NOTIFICATION MADE PUBLIC BY THE FSMA IN APPLICATION OF ARTICLE 7 OF THE ROYAL DECREE OF 27 APRIL 2007 ON PUBLIC TAKEOVER BIDS
The FSMA announces, in accordance with Article 7 of the Royal Decree of 27 April 2007 on public takeover bids (the “Takeover Decree”), the notification that it received pursuant to Article 5 of the Takeover Decree, on 16 October 2023 (the “Notification Date”), regarding the intention of European Real Estate Holdings NV, a public limited liability company (naamloze vennootschap) incorporated under the laws of Belgium, having its registered office at Avenue Marnix 23, fifth floor, 1000 Brussels, Belgium, and registered with the Crossroads Bank for Enterprises under number 1000.335.957 (RLE Brussels, Dutch-speaking section) (the “Offeror”), to launch a voluntary and conditional public takeover bid in cash (the “Offer”) for the shares issued by Intervest Offices & Warehouses NV, a public regulated real estate company under Belgian law, in the form of a public limited liability company (naamloze vennootschap), having its registered office at Uitbreidingstraat 66, 2600 Berchem, and registered with the Crossroads Bank for Enterprises under number 0458.623.918 (RLE Antwerp, Antwerp division) (the “Target Company”), and whose shares are listed on Euronext Brussels.
The Offer price is EUR 21 per share in cash.
The Offer relates to all the shares of the Target Company with voting rights and which are not already owned by the Offeror. The Offeror currently owns 311,841 shares of the Target Company, so that the Offer relates to the 30,513,281 shares of the Target Company which are not already owned by the Offeror.
If the Target Company approves or makes a distribution to its shareholders (whether such distribution takes the form of an annual dividend or interim dividend, a capital reduction, a capital repayment or any other form (whether in cash or in kind)) in relation to the shares, where the right to such distribution falls prior to the acquisition of the shares by the Offeror as a result of the Offer, then the Offer price will be reduced by the total amount of such distribution (prior to withholding of any taxes).
As at the date of the notification by the Offeror to the FSMA in accordance with Article 5 of the Takeover Decree, the Target Company has not issued any securities with voting rights or giving access to voting rights other than shares.
The Offer is subject to the following conditions precedent, stipulated for the exclusive benefit of the Offeror, which may waive them in whole or in part:
- as a result of the Offer, the Offeror holds 50% + 1 of the shares at the end of the initial acceptance period, including, for the avoidance of doubt, the 311,841 shares owned by the Offeror as at date hereof;
- approval by the Belgian Competition Authority in phase 1;
- as from the Notification Date and during the period preceding the date on which the results of the initial acceptance period of the Offer are announced:
- (i) the closing price of the BEL-20 index has not decreased by 15% or more as compared to the closing price of the BEL-20 index on the business day preceding the Notification Date (i.e. the BEL-20 index has not decreased below 2,981.26 points) (the “BEL-20 Threshold”) and (ii) the closing price of the FTSE PRA/NAREIT Developed Europe Index (the “EPRA Index”) has not decreased by more than 15% compared to the closing price of the EPRA Index on the business day prior to the Notification Date (i.e. the EPRA Index has not decreased below 1,182.25 points) (the “EPRA Index Floor Threshold”) ); and/or
- no fact, event or circumstance (including any force majeure event) has occurred that results in, or is reasonably likely to result in (in such cases, as determined by an independent expert), solely or jointly with any other fact, event or circumstance, a negative impact of more than 10% of the EPRA NTA per share of the Target Company (i.e. EPRA NTA per share not lower than EUR 20.01 (being more than EUR 2.22 given an adjusted pro forma EPRA NTA per share equal to EUR 22.23 per 30 June 2023)), calculated in accordance with the method applied in the latest consolidated half-year results of the Target Company as per 30 June 2023, compared to the EPRA NTA per share as reflected in the consolidated half-year results of the Target Company as per 30 June 2023 (being EUR 22.49), adjusted pro forma for the most recent capital increase with issuance of new shares on 2 August 2023 (resulting in a pro forma EPRA NTA per share equal to EUR 22.23).
If the Offeror does not withdraw the Offer within 5 business days of the closing price of the BEL-20 index being below the BEL-20 Threshold, or the closing price of the EPRA Index being below the EPRA Index Floor Threshold (it being understood that this will be at the latest on the publication date of the results of the initial acceptance period), and the closing price subsequently rises again above the relevant BEL-20 Threshold or the EPRA Index Floor Threshold, respectively, the Offeror will no longer be able to invoke this earlier and temporary decrease of the closing price. The potential decision of the Offeror to maintain the Offer during a period where the closing price of the BEL-20 index has temporarily fallen below the BEL-20 Threshold, or the EPRA Index has temporarily fallen below the EPRA Index Floor Threshold, does not affect the Offeror's right to still invoke the condition and withdraw the Offer should the closing price of the BEL-20 index or the EPRA Index, after a recovery, subsequently fall again below the BEL-20 Threshold or the EPRA Index Floor Threshold, respectively, in which case the Offeror shall again have 5 business days to decide whether to withdraw the Offer, it being understood that the Offeror shall do so at the latest on the publication date of the results of the initial acceptance period.
If, following the initial or any subsequent acceptance period, the Offeror (together with its affiliated persons and persons with whom it is acting in concert at any time) holds at least 95% of the shares of the Target Company, the Offeror reserves the right (which it intends to exercise) to launch a simplified squeeze-out in accordance with Articles 42 and 43 juncto 57 of the Takeover Decree and Article 7:82, §1 of the Companies and Associations Code, in order to acquire the shares not yet acquired by the Offeror, on the same terms as those of the Offer.