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Capital increase Xior Student Housing

The Offer

The Offer consists of a public offering in Belgium, for subscription to New Shares in the context of a Company capital increase in cash with Irreducible Allocation Rights for a maximum amount of EUR 83,991,896 followed by a private placement of the Scrips in the form of an accelerated bookbuilding (an accelerated private placement with the composition of an order book).

Bank Degroof Petercam was appointed as Joint Global Coordinator and Joint Bookrunner in the context of the Offer.

Information on the Issuer

The Company is a public limited company (naamloze vennootschap) incorporated under Belgian law. Xior Student Housing NV (“Xior”) is the first and only Belgian public regulated real estate company (RREC), also referred to as a real estate investment trust (REIT), in the student housing sector operating in Belgium and the Netherlands. Within this property sector, Xior offers a variety of properties, ranging from rooms with shared facilities to en-suite rooms and fully equipped studios. Xior's student houses offer a comfortable environment, fully geared to the requirements of today's students. They are centrally located in triple-A locations, near the educational establishment and no more than 10 minutes' walk from the city centre. Quality and safety are key factors for the Company, which is why all student houses are renovated regularly and equipped with fire safety equipment. These quality standards are complemented by other basic needs, such as bicycle stands and a good Internet connection. Xior also offers additional facilities (sometimes differing from building to building), including access to certain buildings via a badge system (which Xior will begin implementing as standard in future), extra comfort, communal living facilities such as lounges and TV rooms, 24/7 emergency services, vending machines, washing machines, automated key system, etc.

The Company's target market includes Belgian and international students, research assistants, young post-grads and PhD students.

Since 2007, as an owner and operator, Xior has been building high-quality, reliable student housing for students who are looking for somewhere to study, live and enjoy life under ideal conditions. A place with that little bit extra, where every student immediately feels at home.

Xior intends to continue to pursue its growth strategy with conviction in the future by adding high-quality student properties to its property portfolio.

Main characteristics of the Offer 

ISIN Code

The New Shares will be allocated ISIN code BE0974288202, which is the same code as the one used for the Existing Shares. The Irreducible Allocation Rights have ISIN code BE0970156593 (coupon no. 3).

Syndicate/Managers

Joint Global Coordinators and Joint Bookrunners: Bank Degroof Petercam NV and ING Bank België NV.
Co-Lead Managers: KBC Securities NV and Kempen & CO NV

Issue





Xior Student Housing NV, listed on the regulated market of Euronext Brussels, issues a maximum of 2,709,416 New Shares.

Each Existing Shareholder of the Company has an Irreducible Allocation Right for each Share held at the end of the trading day of 7 June 2017.

The Irreducible Allocation Right is represented by coupon no. 3 attached to the Existing Shares. The Irreducible Allocation Right will be detached on 7 June 2017 after Euronext Brussels closes and can be traded during the entire Subscription Period on the Euronext Brussels regulated market.

Ratio

The holders of Irreducible Allocation Rights can subscribe during the subscription period the New Shares at a ratio of 1 New Share for 2 Irreducible Allocation Rights represented by coupon no. 3.

Issue Amount

The maximum amount for the Offer including the issue premium is EUR 83,991,896. No minimum amount was set for the Offer. The Company reserves the right to realise the capital increase for a lower amount.

Subscription period

From 8 June 2017 up to and including 19 June 2017.

Payment

22 June 2017.


Subscription fees


The subscription forms can be submitted directly and free of charge with Bank Degroof Petercam NV.De beleggers worden uitgenodigd zich te informeren over de eventuele kosten die door deze andere financiële tussenpersonen in rekening worden gebracht.

Private placement of the Scrips


















Shareholders who have not exercised their Irreducible Allocation Rights at the end of the Subscription Period on 19 June 2017 will no longer be able to exercise those rights after this date.

Irreducible Allocation Rights that are not exercised will be represented by Scrips offered for sale by the Joint Bookrunners to Belgian and international investors by means of an exempt private placement (outside of the United States based on Regulation S of the US Securities Act) in the form of an accelerated bookbuilding (accelerated private placement with the composition of an order book).

On the date of the press release about the results of the subscription with Irreducible Allocation Rights planned on 20 June 2017, the Company will request the suspension of the Share's trading from the stock market opening until the moment the press release about the Offer's results is published.

The private placement of the Scrips will take place as soon as possible after the closing of the Subscription Period, in principle on 20 June 2017.

The buyers of Scrips will have to subscribe to the New Shares still available at the same price and in the same proportion as for the subscription implementing the Irreducible Allocation Rights.

The Scrips' sale price will be set based on the results of the bookbuilding procedure in consultations between the Company and the Joint Bookrunners. The net proceeds from the sale of these Scrips after the deduction of all kinds of costs, expenses and liabilities incurred by the Company (the “Excess Amount”) will be lodged in the Company's custody for the benefit of holders of coupon no. 3 who have not exercised or transferred the Irreducible Allocation Rights during the Subscription Period, and will be paid to them on presentation of coupon no. 3, in principle from 27 June 2017. If the Excess Amount divided by the total number of non-exercised Irreducible Allocation Rights is less than EUR 0.01, it will not be paid to the holders of non-exercised Irreducible Allocation Rights but will instead be transferred to the Company. In principle, the Excess Amount will be published on 20 June 2017 in a press release.

DIVIDEND


The New Shares will offer the same rights as the Existing Shares, although they will only participate in the Company’s results pro rata temporis for the current financial year 2017 starting from 22 June 2017. The fiscal year 2017 started on 1 January 2017 and ends on 31 December 2017. The New Shares will therefore be issued with coupon no. 5 and subsequent coupons attached.

Issue Price






The Issue Price is EUR 31.00 and was set by the Company in consultation with the Joint Bookrunners based on the Share's stock price on the Euronext Brussels regulated market and taking into account a discount generally granted for this type of transaction.

The Issue Price is 14.7% lower than the closing price of the Share on the Euronext Brussels regulated market on 6 June 2017, which was EUR 36.90. It was adjusted to take into account the estimated value of coupon no. 4, which was detached on 7 June 2017 (after market closing), resulting in adjusted price of EUR 36.33. Based on this closing price, the theoretical ex-rights price (TERP) of EUR 34.55 is the theoretical value of an Irreducible Allocation Right EUR 1.78 and the discount of the Issue Price versus TERP 10.3%.

Part of the Issue Price per New Share, i.e. the Shares' par value of EUR 18.00, will be allocated to the Company's authorised capital. The part of the Subscription Price exceeding the par value of the Shares, i.e. (rounded) EUR 13.00, will be entered as the issue premium.

Currency

The issue is in Euros (€, EUR).

Admission to trading and place of listing



The Irreducible Allocation Rights (coupon no. 3) will be detached after the stock exchange closes on 7 June 2017 and can be traded on the Euronext Brussels regulated market during the Subscription Period from 8 June 2017 to 19 June 2017. The Existing Shares will therefore be traded ex coupon no. 3 and ex coupon no. 4 from 8 June 2017.

A request for the New Shares' admission to trading on the Euronext Brussels regulated market has been submitted.  The Shares will be traded on the Euronext Brussels regulated market.

Taxation








General: The tax treatment will depend on each investor's individual circumstances and may be subject to change in the future. The general principles are included in the Prospectus.

Taxes on stock market transactions: No tax on stock market transactions is due on the new shares. The tax on stock market transactions is due on the acquisition of the existing shares, of which the rate amounts to 0.09% of the offer price, with a ceiling of EUR 1,300 per transaction and per party. The sale of Irreducible Allocation Rights prior to the end of the Subscription Period is also subject to the tax on stock market transactions. The applicable rate amounts to 0.27% of the gross amount and is limited to EUR 1,600 per transaction and per party.

Tax regime in Belgium:  Dividends distributed by RRECs are in principle (on the date of the Offer), subject to a withholding tax of 30% on the gross dividend. A natural person with residence in Belgium, who realizes a capital gain on the sale of the Shares (in the context of normal management of his private capital), is in principle not taxable. The capital losses on these Shares are not fiscally deductible.


Applicable law

Belgian law.

Objective of the investment


A share is an instrument which represents a portion of the capital.  A share has an unlimited maturity and does not guarantee any repayment of the capital. The shares will be traded on the regulated market of Euronext Brussels, which could lead to both capital gains and losses on the capital. The shares can entitle to dividends (even it this is not the objective on the short term) and include the right to vote at the General Meeting of Shareholders. In case liquidation, other creditors will be prioritized over the shareholders. Generally, shareholders do not recover their capital. As a shareholder of the Company, your rights will be governed by Belgian law.

Customer service


Any complaints, insofar addressed to Bank Degroof Petercam NV, must be submitted to van Bank Degroof Petercam NV, Operational Risk Management, Nijverheidsstraat 44, 1040 Brussels, or by e-mail to claims@degroofpetercam.com. If you are not satisfied with the complaints service, you can contact the Ombudsman in financial conflicts North Gate II, Koning Albert II laan 8, 1000 Brussels (www.ombudsfin.be).


​The Prospectus consists of a registration document, a securities note and a summary. The Dutch version of the annual financial report for the fiscal year 2016 was approved as registration document by the Belgian Financial Services and Markets Authority (FSMA) on 10 April 2017 and was translated into English (the Registration Document). The Dutch versions of the securities note  (the Securities Note) and the summary (the Summary) were approved by the Belgian Financial Services and Markets Authority (FSMA) on 6 June 2017. The Securities Note is available in Dutch and English. The Summary is available in Dutch, French and English.

The following documents are available here:


More information can be found on de website of Xior Student Housing through the following link:
https://www.xior.be/capitalincrease

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Reordering, deleting and adding items
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The following restricted pages of the website of Bank Degroof Petercam NV (hereinafter the “Bank”) contain information in respect of the contemplated capital increase by Xior Student Housing NV (the “Company”)  (including, but not limited to, an electronic version of the Prospectus – published in Belgium – in relation to a capital increase in accordance with the applicable Belgian regulations) (the “Offering Information”), which only constitutes a public offering in Belgium.

NO PERSON THAT IS RESIDING, DOMICILED OR PHYSICALLY PRESENT IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH-AFRICA MAY ACCESS THE OFFERING INFORMATION THAT IS PRESENT ON THIS WEBSITE.

The Offering Information may only be consulted by investors that may have access to such information as allowed under the applicable regulations. These documents are made available for information purposes only. Making the Offering Information – which only targets the Belgian market – available on the internet, is not in any way intended to constitute a public offering in any jurisdiction outside Belgium or to receive purchase orders from any jurisdiction outside Belgium. The reproduction of these electronic versions (i) on another website or at any other virtual or physical location, or (ii) in a printed form or on any other carrier for the purpose of distributing these documents, in any manner whatsoever, is strictly forbidden. Other information featured on other parts of the Company’s website or on any other website does not form part of the Offering Information.

The information contained in the Offering Information does not constitute an offer or invitation to proceed to an acquisition of, or subscription to, the Company’s securities, nor an offer or invitation to proceed to an acquisition of, or subscription to, the Company’s securities in the United States of America, Canada, Australia, Japan, South-Africa or any other jurisdiction where such offering or invitation is not allowed without registration or qualification under the applicable legislation of the relevant jurisdiction, or does not meet the required conditions under the applicable legislation of the relevant jurisdiction. The information contained in the Offering Information does not constitute an offering or an invitation to any person who legally may not receive such offering or invitation, or to whom such offering or invitation may not be communicated. The Company’s shares, priority allocation rights and scrips have not been, nor will be, registered in accordance with the 1933 US Securities Act and the Company’s shares, priority allocation rights and scrips may not be offered or sold in the United States of America without prior registration in accordance with the 1933 US Securities Act, or exemption thereof. The Company does not intend to organize an offering or invitation to subscribe to its securities in the United States of America, Canada, Australia, Japan, South-Africa, or to do so towards any resident, inhabitant or citizen of the United States of America, Canada, Australia Japan or South-Africa. No element contained in the Offering Information or on this website of the Bank, nor any copy thereof, may be, directly or indirectly, taken or sent to, or distributed in, the United States of America, Australia, Canada, Japan, South-Africa or elsewhere outside Belgium. Non-compliance with these provisions may constitute a breach of the applicable legislation in the United States of America, Canada, Australia, Japan, South-Africa or other jurisdictions. The dissemination of information contained in the Offering Information or on this website in jurisdictions other than Belgium may be subject to legal restrictions and persons who become aware of and/or receive such information must inform themselves about the possible legal restrictions and comply therewith. In general, any person who would like to receive access to the Offering Information must verify in advance if such access does not constitute a breach of the applicable laws or regulations. The Bank cannot be held liable should these restrictions be breached by any person. No money, shares, payment or other forms of consideration may be requested via this website, or the information it contains, in any jurisdiction where such an offer is unlawful or if the offer is made to any other person who may not by law receive such an offer or solicitation. Shares, payment, consideration or money sent in response to this website or the information it contains will not be accepted.

The information on this website is based on the information prepared and published by the Company in relation to the contemplated transaction. The Bank accepts no liability for the accuracy, completeness or use of the information contained on this website, nor any liability to update this information. The information on this website may not be understood to constitute any form of advice or recommendation and may not be relied upon as the basis for any decision or action. Actual results and developments may differ in a material manner from any forecast, forward-looking statement, opinion or expectation expressed in the Offering Information.

By selecting “yes”, you shall be granted access to the electronic version of the Offering Information, and

(a) you confirm and declare that you have read the warnings and restrictions stated above, understand them and will comply with them, and

(b) you confirm and declare that:
(i) you are a person located in Belgium;
(ii) you are not domiciled or a resident of the United States of America and are not consulting this information from the United States of America;
(iii) you do not live in Australia or Canada;
(iv) you do not live in or are a resident of Japan;
(v) you do not live, reside or are located in any other jurisdiction where the distribution of this information is not legally permitted;
(vi) you are not a person who may not receive this information; and
(vii) in all circumstances, you agree not to send any information from this website to any person who lives or who is a resident outside Belgium or who may not receive this information.

This announcement is informative and does not constitute recommendations and/or advice from Bank Degroof Petercam NV. Investing in shares involves considerable risks. Investors are requested to read the Prospectus, particularly the risk factors described in Chapter 1 of the Securities Note "Risk Factors" and the chapter of the Registration Document on Risk Factors before investing in the New Shares, Irreducible Allocation Rights or Scrips. Any decision to invest in the New Shares, the Irreducible Allocation Rights or the Scrips in the context of the Offer must be based on all the information provided in the Prospectus. Potential investors must be capable of carrying the economic risk of investment in shares and of taking a full or partial loss on their investment.