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Press Release - 25 October 2017
Regulated information - Inside information - for immediate release
Bart Van Malderen and Jan Van Geet successfully price
their €253,375,864 secondary public offering of VGP shares
25 October 2017, Diegem (Belgium) - VGP NV (the "Company" or "VGP"), the developer, manager and owner of high quality logistics real estate in Europe, announces today the final price and results of the secondary public offering (the "Offering") of existing shares held by Bart Van Malderen and Jan Van Geet.
- The final offer price of the Offering is set at €56 per share.
- The total number of shares allotted in the Offering amounts to 4,524,569, comprising of existing shares (the "Offer Shares") sold by VM Invest NV, Bart Van Malderen and Little Rock SA (the "Selling Shareholders"), being approximately 24.35% of the aggregate existing shares, of which VM Invest NV and Bart Van Malderen sold 3,781,247 shares, being approximately 20.35% of the aggregate existing shares and Little Rock SA 743,322 shares, being approximately 4.00% of the aggregate existing shares.
- The gross proceeds for the Selling Shareholders resulting from the Offer Shares sold by the Selling Shareholders are approximately €253.4 million, assuming no exercise of the Over-allotment Option (as defined below). Assuming full exercise of the Over-allotment Option, the gross proceeds for the Selling Shareholders resulting from the Offer Shares sold by the Selling Shareholders are approximately €291.4 million.
- After completion of the Offering, the free float increases from 10.14% to 34.48%, assuming no exercise of the Over-allotment Option. Assuming full exercise of the Over-allotment Option, the free float increases from 10.14% to 38.14%.
- Delivery of the Offer Shares is expected to take place in book-entry form against payment therefor in immediately available funds on or about 27 October 2017 (the "Closing Date").
- The Selling Shareholders have granted the Underwriters an option to purchase up to 678,685 additional shares, to cover over-allotments or short positions, if any, at the Offer Price (the "Over-allotment Option"). The Over-allotment Option may be exercised for a period of 30 days following the Pricing Date (the "Stabilization Period"). Within five business days after the end of the Stabilization Period, information in relation to stabilization activities, if any, will be made public.
- The Company and the Selling Shareholders have agreed, subject to certain limited exceptions, that they will not, for a period of 180 days from the Closing Date, without the prior written consent of the Joint Global Coordinators, acting on behalf of the Underwriters, issue, offer or sell any Shares of the Company or any securities convertible into or exercisable or exchangeable for Shares or other shares of the Company, or file any registration statement under the U.S. Securities Act or any similar document with any other securities regulator, stock exchange or listing authority with respect to any of the foregoing.
- The subscription period for the retail investors in Belgium ended on 24 October 2017 at 16h00 CET. 244,347 shares, representing approximately 5.40% of the Offering (excluding any Over-allotment Option), have been placed with retail investors in Belgium. All retail investors' orders will be served in full.
- The following table presents the beneficial ownership of the shares post-closing of the Offering:
| Shares owned prior to the closing of the Offering | Shares owned after the closing of the Offering assuming no exercise of the Over-allotment Option | Shares owned after the closing of the Offering assuming full exercise of the Over-allotment Option | ||||
| Number | % | Number | % | Number | % | |
| Jan Van Geet Group......... | 7,117,666 | 38.30% | 6,374,344 | 34.30% | 6,262,846 | 33.70% |
| Bart Van Malderen Group........ | 8,926,071 | 48.03% | 5,144,824 | 27.69% | 4,577,637 | 24.63% |
| Vadebo France.............. | 655,738 | 3.53% | 655,738 | 3.53% | 655,738 | 3.53% |
| Free float....................... | 1,883,575 | 10.14% | 6,408,144 | 34.48% | 7,086,829 | 38.14% |
| Total..................... | 18,583,050 | 100.00 | 18,583,050 | 100.00 | 18,583,050 | 100.00 |
Commenting on today's announcement, Jan Van Geet, CEO and founder of VGP, said:
"We are very proud to announce the successful outcome of this re-IPO. We are delighted to see that VGP's unique business model, its proven track record and its strong pipeline have translated into sound market interest. A broad base of investors, both institutional as well as retail, has expressed their support of VGP's strategy and we would like to thank the investor community for their trust. With a more diversified shareholder base, increased liquidity and visibility in the capital markets, VGP has reached an important milestone as we continue to see ample opportunities in logistics real estate."
Banks involved in the Offering
J.P. Morgan and KBC Securities have been acting as Joint Global Coordinators and Joint Bookrunners for the Offering. Belfius has been acting as Co-lead Manager and ING as Co-Manager (collectively the "Underwriters").
For more information, please contact:
| Mr Jan Van Geet CEO VGP | Mr Dirk Stoop CFO VGP |
| Tel.: +420 602 404 790 | Tel.: +32 2 719 00 46 |
| E-mail: jan.van.geet@vgpparks.eu | E-mail: dirk.stoop@vgpparks.eu |
| Press contact Belgium, The Netherlands, Luxemburg | Other Press contact |
| Arnaud Denis PR Agent Whyte Corporate Affairs | Meike Hansen PR Agent FleishmanHillard Germany GmbH |
| Tel.: +32 478 99 82 37 | Tel.: +49 69 40 57 02 465 |
| E-mail: ad@whyte.be | E-mail: meike.hansen@fleishmaneurope.com |
ABOUT VGP
Company overview
- VGP is a pure-play logistics real-estate company focused on Western and Central & Eastern Europe ("CEE"), and is specialised in the acquisition, development, and management of logistics real estate.
- In March 2016, VGP entered into a 50/50 joint venture with Allianz (the "Joint Venture") the objective of which is to build a platform of new grade A logistics and industrial properties with a key focus on expansion in its core German market and high growth CEE markets.
- The Company develops and constructs high-end logistics real estate and ancillary offices for its own account and for the account of the Joint Venture, which primarily has a hold strategy and to which certain new developments carried out by VGP are contributed.
- The Company focuses on strategically located plots of land in Germany, some Central European countries, Spain and the Baltic countries, suitable for development of logistics business parks of a certain size, with the objective to build up an extensive and well-diversified land bank on top locations.
- As at 30 June 2017, the Company had an in-house team of 126 people which manages all the activities of the fully integrated business model.
- Over the last 10 years, the Company developed more than 2.2 million sqm of lettable area. As at 30 June 2017 a further 516,461 sqm were under construction (excluding Estonia[1]), 71% of which are pre-leased.
Strategy
- The aim of the Company is to become a leading specialised developer and owner of high-quality logistic property for the mid-European region, Germany, Spain and possibly other countries, depending on market demand and perceived trends.
- The Joint Venture's objective is to build a platform of new, grade A logistics and industrial properties with a key focus on expansion in its core German market and high growth CEE markets. The Joint Venture aims to double its portfolio size to ca. €1.7 billion, exclusively via the contribution to the Joint Venture of new logistics developments carried out by VGP.
Operations
Dividend policy
At the end of August 2017, the Board of Directors adopted a formal dividend policy. As a result, as from 2018 onwards and subject to (i) the availability of sufficient distributable reserve, (ii) available cash generated from distributions by the Joint Venture, (iii) free cash generated from the divestment cycles of income generating assets to the Joint Venture and (iv) shareholder approval, the Company intends to gradually increase the distribution of dividends over the next 3 years to target an annual distribution between 40% and 60% of its net profit for the year based on its consolidated IFRS financial statements.
Profile
VGP (www.vgpparks.eu) constructs and develops high-end logistic real estate and ancillary offices for its own account and for the account of its VGP European Logistics joint venture (50:50 joint venture between Allianz Real Estate and VGP), which are subsequently rented out to reputable clients on long term lease contracts. VGP has an in-house team which manages all activities of the fully integrated business model: from identification and acquisition of land, to the conceptualisation and design of the project, the supervision of the construction works, contracts with potential tenants and the facility management.
Important notice
The information contained in this announcement has been prepared by and is the sole responsibility of the Company. The information contained in this announcement is for general information only and does not purport to be full or complete.
This announcement does not constitute, or form part of, an offer or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for shares, and any purchase of, or application for, shares in the Company to be sold in connection with the Offering should only be made on the basis of information contained in the prospectus issued by the Company in connection with the Offering and any supplements thereto, as the case may be. This announcement is not a prospectus. The prospectus contains detailed information about the Company and its management, risks associated with investing in the Company, as well as financial statements and other financial data.
No announcement or information regarding the Offering, as the case may be, or shares referred to above may be disseminated to the public in jurisdictions outside of Belgium where a prior registration or approval is required for such purpose. No steps have been taken, or will be taken, for the Offering or shares of the Company in any jurisdiction outside of Belgium where such steps would be required. The purchase of shares of the Company are subject to special legal or statutory restrictions in certain jurisdictions. The Company is not liable if the aforementioned restrictions are not complied with by any person.
These materials are not an offer of securities for sale in the United States. The securities to which these materials relate have not been registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration or in a transaction not subject to the registration requirements under the Securities Act. There will be no public offering of the securities in the United States.
In member states of the European Economic Area ("EEA") other than Belgium, this announcement is only addressed to and directed at persons (i) who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant Member State of the EEA) and any implementing measure in each relevant Member State of the EEA (the "Prospectus Directive"), or (ii) in any other circumstances not requiring the Company to publish a prospectus in such relevant Member State of the EEA as provided under Article 3(2) of the Prospectus Directive. In addition, this document is being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "relevant persons"). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Each of J.P. Morgan, KBC Securities, Belfius and ING are acting exclusively for the Company and certain existing shareholders, and no one else in connection with the Offering. They will not regard any other person (whether or not a recipient of this announcement) as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and certain existing shareholders for providing the protections afforded to their respective clients nor for giving advice in relation to the Offering, the contents of this announcement or any transaction or arrangement referred to herein.
None of J.P. Morgan, KBC Securities, Belfius and ING or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.
In connection with the Offering, each of J.P. Morgan, KBC Securities, Belfius and ING and any of their respective affiliates, may take up a portion of any offered shares as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such offered shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the prospectus to the offered shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by any of J.P. Morgan, KBC Securities, Belfius and ING and any of their respective affiliates acting in such capacity. In addition, J.P. Morgan, KBC Securities, Belfius and ING may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of any offered shares. None of J.P. Morgan, KBC Securities, Belfius and ING nor any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Certain information contained in this announcement may constitute "forward-looking statements," which can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue," "target" or "believe" (or the negatives thereof) or other variations thereon or comparable terminology. These forward looking statements include matters that are not historical facts and include statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth and strategies. Due to various risks and uncertainties, actual events or results or actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. As a result, investors should not rely on such forward-looking statements in making their investment decisions. No representation or warranty is made as to the achievement or reasonableness of and no reliance should be placed on such forward-looking statements.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, the factors that are described in the risk factors section of the prospectus. Save as required by law, the Company expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
Information in this announcement or any of the documents relating to the Offering cannot be relied upon as a guide to future performance.
Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of the shares can decrease as well as increase.
[1] The Park in Estonia (successful closing announced on 15 September 2017) was, as at 30 June 2017, held as an asset for sale on the balance sheet. Including Estonia, 527,876 sqm of lettable area were under construction as at 30 June 2017, more than 73% of which were pre-leased.
[2] Based on Jones Lang LaSalle's (JLL) valuation as of 30 June 2017.
[3] The Park in Estonia (successful closing announced on 15 September 2017) was, as at 30 June 2017, held as an asset for sale on the balance sheet. Gross asset value of VGP's portfolio, including the JV portfolio (at 100%) and including Estonia was €1.4 billion based on JLL's valuation as of 30 June 2017, split between 39% own assets and 61% Joint Venture assets.
[4] The Park in Estonia (successful closing announced on 15 September 2017) was, as at 30 June 2017, held as an asset for sale on the balance sheet. Gross asset value of VGP's Own portfolio, including Estonia, was €550 million based on JLL's valuation as of 30 June 2017.
[5] The Park in Estonia (successful closing announced on 15 September 2017) was, as at 30 June 2017, held as an asset for sale on the balance sheet.
[6] Includes annualised rental income from completed and under construction assets; for under construction assets rental income corresponds to annualised committed rental income (only considers the part of the annualised rental income from the asset that are already pre-let).