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MarketScreener Homepage  >  Equities  >  Euronext Bruxelles  >  Wereldhave Belgium    WEHB   BE0003724383

WERELDHAVE BELGIUM

(WEHB)
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01/06Wereldhave Sells Two Shopping Centers In Netherlands, France
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01/06Wereldhave Sells Two Shopping Centers to Vinci for EUR57 Million
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2020Wereldhave Belgium Appoints CEO, COO
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Wereldhave Belgium : Information memorandum optional dividend 2020

10/27/2020 | 02:10am EST

27 OCTOBER 2020 (before stock exchange opening)

Regulated information

THIS DOCUMENT IS NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA

Memorandum of Information of

regarding the optional dividend dated 28 October 2020 Option period from 28 October to 9 November 2020

The Ordinary General Meeting of the shareholders of Wereldhave Belgium NV/SA (hereinafter "the Company") decided on 2 September 2020 to pay a gross dividend of € 4.50 per share for financial year 2019 (€ 3.15 net, i.e. after deduction of withholding tax at the rate of 30%1). The Board of Directors of the Company (hereinafter "the Board of Directors") decided on 21 October 2020 to offer the shareholders of the Company in the framework of the authorised capital an option, by way of a dividend in cash or shares, in which the claim arising from the decision to distribute profit can be contributed to the capital of the Company in return for the issue of new shares (in addition to an option to receive the dividend in cash and the option to combine both of the aforementioned options).

This Memorandum of Information is intended for the shareholders of the Company and offers information about the number and nature of the new shares and the reasons for and provisions applicable to this optional dividend. It has been drawn up in application of Article 1.4 (h) of the Regulation (EU) 2017/1129 of the European Parliament and the Council of 14 June 2017 related to the prospectus which needs to be published when shares are offered to the public or authorized to be traded on a regulated market and repealing Directive 2003/71/EG (the "Prospectus Regulation"), which provides that a prospectus does not need to be drawn up to offer shares and be allowed to trade shares within the context of an optional dividend, to the extent that an information document containing information on the number and the nature of the shares and on the reasons for and provisions applicable to the offer and of the admission is made available to the public. This Memorandum of Information is drawn up and published in accordance with the aforementioned article.

This Memorandum of Information may only be consulted by investors who access it here, in Belgium. The posting of this Memorandum of Information - which is only aimed at the Belgian market - on the internet is in no way intended to constitute a public offering in any jurisdiction outside Belgium. Reproduction of this electronic version on any website other than that of the Company or at any other location in print with a view to distribution thereof in any way whatsoever is expressly prohibited.

The following information does not constitute an offer or solicitation to subscribe to shares of the Company or to buy such shares in the United States, neither does it constitute an offer or request to subscribe to shares of the Company in any jurisdiction where such offer is not permitted before being registered or enabled under the laws of the relevant jurisdiction. It is also not an offer or request to any person whatsoever who may not legally receive such an offer or request. The shares of the Company were not and will not be registered under the US Securities Act of 1933 and securities may not be offered or sold in the United States without registration under the US Securities Act of 1933 or without registration exemption and the Company does not intend to organise an offer of securities in the United States, Canada, Australia or Japan, or to any resident or citizen of the United States, Canada, Australia or Japan. No element of the information in this Memorandum of Information or on the website of the Company nor a copy thereof may be taken to or sent in or to, or be distributed, directly or indirectly, in the United States, Australia, Canada or Japan, or elsewhere outside Belgium. The dissemination of this information may be subject to legal restrictions and any persons who receive this information must inform themselves as to such possible limitations and observe them accordingly.

The Company accepts no liability for the use of, nor does it have an obligation to keep up to date, the information contained in this Memorandum of Information or on the website of the Company. This information may not be understood as the provision of advice or as a recommendation, and it may not be relied upon as the basis for any decision or action. It is emphasised in particular that actual results and developments may differ materially from any vision, forward-looking statement, opinion or expectation expressed in this Memorandum of Information or on the Company's website.

No funds, shares or other remuneration may be requested by means of the website of the Company or the information it contains in any jurisdiction in which such offer or request is not permitted or if the offer or request is addressed to any person who may not legally receive such an offer or request. Any such shares, remuneration or funds sent in response to this Information Brochure or the website of the Company will not be accepted. Shareholders must personally determine whether they can accept the optional dividend. It is their responsibility to fully observe the laws of the jurisdiction where they live or reside or of which they are a national (which includes obtaining any authorisation whatsoever from governments, regulatory bodies or others which may be required).

No government has expressed its position on this Memorandum of Information. No government has assessed the timeliness and quality of this transaction, nor the situation of the persons implementing it.

1 More information about the Belgian tax processing of dividends is given in section II, 11 of this Memorandum of Information.

1

Table of Contents

I. OVERVIEW OF THE MAIN CHARACTERISTICS OF THE OPTIONAL DIVIDEND

4

1.

Options for the shareholder

4

2.

Issue price and ratio

4

3.

Option period

4

4.

Number of new shares to be issued

4

5.

Amount of capital increase

4

6.

Who can subscribe?

5

7.

How to subscribe?

5

8.

Capital increase and pay-out

5

9.

Stock exchange listing

5

10. Profit participation

5

II. FURTHER INFORMATION

6

1.

Introduction

6

2.

Offer

6

3.

Description of the transaction

6

4.

Issue price

6

5.

Option period

7

6.

Capital increase and dividend payment

8

7.

Justification of the transaction

8

8.

Conditions Precedent

9

9.

Financial service

9

10. Costs

9

11. Tax consequences

9

12. Information made available

10

13. Contact

10

III. APPENDIX: EXAMPLE

11

2

I. OVERVIEW OF THE MAIN CHARACTERISTICS OF THE OPTIONAL DIVIDEND

1. OPTIONS FOR THE SHAREHOLDER

In the context of the optional dividend, the shareholder can choose between:

  • contribution of the dividend rights to the capital of the Company, in exchange for new shares;
  • payment of the dividend in cash; or
  • a combination of the two previous options.

2. ISSUE PRICE AND RATIO

The issue price per new share amounts to € 36.225.

To obtain two new shares, the net dividend rights of 23 number 24 coupons must be contributed.

3. OPTION PERIOD

Start of option period: Wednesday 28 October 2020 at 9 a.m. (CET)

End of option period: Monday 9 November 2020 at 4 p.m. (CET)

With regard to the choice to be made, the Board of Directors wishes to bring to the attention of shareholders that the interim report on the quarterly figures as at 30 September 2020 was published, as set out in the financial calendar, on Wednesday 21 October 2020 before the opening of the stock exchange2. As of Friday 23 October 2020, the share is listed ex coupon nr. 24. The registration date (record date), it being the date on which positions are closed in order to identify the shareholders who qualify to receive a dividend, is on Monday 26 October 2020.

Shareholders who have expressed no choice in terms of the method during the option period will in any event receive the dividend entirely in cash.

4. NUMBER OF NEW SHARES TO BE ISSUED

A maximum of 678,954 new shares will be issued.

5. AMOUNT OF THE CAPITAL INCREASE

Taking into account the number of dividend-entitled shares (7,807,981), the ratio for the issue of new shares (23 no. 24 coupons in exchange for two new shares) and the issue price of one new share (i.e. € 36.225), the maximum capital increase amounts to € 24,595,108.65, represented by a maximum of 678,954 new shares.

This decision to increase the capital is still subject to the precedent conditions that, between Wednesday 21 October 2020 (the date of the decision by the Board of directors) and Tuesday 10 November 2020, the share price of the Company does not significantly rise or fall on Euronext Brussels compared to the average price on the basis of which the issue price was set by the Board of Directors and that, between Wednesday 21 October 2020 and Tuesday 10 November 2020, no extraordinary event of a political, military, economic, environmental, medical or social nature occurs which significantly affects the economy and/or the securities markets.

2 See the press release.

3

6. WHO CAN SUBSCRIBE?

Any shareholder having a sufficient number of no. 24 coupons. Shareholders who do not have the necessary number of dividend rights to subscribe to at least one share will receive their dividend rights in cash. It is not possible to acquire additional no. 24 coupons. The contribution of dividend rights cannot be supplemented by a contribution in cash.

If a shareholder owns shares of different types (for example, a number of registered shares and a number of shares in dematerialised form), the dividend claims linked to these various forms of shares may not be combined to acquire new shares.

All shareholders can subscribe to new shares using their number 24 coupons, provided that, in doing so, they do not violate the legal rules applicable in the jurisdiction under which they fall. Shareholders falling under a different jurisdiction than the Belgian jurisdiction, must make certain that they can subscribe to new shares within the context of the optional dividend without imposing any legal obligations on the Company other than those arising from Belgian legislation, and that they comply with the laws of the jurisdiction under which they fall (including any permission from the government, in accordance with regulations or any other form of permission that may appear necessary).

7. HOW TO SUBSCRIBE?

Shareholders who wish to contribute their dividend rights (in whole or in part) to the capital of the Company in exchange for new shares must contact:

  • the Company, as regards registered shares;
  • the financial institution that keeps the shares, as regards dematerialised shares.

8. CAPITAL INCREASE AND PAYOUT

Implementation of the capital increase and the issue of new shares will be adopted on Tuesday 10 November 2020. As of Friday 13 November 2020, dividends will be paid in cash.

Number 24 coupons attached to shares of the same type which have not been contributed with a view to participation in the capital increase in the prescribed manner by 4:00 p.m. (CET) on Monday 9 November 2020 will not carry rights to new shares thereafter but will be paid in cash.

9. STOCK EXCHANGE LISTING

As from Friday 13 November 2020, the new shares having coupon no. 25 attached will be admitted for trading on Euronext Brussels.

10. PROFIT PARTICIPATION

The new shares having coupon no. 25 attached and issued in the context of the capital increase participate in the profit as of 1 January 2020.

4

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Wereldhave Belgium SCA published this content on 27 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 October 2020 07:09:08 UTC


© Publicnow 2020
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Sales 2019 60,5 M 73,6 M 73,6 M
Net income 2019 29,0 M 35,2 M 35,2 M
Net Debt 2019 276 M 336 M 336 M
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EV / Sales 2018 15,7x
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Nbr of Employees 49
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