in the framework of a capital increase in cash with preferential
rights
Admission to trading of the new shares on Eurolist by Euronext of
Euronext Brussels
A selling fee of 0.8% is added to the Issue Price
to be borne by the subscriber.
+-------------------------------------------------------------------+
| Subscription period | From 15 May up to and including 31 May |
| with preferential right | 2007. |
|-------------------------+-----------------------------------------|
| | |
|-------------------------+-----------------------------------------|
| Subscription price | EUR 80,00 per new share. This price |
| | corresponds to the issue price of EUR |
| | 79,37 per new share plus the selling |
| | fee due to the Joint Global |
| | Coordinators of 0.8% of the issue price |
| | per new share. |
| | |
|-------------------------+-----------------------------------------|
| Number of new shares to | The offering relates to the issue of |
| be issued | 3.264.742 new shares. The Joint Global |
| | Coordinators undertake to acquire |
| | themselves any new shares that are |
| | unsubscribed during the offering. |
| | |
|-------------------------+-----------------------------------------|
| Total amount of the | The total amount of the offering is EUR |
| offering | 261.179.360,00. |
| | |
| | After deducting the selling fee of 0.8% |
| | due to the Joint Global Coordinators, |
| | totalling EUR 2.056.787,46, the |
| | proceeds of the offering will be EUR |
| | 259.122.572,54, and Befimmo's equity |
| | will be increased by that amount (the |
| | capital being increased by the portion |
| | of that amount corresponding to the |
| | book value of the new shares issued, |
| | the balance being allocated to an |
| | "issue premium" account). |
| | |
|-------------------------+-----------------------------------------|
| Preferential right | Represented by share coupon No 13, |
| | which will be separated from the |
| | underlying shares on 14 May 2007 |
| | following the close of trading. |
| | |
|-------------------------+-----------------------------------------|
| Ratio for the exercise | 1 new share coupon No 15 attached for |
| of the preferential | 3 existing shares. |
| subscription right | |
|-------------------------+-----------------------------------------|
| | |
|-------------------------+-----------------------------------------|
| Intention of main | Fortis Insurance Belgium and its |
| shareholders | associated companies notified Befimmo |
| | of their intention to exercise all of |
| | the preferential rights associated with |
| | their shares, corresponding, on the |
| | basis of the ratio referred to in the |
| | preceding paragraph, to 530.144 new |
| | shares. Additionally, an important |
| | shareholder notified Befimmo of its |
| | intention to exercise a fraction of the |
| | preferential rights associated with its |
| | shares, corresponding, on the basis of |
| | the ratio referred to in the preceding |
| | paragraph, to 50.000 shares. |
| | |
|-------------------------+-----------------------------------------|
| Listing of the | Throughout the period of subscription |
| preferential right | with preferential rights, i.e. 15 to |
| | 31 May 2007 included, on Euronext |
| | Brussels. |
| | |
|-------------------------+-----------------------------------------|
| Sale of preferential | Preferential rights that are not |
| rights not exercised | exercised by the closing of the period |
| and period of | for subscription with preferential |
| subscription with | right will be represented by scrips |
| scrips | which will be sold in an accelerated |
| | sale restricted to institutional |
| | investors only. Holders of scrips will |
| | have to subscribe to the new shares at |
| | the price and in the ratio indicated |
| | above. The net proceeds of the sale of |
| | preferential rights sold in this way |
| | will be made available to shareholders |
| | on presentation of coupon No 13. |
| | |
|-------------------------+-----------------------------------------|
| Publication of results | The results of the subscription with |
| | preferential right and with scrips, and |
| | of the results of the sale of scrips |
| | will in principle be published on 5 |
| | June 2007 in L'Echo and De Tijd. |
| | |
|-------------------------+-----------------------------------------|
| Value date for the | 7 June 2007 for subscription with |
| payment of | preferential right and with scrips. |
| subscriptions and | Coupon No 14, representing the interim |
| delivery date | dividend of EUR 2,61 (net) for the |
| | fiscal year at 30 September 2007, will |
| | be separated from the underlying shares |
| | on 6 June 2007 following the close of |
| | trading and will be payable in |
| | principle on 21 December 2007. |
| | |
|-------------------------+-----------------------------------------|
| Listing of the shares | The new shares will be admitted to |
| | trading on Eurolist by Euronext |
| | Brussels from 7 June 2007, with the |
| | same ISIN and Euronext codes as the |
| | existing ordinary shares of Befimmo |
| | SCA, i.e. BE0003678894, symbol BEFB. |
| | |
|-------------------------+-----------------------------------------|
| Charges for physical | New shares requested in physical form |
| delivery of bearer | will first be issued to a securities |
| shares | trading account until physical delivery |
| | is made. Physical delivery of the |
| | shares to the bearer entails a charge |
| | per delivery, at the expense of the |
| | subscriber, of EUR 24.20 at Fortis |
| | Banque, EUR 15.13 at ING Belgium and |
| | EUR 12.10 at Dexia Banque Belgique, |
| | including VAT. It is the subscriber's |
| | responsibility to enquire into fees |
| | charged by other financial |
| | intermediaries. No tax is payable on |
| | the physical delivery of the securities |
| | to the bearer. |
|-------------------------+-----------------------------------------|
| | |
|-------------------------+-----------------------------------------|
| Subscription | With Fortis Banque, ING Belgium or |
| | Dexia Banque Belgique (at no charge) or |
| | via these institutions through any |
| | other financial intermediary. The |
| | subscriber is advised to enquire into |
| | any fees charged by the latter. |
| | |
|-------------------------+-----------------------------------------|
| Adaptation of cash-flow | Based on the issue price and the number |
| forecasts | of new shares, the net cash-flow |
| | forecasts per share (group share) as |
| | mentioned page 130 of the prospectus |
| | (last line - point 11.2.3 - Income |
| | statement forecast at 30 September), |
| | have changed as follows: |
| | - 2007: 4,62 EUR per Share instead of |
| | 4,65; |
| | - 2008 : 4,15 EUR per Share instead of |
| | 4,23; |
| | - 2009 : 4,58 EUR per Share instead of |
| | 4,68; |
| | - 2010 : 5,07 EUR per Share instead of |
| | 5,19. |
| | |
+-------------------------------------------------------------------+
The banks Fortis Banque SA, ING Belgium SA and Dexia Banque Belgique
SA are acting as Joint Global Coordinators and selling agents; Fortis
Banque and ING will also act as Joint Bookrunners.
Through this operation Befimmo aims to reduce its debt ratio to
around 50% and to give the Company new resources to finance further
growth.
Copies of the prospectus approved by the CBFA on 8 May 2007 in French
or Dutch and copies of the summary of the prospectus in English and
of the supplement to the prospectus may be obtained free of charge
from Befimmo's head office or by calling 0800 90301 (Fortis), 02 464
60 02 (ING Contact Center) or 0800 92200 (Dexia Banque Belgique). We
draw shareholders' attention to the erratum regarding pages 15 and 24
inserted at the end of the prospectus.
The prospectus and supplement to the prospectus may also be consulted
on the following internet sites:
www.befimmo.be, www.fortisbanking.be/saveandinvest, www.ing.be,
www.dexiainvestor.be or www.euronext.com.
The above information is not intended to be a prospectus.
Interim dividend
In the context of the public offering, on 26 April 2007 the board of
directors of Befimmo SA, Managing Agent of Befimmo SCA, decided to
distribute an interim dividend restricted to existing shares before
the capital increase, to ensure interchangeability between existing
and new shares and thus avoid creating a second line for the new
shares. This interim dividend has been set on the basis of the amount
of the dividend estimated for the 2006/2007 fiscal year, prorata
temporis for the period from 1 October 2006 to the day before the
value date of the payment by the subscribers of the price of the new
shares. It will amount to ¤2.61 net per share if the payment is made
with value date 7 June 2007.
Coupon No 14, giving entitlement to the interim dividend will be
separated from the underlying shares on 6 June 2007 following the
close of trading and will be payable at the same time as the dividend
for the 2006/2007 fiscal year, i.e. in principle from 21 December
2007.
This press release is available on the company's website:
www.befimmo.be.
This press release is not an offer or incitement to subscribe to or
buy financial instruments. Any investment decision regarding the
financial instruments referred to in this press release must be based
on a thorough review of the above-mentioned prospectus. The shares
referred to in this press release have not been subject to any
request for approval in a jurisdiction other than Belgium. This press
release may not be released in other jurisdictions where offerings
for financial instruments are subject to prior authorisation.
Further information
Benoît De Blieck
Managing Director
Permanent representative of Befimmo SA
Managing Agent of the Befimmo SCA Sicafi
chaussée de Wavre, 1945 - 1160 Brussels
Tel. 02/679.38.60
Fax: 02/679.38.66
www.befimmo.be
E-mail: contact@befimmo.be
The full report can be downloaded from the following link:
