Retail Estates - Capital increase with irrevocable allocation right

Retail Estates - Capital increase with irrevocable allocation right

Retail Estates organises a capital increase in cash within the limits of the authorized capital, with irrevocable allocation right for a maximum amount of 123,365,580.00 EUR. 

Retail Estates nv is a public regulated real estate company and more specifically a niche company that specialises in
investing in out-of-town retail properties which are located on the periphery of residential areas or along main access roads into urban centers. Retail Estates buys these properties from third parties or builds and markets retail buildings for its own account. On 31  December 2017, Retail Estates has 809 properties in its portfolio with a lettable surface of 978,328m². The occupancy rate of the portfolio was 98.32% on 31 December 2017, compared to 98.13% on 31 March 2017. As at 31 December 2017, the Company’s real estate portfolio consisted of individual peripheral retail properties, retail clusters and retail parks for an amount of EUR 1,304.83 million and of other real estate for an amount of EUR 24.29 million. 

Existing shareholders can exercise their Irrevocable Allocation Rights at no cost, during the Subscription period from 12 April 2018 to 23 April 2018 in accordance with the terms and conditions as described in the Prospectus.  

The most important modalities of the capital increase are:

Subscription period

from 12 April 2018 to 23 April 2018, 4 p.m.

Subscription ratio 1 new Retail Estates share (ISIN BE0003720340) for 5 Irrevocable Allocation rights
Issue price 65 EUR per new share. (For your information, the Retail Estates share's closing price on 10 April 2018 was 72.50 EUR)
Ex coupon date 12 April 2018
Payment date 27 April 2018
Minimum subscription amount n/a
Applicable law Belgian law

The irrevocable allocation rights will trade on the Euronext Brussels and Euronext Amsterdam regulated markets during the entire Subscription Period.

The new shares, like the old shares, confer an entitlement to both the full dividend of financial year 2017/2018, that started on 1 April 2017 and ended on 31 March 2018, as well as the current financial year 2018/2019 that started on 1 April 2018 and will end on 31 March 2019. For your information, the Board of Directors meeting scheduled for 23 July 2018 will propose a yearly gross dividend of 3.60 euros (net 2.52 euros after 30% withholding tax) for financial year 2017/2018.

Warning

Investing in shares entails risks. Investors run, and accept, the risk of losing some or all of the capital they have invested. Any decision to invest in the new shares in the context of the offer must be based on all the information given in the Prospectus. Prospective investors must be able to bear the economic risk of an investment in the shares and should be able to sustain partial or total loss of their investment. We therefore refer expressly to the Prospectus and in particular chapter 3 “Risk Factors” (pages 37 to 49) thereof and Section D of the Summary.

With any complaints, please contact KBC at klachten@kbc.be and/or on +32 8 006 20 84 or externally at ombudsman@ombudsfin.be.

Prospectus

The Prospectus is available in Dutch, the summary is available in Dutch, French and English. The Dutch versions of the Prospectus and the Summary were approved by the FSMA on 10 April 2018. The approval of the FSMA does not imply an assessment of the opportunity or the quality of the offering, nor of the Issuer's condition.


You will find the Prospectus and further information on the site of KBC Securities and on the site of Bolero. Your contacts at KBC are available should you require further information. You can call them on + 32 3 283 29 70, weekdays from 8 a.m. to 10 p.m. The Prospectus and the Summary will also be made available to investors free of charge from 11 April 2018 (before opening) at the registered office of the Company, Industrielaan 6, B-1740 Ternat (Tel .: +32 (0) 2 568 10). 20) as well as on its website.

Taxation

Based on current tax legislation, which may be subject to change, the tax regime of the shares for retail investors subject to the Personal Income Tax in Belgium is as follows:

  • Withholding tax: A withholding tax of 30% on the gross dividend.
  • Stock exchange tax (TOB): In case of sale of the shares on the secondary market, 0.12% TOB is due on the transaction value, with a maximum of EUR 1,300 per transaction and per party.
  • When selling the irrevocable allocation rights, TOB is due on the sales price (0.35%, maximum EUR 1,600). On the sale of the Scrips, the Excess Amount is subject to TOB (0.35%, maximum EUR 1,600).
  • A natural person with tax residence in Belgium is in principle not taxable on capital gains realized on the Shares (in the context of the normal management of his private assets). Capital losses on these Shares are not tax deductible.

For further information regarding the withholding tax and the stock exchange tax, you can contact your financial advisor. Investors who are under a different regime than Belgian personal tax are requested to inform themselves about the tax regime that applies to them. Potential investors are also requested to take note of the general provisions in the Prospectus.

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