An Investment in the New Shares involves substantial risks and uncertainties. Prospective investors must be able to bear the economic risk of an investment in the shares and should be able to sustain a partial or total loss of their investment. The prospective investors are advised to carefully consider the information contained in the Prospectus and, in particular the section on “Risk Factors”, before investing in the New Shares, the Preferential Rights or the Scrips.
Capital increase in cash with non-statutory preferential right for a maximum of EUR 76.704.547,50 million
TINC Comm. VA is a Belgian investment company that participates in companies active in the realisation and operation of infrastructure. The income from these portfolio companies form the basis for a sustainable dividend policy. The Issuer adopts a diversified investment policy, with an Investment Portfolio composed of participations in infrastructure companies. At the end of the extended financial year ended June 30, 2016, the Investment Portfolio of TINC included 13 Participations with a market value of EUR 128.0 million. After the end of the financial year an additional Participation (Storm Holding 4) was acquired. It is the Issuer’s ambition to grow the Investment Portfolio.
TINC has already secured three Contracted Growth Investments, which shall transfer to the Issuer’s Investment Portfolio under a Forward Purchase Agreement. With the proceeds that TINC aims to secure via the offering of New Shares, TINC will be able to acquire these participations. Furthermore it will enable TINC to respond alertly to new investment opportunities that present themselves within TINC’s investment strategy.
The capital increase with non-statutory preferential right offers shareholders an opportunity to extend their investment in TINC, proportionate with their non-statutory preferential rights. The Issue Price is EUR 11,25 per New Share, which is 7,95% below the closing price on Euronext Brussels on November 28, 2016, corrected for the detachment of coupon no. 4 from the underlying Share. Coupon nr. 4 represents the entitlement to receive the part of the dividends that would be allocated to the current financial year ending on June 30, 2017, calculated pro rata temporis for the period starting on July 1, 2016 and ending on the day before the issue date of the New Shares, i.e. in principle December 18, 2016, estimated at EUR 0.2190 per Share. There is however no guarantee to a dividend.
All New Shares will have the same rights as the existing Shares, it being understood that the New Shares will participate in the results of the Issuer pro rata temporis and will thus be entitled to receive dividends over the current financial year ending June 30, 2017 calculated pro rata temporis for the period starting on the issue date of the New Shares, i.e. in principle December 19, 2016 and ending on June 30, 2017.
The Issuer aims, given constant financial and economic circumstances to distribute a dividend of EUR 0.4675 per Share for the coming years (which equals to a gross dividend yield of 4,16% on the Issue price).
The main terms and conditions of the capital increase are:
• Non-statutory preferential right: Represented by coupon No. 3
• Subscription ratio: 2 non-statutory preferential rights for 1 New Share
• Issue price: EUR 11,25 per New Share
• Dividend right:
All New Shares are entitled to receive the part of the dividends that would be allocated to the current financial year ending on June 30, 2017, calculated pro rata temporis for the period starting on the issue date of the New Shares, i.e. in principle December 19, 2016 and ending on June 30, 2017.
• Ex-coupon date: 30 November 2016 (after closing of Euronext Brussels)
• Payment date: 19 December 2016
• Subscription period:
1 December 2016 (9 a.m. CET) to 14 December (4 p.m. CET), during which period the non-statutory preferential right (coupon No. 3) will be listed on Euronext Brussels.
If you don’t have at least 2 No. 3 coupons or a multiple thereof, you can buy additional non-statutory preferential rights on Euronext Brussels during the subscription period. If you prefer not to participate in the capital increase, you can offer your non-statutory preferential rights for sale on that exchange. To carry out these transactions, you need to submit a buy or sell order to your bank before 4 p.m. on 14 December 2016. In each case, all non-statutory preferential rights that have not been exercised will be offered for sale as Scrips through a private placement on 15 December 2016. The net proceeds of the sale of these Scrips will be credited to your account as from 22 December 2016, as long as they come to at least 0.01 EUR per coupon No. 3.
You will find the Prospectus here. Your contacts at KBC are available should you require further information. You can contact them by telephone on +32 3 283 29 70, from Monday to Friday between 8 a.m. and 10 p.m.. The Prospectus will also be available from the TINC website as well as on demand from its registered office at Karel Oomsstraat 37, 2018 Antwerp, Belgium.
Costs and taxes
The Issuer shall not charge any costs or expenses to the investors in respect of the offer, it being understood that the costs of the private placement of the Scrips shall be paid with the proceeds of the sale of the Scrips. If these should turn out to be insufficient, the Issuer shall bear the difference.
The tax treatment is dependent on the investor’s personal situation. The Prospectus contains an overview of the general relevant provisions.
Today the tax on stock exchange transactions (“taks op de beursverrichtingen / taxe sur les opérations de bourse”) on the secondary market amounts to 0.27% of the purchase price, capped at EUR 800 per transaction and per party. The Belgian government recently announced that this would be increased to EUR 1,600 as of January 1, 2017. Dividend payments, compensations as a result of a share buyback by the Issuer, or, in case of liquidation of the Issuer, any amounts distributed in excess of the fiscal capital, are in principle subject to withholding tax at a rate of 27%, subject tosuch exemptions or reductions as may be available under applicable domestic or tax treaty provisions. The Belgian government recently announced that this would be increased to 30% as of January 1, 2017. Capital gains realised by Belgian resident individuals on the transfer for consideration of New Shares acquired less than six months before the transfer can be subject to a withholding tax of 33%, if the New Shares were held outside the framework of a professional activity.