NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, SOUTH AFRICA, CANADA, JAPAN, NOR IN ANY JURISDICTION WHERE SUCH RELEASE WOULD BE FORBIDDEN BY THE APPLICABLE LAW.
Brussels (Belgium), 9 December 2020–Inclusio NV/SA (the “Company” or “Inclusio”) is a real estate company with social purpose, mainly active in the residential segment. Today, it announces the results of its initial public offering of new shares, launched on 26 November 2020 (the “Offering”), with the admission of all its shares to trading on the regulated market of Euronext Brussels under the symbol “INCLU”. The maximum number of new shares (the “Offered Shares”) offered in the context of the Offering has been significantly oversubscribed.
The issue price amounts to EUR 21.40 per Offered Share and corresponds to the fixed price as announced at the beginning of the subscription period, giving the Company an initial market capitalization of EUR 153.8 million. The gross proceeds from the Offering for the Company will amount to EUR 59,999,993.20.
Commenting on today's announcement, Xavier Mertens, Chief Executive Officer (CEO) of Inclusio, stated:
“The successful IPO of Inclusio validates our unique operational model which offers stable expected returns while contributing to a long-lasting social and environmental impact. The concrete and strong interest from new European institutional investors and from retail investors, in combination with the continued support of existing investors, will enable the Company to execute its strategy and continue its growth at an accelerated pace.”
Marc Brisack, future Chief Executive Officer (CEO) of Inclusio, added:
“The enthusiasm of new and existing investors in this Offering will help us to further fulfil our social mission while providing comfortable financial returns for all shareholders. Inclusio is certainly an ethical, socially useful, meaningful and financially viable investment.”
Results of the Offering
- The Issue Price was fixed at EUR 21.40 per Offered Share.
- The Offering has been closed on 8 December 2020 at 4:00pm.
- 2,803,738 new shares (the “Offered Shares”) of Inclusio were placed in the context of the Offering, which corresponds to the maximum number of Offered Shares. No minimum amount was set for the Offering and there was no increase option.
- The net proceeds of the Offering (i.e. EUR 55,160,980.20) will first be used to reduce the credit line amounts currently drawn by the Company (i.e. EUR 51 million as of 31 August 2020). Later, these amounts will be gradually redrawn in order to finance projects under development (category B), as well as projects in category C and D of the pipeline.
- All of the Company’s shares, including the newly issued Offered Shares (together, the “Shares”) (namely 7,187,558 shares), will be listed on the regulated market of Euronext Brussels under the symbol “INCLU” and ISIN code BE0974374069. The trading of Inclusio’s Shares is expected to commence, on an “if-and-when-issued-and/or-delivered" basis, on 10 December 2020 (the “Listing Date”). Payment and delivery of the Offered Shares will occur on 11 December 2020 (the “Closing Date”).
- In the context of the Offering, a limited number of qualified investors have pre-committed to participate in the Offering for an aggregate amount of EUR 10,537,488.40 and have been allocated in aggregate 492,406 Offered Shares in the Offering.
- The Company has decided to allocate 1,619,114 Offered Shares to the institutional tranche, which represents 77.8% of the total demand from qualified investors in that tranche.
- Given the important support from local retail investors, the Company has decided to allocate 692,218 Offered Shares to retail investors, representing approximately 24.7% of the Offered Shares in the Offering. All shares subscribed by retail investors were allocated to them.
- The Company’s free float amounts to approximately 62.88%.
- The current reference shareholders (Belfius Insurance, Intégrale, FIF-FSI), the historical shareholder (Bank Degroof Petercam NV/SA), the previously-mentioned qualified investors having signed pre-commitment agreements prior to the subscription period and the Company’s promoters have entered into usual lock-up commitments.
- In the context of the Offering, Bank Degroof Petercam NV/SA has been appointed as Global Coordinator and, together with Belfius Bank NV/SA, acted as Joint Bookrunner.
For further information, please contact:
Chief Executive Officer
T +32 2 227 58 95
M +32 477 56 16 33
Vice Chief Executive Officer
T +32 2 675 78 82
M +32 475 200 194
For media enquiries, please contact Backstage Communication:
The information contained in this announcement is for informational purposes only and does not purport to be full or complete. This announcement does not constitute an offer or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for shares of the Company. Any purchase of, subscription for or application for, shares in the Company to be issued in connection with the intended offering should only be made on the basis of information contained in the prospectus in connection with the intended offering and any supplements thereto, as the case may be (the "Prospectus"). This announcement is not a prospectus. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the Prospectus that the Company expects to publish after its approval by the Belgian Financial Services Markets Authority. The Prospectus will contain detailed information about the Company and its business, management, risks associated with investing in the Company, as well as financial statements and other financial data. This announcement cannot be used as basis for any investment decision.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act"), and may not be offered or sold in the United States. No public offering of securities is being made in the United States.
This announcement and the information contained herein do not constitute an offer to sell nor
a solicitation to buy securities of the Company, and are not for publication, distribution or release in, or into the United States of America, Australia, South Africa, Canada, Japan or any other country where to do so would be prohibited by the applicable law.
Acquiring securities to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering such investments should consult an authorized person specializing in advising on such investments. This announcement does not constitute
a recommendation concerning the intended offering. The value of the shares can decrease as well as increase.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons outside of Belgium must inform themselves about and comply with such restrictions. The issue, the subscription for or purchase of shares of the Company can be subject to special legal or statutory restrictions in certain jurisdictions. The Company is not liable if the aforementioned restrictions are not complied with by any person.
The contents of this announcement include statements that are, or may be deemed to be, "forward-looking statements". In some cases, forward-looking statements can be identified by the use of forward-looking terminology, including the words "believes", "estimates," "anticipates", "expects", "intends", "may", "will", "plans", "continue", "ongoing", "potential", "predict", "project", "target", "seek" or "should" or, in each case, their negative or other variations or comparable terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions. Forward-looking statements include statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, its results of operations, prospects, growth, strategies and dividend policy and the industry in which the Company operates. By their nature, forward-looking statements involve risks and uncertainties. New risks can emerge from time to time, and it is not possible for the Company to predict all such risks, nor can the Company assess the impact of all such risks on its business or the extent to which any risks, or combination of risks and other factors, may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of future performance. Given these risks and uncertainties, the reader should not rely on forward-looking statements as a prediction of actual results. Without prejudice to the Company's obligations under applicable law in relation to disclosure and ongoing information, the Company does not intend, and does not assume any obligation, to update forward-looking statements.
Certain financials data included in this announcement are "non IFRS financial measures". Those non IFRS financial measures may not be compared to measures with a similar title presented by other entities, and may not be interpreted as an alternative to other financial measures determined in accordance with international reporting financial standards. Although the Company is of the opinion that those non IFRS financial measures provide useful information to the users to assess the performance and the financial situation of its business, the users are warned against an excessive reliance in the non IFRS financial measures or the ratios included in this announcement.
Bank Degroof Petercam NV/SA and Belfius Bank NV/SA (the "Joint Bookrunners") are acting for the Company only in relation to the intended offering, and will not be responsible to anyone other than the Company for providing the protections offered to their respective clients nor for providing advice in relation to the intended offering.The Company assumes responsibility for the information contained in this announcement. None of the Joint Bookrunners or any of their respective affiliates or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future. Each of the Joint Bookrunners and each of their respective affiliates therefore disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement or information.