Voluntary and conditional takeover bid on Vastned Retail Belgium NV: update EGM
- Vastned Retail Belgium NV’s extraordinary general meeting of 18 May has unanimously approved the renunciation of the public BE-REIT status
- 90% acceptance threshold is the only significant condition remaining for the takeover bid
- Single acceptance period of the takeover bid only runs for two more weeks, until 1 June 2018 at 4:00 pm
Renunciation of status as public BE-REIT approved
The Extraordinary General Meeting ("EGM") of Vastned Retail Belgium NV ("Vastned Retail Belgium") held on 18 May 2018 in view of the renunciation of Vastned Retail Belgium’s status of public regulated real estate company (“public BE-REIT”) and its simultaneous transformation into a specialized real estate investment fund (“FIIS”), approved all items on the agenda, marking the next important step in the acquisition process.
The EGM of Vastned Retail Belgium has approved the renunciation of its status as public BE-REIT under the two conditions precedent mentioned below. In addition, and under the same conditions, the EGM approved the decision to change the purpose and articles of association of the corporation in view of adopting the status of FIIS. The approval of both decisions were obtained under the conditions precedent of the acquisition by Vastned Retail N.V.of all shares in Vastned Retail Belgium covered by the public takeover bid and, the simultaneous adoption by Vastned Retail Belgium of the status of specialized real estate investment fund (“FIIS”).
With the unanimous approval of all agenda items at the EGM of Vastned Retail Belgium, the next step in the acquisition process is successfully completed. Shareholders who wish to accept the takeover bid have only two weeks to do so. We call on them to take action as soon as possible.
90% acceptance threshold is the only significant condition remaining
With the unanimous approval of all agenda items by the EGM, the minimum acceptance threshold of 90% of the free float is the only significant condition remaining for the takeover bid launched by Vastned Retail NV. Shareholders still have two weeks torespond to the takeover bid. Vastned Retail Belgium and Vastned Retail N.V. are fully confident that the threshold of 90% will be met successfully, which would bring the total participation of Vastned Retail N.V. at 96.55%.
Information for shareholders who wish to respond to the takeover bid
The prospectus provides more information on the takeover bid, the intentions of Vastned Retail N.V., the bid price, the conditions of the takeover bid, the valuation report of the independent expert and the payment date. Shareholders are advised to take notice of this document.
The prospectus, the acceptance form and the memory of response by the board of directors of Vastned Retail Belgium can be obtained free of charge at the counters of KBC Bank NV or CBC Banque SA, or by telephone at KBC Bank NV on +32 78 15 21 53 (Dutch and English), at CBC Banque SA on +32 800 92 020 (French and English) or at Bolero on +32 32 83 29 81 (French, Dutch and English).
Electronic versions of these documents are also available on the internet at the following websites:
- www.vastned.be/en/retail/investorrelations/takeoverbidbelgium
(French, Dutch and the summary of the prospectus in English) - www.vastned.com/en/takeoverbid
(French, Dutch and the summary of the prospectus in English) - www.kbcsecurities.com/prospectus-documents-overviews/prospectus-overview
(Dutch, French and the summary of the prospectus in English) - www.kbc.be
(Dutch, French and the summary of the prospectus in English) - www.cbc.be
(French) - www.bolero.be
(Dutch and French)
Shareholders who wish to accept the takeover bid must do so no later than the end of the only acceptance period, starting on 2 May 2018 and ending on 1 June 2018. Holders of dematerialized shares must submit the completed and signed acceptance form directly or through their own financial intermediary, at KBC Securities NV, KBC Bank NV or CBC Banque SA, and this no later than 16.00 hours (Belgian time) on 1 June 2018. Registered shareholders will receive a letter from Vastned Retail Belgium explaining the procedure for offering their registered shares in the takeover bid.
More information:
Vastned Retail N.V.
Ronald Beemsterboer
Investor Relations Manager
ronald.beemsterboer@vastned.com
Tel: +31 61099 1240
Vastned Retail Belgium
Rudi Taelemans
Chief Executive Officer
rudi.taelemans@vastned.be
Tel: +32 3 361 05 96
The websites of Vastned Retail N.V. and Vastned Retail Belgium provide an overview of a number of practical questions and answers regarding this takeover bid.
About Vastned Retail N.V.
Vastned Retail N.V. is a listed European retail property fund (Euronext Amsterdam: VASTN) with a focus on venues for premium shopping. Vastned Retail N.V. invests in selected cities in Europe, with a clear focus on the best retail properties in the most popular shopping streets in larger cities. Tenants of Vastned Retail N.V. are strong and leading international and national retail brands. The real estate portfolio has a size of approximately € 1.5 billion.
About Vastned Retail Belgium
Vastned Retail Belgium is a public regulated real estate company (OGVV) whose shares are listed on Euronext Brussels (VASTB). Vastned Retail Belgium invests exclusively in Belgian commercial real estate, more specifically in core city assets (top retail properties located on the best shopping streets in the major cities of Antwerp, Brussels, Ghent and Bruges), and mixed retail locations (inner-city shops outside the premium cities, retail parks and retail warehouses of high quality).
Disclaimer
This press release is also published in English and in French. Should this cause uncertainties, then the Dutch version is decisive.
This press release is not an offer to buy or sell securities or a request for an offer to buy or sell securities.
This press release is in any event not an offer to buy or sell securities or a solicitation of an offer to buy or sell securities (i) in any jurisdiction where such an offer or solicitation is not permitted or (ii) to any person to whom it is unlawful to make such an offer or request. It is the responsibility of every person holding this press release to obtain information about the existence of such restrictions and to ensure that they are respected where applicable.
No steps have been taken in any jurisdiction outside Belgium to make a public offer possible. Neither this press release, nor the prospectus and acceptance form, nor any advertising or any other information may be publicly distributed in a jurisdiction outside Belgium where there are any registration, qualification or other obligations in respect of an offer to purchase or sell effects. In particular, neither this press release, nor the prospectus and acceptance form, nor any other advertising or information, may be publicly distributed in the United States of America, Canada, Australia, the United Kingdom or Japan. Any failure to comply with these restrictions may constitute a violation of the financial legislation or regulations of the United States of America or other jurisdictions such as Canada, Australia, the United Kingdom or Japan. Vastned Retail N.V. and Vastned Retail Belgium explicitly reject any liability for any violation of these restrictions by any person.
