Following the publication of the Law of 12 May 2014 on regulated real estate companies and the Royal Decree of 13 July 2014 on regulated real estate companies, Leasinvest Real Estate, a limited partnership by shares (SCA), having the status of a public sicafi, listed on Euronext Brussels, has the intention to change its status in order to adopt the status of a public regulated real estate company ("public RREC").
Indeed, the Company has the possibility to position itself as a REIT (Real Estate Investment Trust) in order to improve its visibility and the understanding of its activities by international investors and avoiding being considered as an "alternative investment fund", a qualification that will, going forward, be applicable to sicafi, which would imply that the Company (should it not opt for the new status) would have to adopt the economic model of an alternative investment fund, subject to the law of 19 April 2014 on alternative investment funds and their managers, transposing the AIFMD directive. Consequently, the Company will have to choose between maintaining its sicafi status and thus the new AIFM status, or the new public regulated real estate company status (excluding the AIFM status).
To that effect, the statutory manager of the Company has convened an extraordinary general meeting on 6 November 2014 with, on the agenda, the amendments to the articles of association of the Company in view of the proposed change of the regulatory status (subject to certain conditions precedent, including the condition that the percentage of shares for which the exit right is exercised does not exceed the percentage set out hereafter).
If the extraordinary general meeting of Company approves the proposed amendments to the articles of association with a minimum of an 80% majority, each shareholder having voted against this proposal will, within the strict limits of article 77 of the RREC Law, be able to exercise an exit right, at the highest price of (a) EUR 80.35, or the last closing price of the share of the Company before the publication of this press release and (b) the average closing price of the share of the Company over a period of thirty calendar days preceding the date of the general meeting approving the amendments to the articles of association.
This right can only be exercised by a shareholder for the number of shares representing maximum EUR 100,000, taking into account the price at which the exit right will be exercised and to the extent that it relates to shares with which the shareholder will have voted against this proposal and of which he has remained the owner in an uninterrupted manner as of the 30th day preceding the general meeting which had the amendments to the articles of association on its agenda (i.e. 6 November 2014) until the end of the general meeting that will approve these amendments to the articles of association.
The attention of the shareholders is however drawn to the fact that, in the hypothesis where the percentage of shares for which the exit right would be exercised would exceed the smaller of the following percentages:
- 4% of the shares issued by the Company;
- X% of the shares issued by the Company, where "X" is calculated as follows:
15,000,000.00 EUR x 100
price at which the exit right is exercised x 4,938,870
(except in the case the statutory manager of the Company would renounce this condition), or where exercising the exit right would cause the Company or the third party that would be substituted for it to purchase the shares, to be in breach of the provisions regarding the buy-back of own shares, or if exercising the exit right would result in the fact that the number of shares entitled to voting rights that is in hands of the public would decrease below 30% of the total number of shares issued by the Company, the articles of association would not be amended; the Company would maintain its status as a public sicafi and would be required to apply for its licence as the manager of an alternative investment fund and the exit right would be extinguished (the shareholders having exercised their exit rights would keep their shares and would not be entitled to the price).
The two main shareholders of the Company (i.e. Extensa Group and AXA Belgium) have each separately communicated their support to the Company within the framework of the status change project, as well as their intention to vote in favour of the proposed decisions as recorded in the agenda of the extraordinary general meeting that will decide on the amendments to the articles of association with regard to the status change project.
In the hypothesis that less than 80% votes in favour of the proposed amendments to the articles of association, the Company will also keep its regulatory status as a public sicafi and will have to apply for its licence as an alternative investment fund manager, and it will not be possible to exercise the exit right in that case.
The FSMA has formally confirmed to the Company on 1 October 2014 that it meets all conditions to obtain a licence as a public regulated real estate company according to the RREC Law, if the "indirect real estate" is brought below the legal threshold of 20% of the consolidated assets of the Company. The Company has indeed subscribed real estate certificates with regard to a building, of which the fair value results in the so-called "indirect real estate" exceeding the 20% legal threshold of the consolidated assets of the Company (article 7, first paragraph lid, b) RREC Law). The Company disposes of an option to take over the legal property of the aforementioned building, and has the intention to exercise that option, in order to fall below the 20% threshold mentioned above in that way. The FSMA has further formally confirmed to the Company that the RREC licence applied for will be immediately granted as soon as the aforementioned option has been exercised by the Company. In virtue of article 9 of the RREC Law, the FSMA has to take a decision on the application for the licence within three months after introduction by the Company of a comprehensive dossier joined to the application for the licence (which took place on 23 September 2014). In virtue of article 110 of the RREC Law, the Company remains until then subject to the applicable sicafi legislation into force as it was at the time of adoption of the RREC Law.
The reasons, conditions and consequences of the proposed amendments to the articles of association, as well as the conditions to exercise the exit right, are described in an information memorandum that is available on the website of the Company (www.leasinvest.be), or can be obtained on simple request to the administrative office of the Company (Schermersstraat 42, 2000 Antwerp).
This press release does not constitute a recommendation with respect to any offer whatsoever. This press release and any other information that is made available in the context of the exit right do not constitute an offer to buy or a solicitation to sell shares in the Company. The distribution of this press release and any other information which are made available in the context of the exit right can be subject to legal restrictions and any person that has access to this press release and such other information will need to find out about, and comply with, any such restrictions.
Leasinvest Real Estate SCA
Limited Partnership by Shares
Public sicafi under Belgian law
Registered office in 1070 Brussels (Anderlecht), Route de Lennik 451
Register of legal persons Brussels 0436.323.915
For more information, contact:
Leasinvest Real Estate
T: +32 3 238 98 77
Leasinvest Real Estate SCA
Real estate investment trust (sicafi) Leasinvest Real Estate SCA invests in high quality and well-located retail buildings, offices and logistics buildings in the Grand Duchy of Luxembourg and in Belgium. At present the real estate portfolio of Leasinvest comprises 32 sites of which 18 are located in the Grand Duchy of Luxembourg and 14 in Belgium, with a total real estate value of EUR 709 million.The sicafi is listed on Euronext Brussels and has a market capitalization of approximately EUR 397 million (value 3 October 2014).