Business combination with Extensa Group
Leasinvest Real Estate (the “Company”) announced on May 12, 2021, its intention to become an integrated real estate group by merging the business with the Extensa Group (“Extensa”) and abandoning REIT status (GVV / SIR).
On July 19, 2021, an extraordinary general meeting of shareholders of the Company (“extraordinary general meeting of shareholders”) approved all decisions presented to it, including the in-kind contribution of Extensa shares and Leasinvest Real Estate Management NV (“LREM”) shares. ), former company manager, Ackermans and van Haaren. The contributions represent the aggregate value of the contribution of € 293,433,036 and were in exchange for the issuance of 4,075,458 new Leasinvest Real Estate shares to Ackermans & van Haaren. This resulted in an increase in the capital of the Company by EUR 44,819,454.77.
The equity investment in Extensa is part of the Company’s intention to transform the Company into a listed mixed real estate player through a business combination with Extensa, which invests in real estate on the one hand and develops real estate on the other, to either sell or hold in a portfolio.
This new business model involves a number of fundamental changes from the framework in which the Company has operated in the past. Thus, the EGM decided to voluntarily relinquish the status of a public regulated real estate company (and the corresponding tax regime). In addition, an extraordinary general meeting of shareholders decided to transform the Company into a joint stock company with a (collegial) board of directors in accordance with the CCA.
For more information on the new structure, we refer to the press releases published on May 12 and June 18, 2021 (https://leasinvest.be/media/documents/2021_05_12_LRE_Growth_story_ENG_Final.pdf as well as (https://leasinvest.be/media/documents/2021_06_18_Press_release_convocation_EGM_Final.pdf)
In the context of an application for admission to trading on the Euronext Brussels regulated market for shares issued as a result of the aforementioned contributions to the capital of the Company, a prospectus must be drawn up for FSMA approval. The prospectus is expected to be available on 21 July 2021 on the Company’s website (https://leasinvest.be/en/investor-relations/prospectus/).
EXTRAORDINARY GENERAL MEETING JULY 19, 2021
Minutes of the extraordinary general meeting of shareholders dated July 19, 2021
The minutes of the extraordinary general meeting of shareholders on July 19, 2021 can be found on the Company’s website. On the occasion of the extraordinary general meeting of shareholders, the shareholders of the Company approved the following items on the agenda:
– voluntary waiver of the license as a publicly regulated real estate company (GVV / SIR) in accordance with paragraph 2 of Article 62 of the Law of 12 May 2014 on Regulated Real Estate Companies (“Law on GVV / SIR”) and the corresponding amendment to the Articles of Association (including the statutory purpose (hereinafter “the object”)) of the Company in order to bring the Articles of Association in accordance with the waiver decision and the provisions of the CCA;
– transformation Companies to a public limited company with a (collegial) board of directors in accordance with the CCA and related charter amendments;
– dismissal LREM as statutory administrator companies and appointment of board members Companies: Brain @ Trust BV (permanently represented by Marcia De Wachter), Dirk Adriaenssen, Starboard BV (permanently represented by Eric Van Dyck), SoHo BV (permanently represented by Sigrid Hermans), Colette Dierick, Wim Aurousseau, Granvelle Consultants & C ° BV (permanently represented by Jean-Louis Appelmans), Jan Suikens, Pete Dejonguet and Michel Van Geyte and recording them reward to exercise their respective powers on the board of directors and / or on the committee of the company;
– In-kind contribution 100% shares in LREM and 100% shares in Extensa;
– replacement authorized capital permit (taking into account, inter alia, new capital, withdrawal from GVV / SIR status and CCA provisions) and permission to purchase, pledge and alienate own securities;
– introduction double voting right (the right to vote for loyalty) pursuant to 7:53 CCA.
After this extraordinary general meeting, a meeting of the Board of Directors of the Company was held, at which Mr Jan Suikens as Chairman of the Board of Directors as well as Michelle Van Geite as manager companies. In addition, various committees have been created, which currently have the following composition:
Human Resources and Remuneration Committee:
- Mr. Jan Suikens;
- SoHo BV, permanently represented by Ms Sigrid Hermans;
- Starboard BV, permanently represented by Mr. Eric Van Dyck.
- SoHo BV, permanently represented by Ms Sigrid Hermans;
- Brain @ Trust BV, constantly represented by Ms Marcia de Wachter;
- Mr. Pete Dejonge.
The Corporate Governance Charter was also amended in connection with the abandonment of the GVV / SIR status, transformation into NV with a collegial board of directors in accordance with the CCA and other changes that resulted from the aforementioned EGM. This adapted Charter can be found at https://leasinvest.be/en/about-us/corporate-governance/
PUBLICATION IN ACCORDANCE WITH ARTICLE 15 OF THE LAW OF MAY 2, 2007
On July 19, 2021, an extraordinary meeting of shareholders approved the following contributions in kind:
– capital increase through in-kind contribution of 100% of LREM shares with a contribution value of EUR 3,300,000 in exchange for granting the transferor, Ackermans & van Haaren, 45,833 shares, while the capital was increased by an amount equal to the total number of new shares that will be issued multiplied by the (exact) fractional value of the existing shares (the result of this calculation is then rounded to the nearest euro cents), so that the amount of the capital increase is 504,043.98 euros; as well as
– capital increase through in-kind contribution of 100% of Extensa shares with a contribution value of EUR 290,133,036 in exchange for giving to the transferor, Ackermans & van Haaren, 4,029,625 shares, increasing the capital by an amount equal to the total number of new shares to be issued, multiplied by the (exact) fractional value of the existing shares to make the capital increase € 44,315,410.79.
In addition, in accordance with Article 7:53 of the CCA, the extraordinary general meeting introduced the right of double vote (the right to vote of loyalty). Paid-in shares permanently registered in the register of registered shares with the same shareholder for at least two years provide double voting rights. The remaining shares are entitled to one vote. As of the date of this press release 1,802,817 sharesone the Company provides the right to double vote.
As a result of the completion of these transactions, the Company must disclose the following information in accordance with Article 15 of the Transparency Law from July 19, 2021:
Total capital: 109,997,148.34 euros
· Total number of securities with voting rights: 10.002.102
Total voting rights (= denominator): 11,804,919one
This state of the number of voting rights (denominator) serves as the basis for the purposes of notifications in accordance with the transparency regulations (i.e., notifications in the event (s) of reaching, exceeding or exceeding statutory or legal thresholds).
In addition to the legal thresholds, Article 12.2 of the Articles of Association provides, in accordance with Article 18 §1 of the Transparency Act, an additional notification threshold of 3%. No outstanding stock options or subscription rights have been issued.
The company will disclose on a monthly basis on its website and in a press release the total capital and the dynamics of the total number of voting securities and the total number of voting rights, as these figures underwent changes during the previous month.
| For more information contact
Lizinvest Real Estate
MICHELLE VAN GATE
| About LEASINVEST REAL ESTATE NV
Leasinvest Real Estate NV is a mixed real estate investor and developer.
The total value of the investment portfolio is about 1.4 billion euros, distributed between the Grand Duchy of Luxembourg (45%), Belgium (42%) and Austria (13%).
Leasinvest is one of the largest real estate investors in Luxembourg.
The total value of the development portfolio is about 0.3 billion euros and is distributed between the Tour & Taxis and Cloche d’Or properties, which are mixed buildings (residential and office) and on which new subprojects will be launched in the coming years.
The company is listed on Euronext in Brussels and has a market capitalization of € 678 million (as of 19 July 2021).
This announcement contains statements that are “forward-looking statements” or may be deemed to be so. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believe”, “estimate”, “assume”, “expect”, “intend”, “may”, “will”, “plan”. , “continue”, “for the time being”, “may”, “predict”, “intend”, “pursue”, “try”, “will” or “will” and include statements by the Company about the intended outcomes of its strategy. Forward-looking statements are inherently subject to risks and uncertainties, and readers have been cautioned that none of these forward-looking statements guarantee any guarantees of future results. The Company’s actual results may differ materially from the forecasts in the forward-looking statements. The Company assumes no obligation to update or adjust these forward-looking statements unless required by law.
one 204 of the 1,802,817 double-voting shares of the Company are held in principle by a subsidiary of the Company. Thus, the voting rights granted to these 204 shares have been suspended.