aandeelhoudersvergadering/) or that can be obtained by simple request at the registered office located at 1800 Vilvoorde, Medialaan 30, box 6, (investor.relations@wereldhavebelgium.com).
This press release has been approved by the FSMA on 22 September 2014. This approval does not imply any judgment on the opportunity of the proposed change of status or the situation of the Company.
This press release does not constitute a recommendation with respect to any offer whatsoever. This press release and any other information that is made available relating to the exit right do not constitute an offer to buy or a solicitation to sell shares of the Company. The distribution of this press release and any other information that is made available relating to the exit right can be subject to legal restrictions and any person that has access to this press release and such other information will need to inform him/herself about any such restrictions and comply with them.