Extraordinary General Meeting of July 19, 2021 – renunciation of REIT status (GVV / SIR) – business combination with Extensa – new denominator
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Business combination with Extensa Group
Leasinvest Real Estate (the “Company”) announced on May 12, 2021 its intention to become an integrated real estate group through a business combination with Extensa Group (“Extensa”) and to renounce the status of REIT (GVV / SIR).
On July 19, 2021, the extraordinary general meeting of shareholders of the Company (the “EGM”) approved all decisions submitted to it, including the contribution in kind of the shares of Extensa and the shares of Leasinvest Real Estate Management NV (“LREM”), the former manager of the Company, by Ackermans & van Haaren. The contributions represent a combined contribution value of EUR 293 33,036 and were made in exchange for the issue of 4,075,458 new Leasinvest Real Estate shares to Ackermans & van Haaren. This resulted in a capital increase of EUR 44,819,454.77 for the Company.
The contribution of Extensa shares is part of the Company’s desire to transform the Company into a listed mixed real estate player through a merger with Extensa, which invests in real estate on the one hand and develops the on the other hand, either to sell or to keep in the portfolio.
This new business model involves a number of fundamental changes from the framework in which the Company operated in the past. The AGE has therefore decided to voluntarily renounce the status of public regulated real estate company (and the associated tax regime). In addition, the EGM has decided to transform the Company into a public limited company with a (collegial) board of directors under 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 and (https://leasinvest.be/media/documents/2021_06_18_Press_release_convocation_EGM_Final.pdf)
As part of the application for admission to trading on the regulated market of Euronext Brussels of the shares issued following the aforementioned contributions to the Company’s capital, a prospectus must be drawn up for approval by the FSMA. The prospectus should be available on July 21, 2021 on the Company’s website (https://leasinvest.be/en/investor-relations/prospectus/).
EXTRAORDINARY GENERAL MEETING OF JULY 19, 2021
Minutes of the extraordinary general meeting of shareholders of July 19, 2021
The minutes of the EGM of July 19, 2021 are available on the Company’s website. On the occasion of this EGM, the following items on the agenda were approved by the shareholders of the Company:
– the volunteering of the Company waiver of its authorization as a public regulated real estate company (GVV / SIR) in accordance with article 62, §2 of the law of 12 May 2014 on regulated real estate companies (the “GVV / SIR law”) and the corresponding modification of the articles of association (including the statutory object (hereinafter “the object ”)) of the Company in order to bring the articles of association into conformity with the decision of this waiver and with the provisions of the CCA;
– conversion of the Company into a public limited company with a (collegial) board of directors by virtue of the CCA and the corresponding amendment to the articles of association;
– dismissal of LREM like statutory manager of the company and appointment of board members of the Company: 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 Suykens, Piet Dejonghe and Michel Van Geyte and the recording of their remuneration for the exercise of their respective mandate on the board and / or within a works council;
– act of kindness of 100% of the shares of LREM and 100% of the shares of Extensa;
– replacement of authorization on authorized capital (taking into account, among other things, the new capital, the renunciation of the GVV / SIR status and the provisions of the CCA) and the authorization to acquire, pledge and sell own securities;
– presentation of the double voting rights (loyalty voting right) in accordance with article 7:53 of the CCA.
At the end of this extraordinary general meeting, a board of directors of the Company met, appointing Mr. Jan Suykens as Chairman of the Board of Directors and Mr. Michel Van Geyte as General manager the company. In addition, the various Committees have been set up, which are now composed as follows:
The nomination and remuneration committee:
- Mr. Jan Suykens;
- SoHo BV, permanently represented by Ms Sigrid Hermans;
- Starboard BV, permanently represented by Mr. Eric Van Dyck.
The audit committee:
- SoHo BV, permanently represented by Ms Sigrid Hermans;
- Brain @ Trust BV, permanently represented by Ms Marcia De Wachter;
- Mr. Piet Dejonghe.
The Corporate Governance Charter has also been amended taking into account the renunciation of the status of GVV / SIR, the transformation into an NV with a collegial board of directors under the CCA and the other changes brought about by the aforementioned EGM. . This adapted Charter is available on 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, the EGM approved the following in-kind contributions:
– a capital increase by contribution in kind of 100% of LREM shares with a contribution value of EUR 3,300,000 in return for the allocation to the seller, Ackermans & van Haaren, of 45,833 shares, including the capital has been increased by an amount equal to the total number of new shares to be issued multiplied by the (exact) accounting par of the existing shares (the result of this calculation then being rounded up to the nearest euro cent), so that the amount the capital increase amounts to 504,043.98 euros; and
– a capital increase by contribution in kind of 100% of Extensa shares with a contribution value of EUR 290,133,036 in return for the allocation to the seller, Ackermans & van Haaren, of 4,029,625 shares, increasing the capital an amount equal to the total number of new shares to be issued multiplied by the (exact) accounting par of the existing shares, so that the amount of the capital increase amounts to 44,315,410.79 euros.
In addition, in accordance with article 7:53 of the CCA, the EGM introduced the double voting right (loyalty voting right). Paid-up shares entered continuously in the register of registered shares of the same shareholder for at least two years confer double voting rights. The remaining shares give the right to one vote. As of the date of this press release, 1,802,817 shares1 in the Company confer double voting rights.
At the end of these transactions, the Company will communicate the following information in accordance with article 15 of the transparency law, from July 19, 2021:
Total capital: 109,997,148.34 EUR
Total number of securities with voting rights: 10,002,102
Total number of voting rights (= denominator): 11,804,9191
This statement of the number of voting rights (denominator) is used as a basis for notifications under the transparency regulation (i.e. notifications in the event of (a / o) reaching, exceeding or failing. under-crossing of statutory or legal thresholds).
In addition to the legal thresholds, article 12.2 of the Company’s articles of association provides, in accordance with article 18, §1 of the transparency law, an additional notification threshold of 3%. No outstanding options or subscription rights were issued giving right to shares.
The Company will publish monthly on its website and via a press release the total capital and the evolution of the total number of securities with voting rights and the total number of voting rights, insofar as these data have undergone a modification in the during the previous month.
| for more information, contact
Leasinvest Real Estate
MICHEL VAN GEYTE
| On LEASINVEST REAL ESTATE NV
Leasinvest Real Estate NV is a mixed real estate investor and developer.
The total value of the investment portfolio is around 1.4 billion euros, split 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 around 0.3 billion euros and is split between the Tour & Taxis and Cloche d’Or sites, on which mixed developments (housing and offices) are underway and on which new sub-projects will be launched in the coming years.
The Company is listed on Euronext Brussels and has a market capitalization of 678 million euros (value July 19, 2021).
This announcement contains statements which are or may be deemed to be “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the words “believe”, “estimate”, “anticipate”, “expect”, “intend”, “could”, , “” continue “,” in progress “,” possible “,” foresee “,” intend to “,” continue “,” try “,” would “or” will “, and include statements by the Company about the expected results of its strategies. Forward-looking statements, by their nature, involve risks and uncertainties, and readers are cautioned that none of these forward-looking statements guarantees any guarantee of future results. the Company may differ materially from those predicted by forward-looking statements.The Company does not undertake to provide any updates or adjustments to these forward-looking statements, except as required by law.
1 204 of the 1,802,817 Company shares giving the right in principle to double voting rights are held by a subsidiary of the Company. The voting rights attached to these 204 shares were therefore suspended.
LRE_EGM 19 07 2021_FR_Final