Enterprise mixture with Extensa Group
Leasinvest Actual Property (the “Firm”) introduced on 12 Might 2021 its intention to turn into an built-in actual property group by way of a enterprise mixture with Extensa Group (“Extensa”) and giving up the REIT (GVV/SIR) Standing.
On 19 July 2021, the extraordinary basic assembly of shareholders of the Firm (the “EGM”) accredited all selections submitted to it, together with the contribution in type of the shares in Extensa and the shares in Leasinvest Actual Property Administration NV (“LREM”), the previous supervisor of the Firm, by Ackermans & van Haaren. The contributions symbolize a mixed contribution worth of EUR 293,433,036 and had been contributed in change for the problem of 4,075,458 new shares in Leasinvest Actual Property to Ackermans & van Haaren. This resulted in a capital enhance of EUR 44,819,454.77 from the Firm.
The contribution of the shares in Extensa is a part of the Firm’s intention to remodel the Firm right into a listed combined actual property participant by way of a enterprise mixture with Extensa, which invests in actual property on the one hand and develops actual property however to both promote or maintain in portfolio.
This new enterprise mannequin implies a lot of basic modifications from the framework through which the Firm operated up to now. The EGM has subsequently determined to voluntarily waive the standing of public regulated actual property firm (and the related tax regime). As well as, the EGM has determined to remodel the Firm right into a public restricted firm with (collegiate) board of administrators beneath the CCA.
For extra data on the brand new construction, we check with the press releases revealed on 12 Might and 18 June 2021 (https://leasinvest.be/media/documents/2021_05_12_LRE_Growth_story_ENG_Final.pdf and (https://leasinvest.be/media/documents/2021_06_18_Press_release_convocation_EGM_Final.pdf)
Within the context of the appliance for admission to buying and selling on the regulated market of Euronext Brussels of the shares issued because of the aforementioned contributions to the Firm’s capital, a prospectus must be drawn as much as be accredited by the FSMA. The prospectus is anticipated to be made obtainable on 21 July 2021 on the Firm’s web site (https://leasinvest.be/en/investor-relations/prospectus/).
EXTRAORDINARY GENERAL MEETING OF 19 JULY 2021
Minutes of the extraordinary basic assembly of shareholders of 19 July 2021
The minutes of the EGM held on 19 July 2021 can be found on the Firm’s web site. On the event of this EGM, the next objects on the agenda had been accredited by the shareholders of the Firm:
– the Firm’s voluntary waiver of its licence as a public regulated actual property firm (GVV/SIR) in accordance with Article 62, §2 of the Regulation of 12 Might 2014 on regulated actual property firms (the “GVV/SIR Act”) and the related modification of the articles of affiliation (together with the statutory objective (henceforth “object”)) of the Firm in an effort to carry the articles of affiliation according to the choice to this renunciation and with the provisions of the CCA;
– conversion of the Firm right into a public restricted firm with a (collegiate) board of administrators beneath the CCA and related modification of the articles of affiliation;
– dismissal of LREM as statutory supervisor of the corporate and appointment of the members of the board of administrators of the Firm: Mind@Belief BV (completely represented by Marcia De Wachter), Dirk Adriaenssen, Starboard BV (completely represented by Eric Van Dyck), SoHo BV (completely represented by Sigrid Hermans), Colette Dierick, Wim Aurousseau, Granvelle Consultants & C° BV (completely represented by Jean-Louis Appelmans), Jan Suykens, Piet Dejonghe and Michel Van Geyte and the recording of their remuneration for the train of their respective board mandate and/or mandate on an organization committee;
– contribution in form of 100% of the shares in LREM and 100% of the shares in Extensa;
– alternative of the authorisation on authorised capital (making an allowance for, amongst different issues, the brand new capital, the waiver of the GVV/SIR standing and the provisions of the CCA) and the authorisation to accumulate, pledge and eliminate its personal securities;
– introduction of the double voting rights (loyalty voting proper) in accordance with Article 7:53 of the CCA.
Following this extraordinary basic assembly, a board of administrators of the Firm came about, appointing Mr. Jan Suykens as Chairman of the Board of Administrators and Mr. Michel Van Geyte as managing director of the Firm. As well as, the assorted Committees had been arrange, which at the moment are composed as follows:
The nomination and remuneration committee:
- Mr. Jan Suykens;
- SoHo BV, completely represented by Mrs. Sigrid Hermans;
- Starboard BV, completely represented by Mr. Eric Van Dyck.
The audit committee:
- SoHo BV, completely represented by Mrs. Sigrid Hermans;
- Mind@Belief BV, completely represented by Mrs. Marcia De Wachter;
- Mr. Piet Dejonghe.
The Company Governance Constitution was additionally amended in view of the waiver of the GVV/SIR standing, the transformation into an NV with a collegiate board of administrators beneath the CCA and the opposite modifications that the aforementioned EGM entailed. This tailored Constitution might be discovered on https://leasinvest.be/en/about-us/corporate-governance/
PUBLICATION IN ACCORDANCE WITH ARTICLE 15 OF THE LAW OF 2 MAY 2007
On 19 July 2021, the EGM accredited the next contributions in form:
– a capital enhance by contribution in type of 100% of the shares in LREM with a contribution worth of EUR 3,300,000 in change for the granting to the transferor, Ackermans & van Haaren, of 45,833 shares, the place the capital was elevated by an quantity equal to the whole variety of new shares to be issued multiplied by the (actual) fractional worth of the present shares (whereby the end result of this calculation is then rounded as much as the euro cents), in order that the quantity of the capital enhance is EUR 504,043.98; and
– a capital enhance by contribution in type of 100% of the shares in Extensa with a contribution worth of EUR 290,133,036 in change for the granting to the transferor, Ackermans & van Haaren, of 4,029,625 shares, rising the capital by an quantity equal to the whole variety of new shares to be issued multiplied by the (actual) fractional worth of the present shares, in order that the quantity of the capital enhance is EUR 44,315,410.79.
As well as, in accordance with Article 7:53 of the CCA, the EGM launched the double voting rights (loyalty voting proper). The paid-up shares registered constantly within the register of registered shares in the identical shareholder for a minimum of two years shall confer a double proper to vote. The remaining shares entitle to 1 vote. On the date of this press launch, 1,802,817 shares1 within the Firm confer double voting rights.
On account of the completion of those transactions, the Firm shall disclose the next data in accordance with Article 15 of the Transparency Act, as of 19 July 2021:
·Whole capital: 109.997.148,34 EUR
·Whole variety of securities with voting rights: 10.002.102
·Whole variety of voting rights (= denominator): 11.804.9191
This state of the variety of voting rights (denominator) serves as a foundation for the needs of notifications beneath the transparency regulation (i.e. notifications within the case of (a/o) the achievement, exceeding or under-crossing of statutory or authorized thresholds).
Along with the authorized thresholds, Article 12.2 of the Firm’s Articles of Affiliation supplies, in accordance with Article 18, §1 of the Transparency Act, a further notification threshold of three%. No excellent choices or subscription rights have been issued that entitle to shares.
The Firm will disclose month-to-month on its web site and through a press launch the whole capital and evolution of the whole variety of voting securities and the whole variety of voting rights, insofar as these knowledge underwent a change throughout the earlier month.
| For extra data, contact
Leasinvest Actual Property
MICHEL VAN GEYTE
| On LEASINVEST REAL ESTATE NV
Leasinvest Actual Property NV is a combined actual property investor and developer.
The overall worth of the funding portfolio is roughly EUR 1.4 billion, distributed among the many Grand Duchy of Luxembourg (45%), Belgium (42%) and Austria (13%).
Leasinvest is among the largest actual property buyers in Luxembourg.
The overall worth of the event portfolio is roughly EUR 0.3 billion and is distributed among the many Websites of Tour&Taxis and Cloche d’Or, on which combined developments (residential and places of work) are ongoing and on which new subprojects will likely be launched within the coming years.
The Firm is listed on Euronext Brussels and has a market capitalisation of € 678 million (worth 19 July 2021).
This announcement accommodates statements which might be “forward-looking statements” or could also be thought of such. These forward-looking statements could also be recognized by means of forward-looking terminology, together with the phrases “consider,” “estimate,” “anticipate,” “anticipate,” “intend,” “could,” “will,” “plan,” “proceed,” “ongoing,” “attainable,” “predict,” “intend,” “pursue,” “strive,” “would” or “will,” and embrace statements from the Firm concerning the supposed outcomes of its technique. Ahead-looking statements, by their nature, contain dangers and uncertainties, and readers have been warned that none of those forward-looking statements warrant any assure of future outcomes. The Firm’s precise outcomes could differ materially from these predicted by the forward-looking statements. The Firm makes no dedication to supply updates or changes to those forward-looking statements except legally required.
1 204 of the 1,802,817 shares within the Firm that give the correct to double voting rights in precept are held by a subsidiary of the Firm. The voting rights hooked up to those 204 shares have subsequently been suspended.