Warehouses De Pauw SCA – Capital increase with priority allocation right totaling 178 million EUR
Warehouses De Pauw (WDP) is organizing a capital raise with priority allocation right of 178 million EUR.
WDP is a public regulated real estate company (GVV) governed by Belgian law. WDP develops and invests in logistics real estate (storage facilities and offices). WDP has premises with an area of more than 3.1 million m² in portfolio, with a value of approximately 2.1 billion EUR. This international portfolio of semi--industrial and logistics buildings is distributed over more than 150 sites at logistical storage and distribution hubs in Belgium, the Netherlands, Luxembourg, France and Romania.
The primary purpose of the public offer is to provide the Company with new financial resources to strengthen its capital position, so that it is able to continue implementing its growth plan for the period 2016-2020, whilst at the same time maintaining an appropriate debt ratio of around 55-60%. As a reminder, the Company’s proportional debt ratio and IFRS debt ratio at 30 September 2016 stood at 58.4% and 57.1%, respectively.
The capital increase with priority allocation right offers shareholders an opportunity to increase their investment in WDP in proportion to their priority allocation rights, with no fees or charges.
The key features of the capital increase are as follows:
- Subscription period: from 9 a.m. CET on 21 November 2016 to 5 p.m. CET on 23 November 2016 inclusive.
- Subscription Ratio: 1 new WDP share for 8 existing WDP shares held on 17 November 2016, after the close of the Euronext Brussels and Euronext Amsterdam stock exchange.
- Subscription price: 75.00 EUR per new share. (For information: the closing price of the WDP share on 16 November 2016 was 80.40 EUR).
- Subscription charges: no charges
- Ex-rights listing: 18 November 2016.
- The new shares entitle the holder to the full dividend for the current financial year which began on 1 January 2016, as well as for subsequent financial years.
- Payment date: 28 November
- The priority allocation rights are non-transferable. Any priority allocation right that has not been exercised by the close of the subscription period will become invalid and valueless.
The subscription price per new WDP share was determined by the Company in consultation with the Joint Bookrunners, based on an accelerated bookbuilding (an accelerated private placement with compilation of an order book) for institutional investors prior to the public offer on 17 November and subject to full claw-back. As a result of this claw-back, the orders from institutional investors in the private placement, which are allocated conditionally, will be reduced in proportion to the priority allocation rights exercised by the existing shareholders and the institutional investors will only receive these new shares for which the existing shareholders have not exercised any priority allocation rights during the offer.
Existing Shareholders who do not wish to subscribe to the Public Offer will therefore not receive any compensation for any financial dilution resulting from the capital increase. In so far as the priority allocation rights do not entitle Existing Shareholders to subscribe to a whole number of New Shares in accordance with the Ratio, they are also exposed to the risk of financial dilution.
You can consult the Prospectus, consisting of the Registration Document (approved on 22 March 2016 by the Belgian Financial Services and Markets Authority (FSMA)) as well as the Transaction Note and the Summary (approved on 16 November 2016 by the FSMA) here for all information concerning the capital increase by WDP. You can read about the risk factors in the section of the Registration Document beginning on page 4, in the section of the Interim Financial Report 2016 beginning on page 4, in chapter 1 of the Transaction Note, and in Section D of the Summary. The Prospectus will also be available from the WDP website (www.wdp.eu/capitalincrease2016) as well as from its registered office at Blakebergen 15, 1861 Wolvertem, Belgium.
The decision to invest in New Shares in the context of this offering must be based on all the available information in the prospectus. Potential investors have to be capable to bear the economic risk and complete or partial loss of their investment in the New Shares.