Leasinvest Real Estate intends to become an integrated real
JAN SUYKENS, CEO ACKERMANS & VAN HAAREN CHAIRMAN LEASINVEST RE:
“AvH, which today owns both 30.01% of LRE and 100% of Extensa, is pleased to support the corporate strategy advancement proposed by management. Through the contribution of our stake in Extensa, we are strengthening our commitment to LRE and supporting the intended strategic development towards a mixed real estate investment and development group. “
MICHEL VAN GEYTE, Managing Director LEASINVEST RE:
“’Leasinvest 2.0′ is becoming a real estate provider with a unique market position that combines the best of both worlds: recurring rental income from real estate investments and added value potential from development activities. In addition, ‘Leasinvest 2.0’ will start from a thorough sustainability vision in which it will make a sustainable contribution to the development and optimization of its real estate portfolio in Belgium, the Grand Duchy of Luxembourg and Austria. “
A unique combination
Leasinvest Real Estate (the “Company”) today announced that it has acquired a Business combination whereby Ackermans & van Haaren (“AvH”) its 100% share Extensa Group NV / SA (“Extensa”) on the company’s capital.
This is in line with the intention to transform the business into a business Listed integrated real estate playerwho invest on the one hand and develop real estate on the other, either to sell them or to keep them in the portfolio. This new business model implies some fundamental changes in the framework in which the company operates today. Leasinvest Real Estate will therefore propose to an extraordinary general meeting to voluntarily waive their BE-REIT status (and the associated tax system).
“Leasinvest 2.0” combines a proven track record of an international real estate investor with leading (new) development capacities.
This is made possible by the business combination of:
– Leasinvest Real Estate, a real estate investor operating in the high quality office and retail segment in Belgium, Luxembourg and Austria.
– Extensa, a true specialist in mixed-use urban developments, realizing large, particularly high-quality and renowned real estate projects in Belgium, in particular Tour & Taxis in Brussels and Cloche d’Or in Luxembourg.
By bringing together the real estate positions and the complementary expertise of the teams of both companies, synergies are created and a solid foundation is created for a strategy geared towards the realization and management of innovative mixed-use urban developments, thereby creating new urban districts or revitalizing existing ones. With this focus, the company can combine recurring rental income with attractive capital gains.
This structure will enable LRE to be more agile in the currently volatile market environment through targeted arbitrage in its portfolio or through the renovation of existing buildings. In addition, the reinforced balance sheet structure will enable a proactive approach to new opportunities in its core or even in new markets.
The new structure will have a consolidated balance sheet total of around € 1.9 billion with equity of +/- € 800 million. The combined investment portfolio will mainly consist of offices (47%) and secondly retail stores (39%). The “Other” section includes the remaining logistics buildings from the Leasinvest portfolio on the one hand and the buildings on the Tour & Taxis website that are used for events (The Sheds and Maison de la Poste) and the various autos parks on the other. Geographically, Belgium and Luxembourg are almost equally important (43-44%) and the remaining 13% consist of the retail parks in Austria from the Leasinvest portfolio.
By acquiring the iconic historic buildings from Tour & Taxis (“T & T”) with “Gare Maritime” as the flagship in conjunction with Leasinvest’s CSR strategy, the new company has all the strengths to be a reference in terms of sustainability in the real estate market.
The development potential that emerges entirely from Extensa can be classified as follows:
xResidential 208 300 m²
xOffices 124 300 m²
xRetail 3 400 m²
xOther 5,900 m²
Around two thirds of these developments are planned on the Tour & Taxis site in Brussels, while the remainder is on the Cloche d’Or at the southern end of Luxembourg City.
Extensa’s stake (50%) in Grossfeld PAP NV (Cloche d’Or) In addition to its activities in connection with the leasing and development of offices and retail stores, the company is also active in the residential development of its second home market in Luxembourg.
KRIS HELL CEO EXTENSA GROUP:
“The complementarity of our assets and our know-how provides a very solid foundation for further development and at the same time encourages us to translate our vision into projects that have a positive impact on everyone involved.
A new structure
As part of this planned transaction, 100% of the shares in Extensa would be brought into the company by AvH.
It is also proposed to abandon BE-REIT status and convert the company into a limited liability company with a (collegial) board of directors in accordance with the CCA (Code of Companies and Associations), with the company’s management doing this through a contribution in kind in the form of shares in Leasinvest Real Estate Management NV / SA, the legal manager of the company (“LREM” or “Manager”), which is currently a 100% subsidiary of AvH.
The aforementioned decisions will be submitted to an extraordinary general meeting of the company after (i) approval by the board of directors of Leasinvest Real Estate or AvH, (ii) completion of the due diligence in relation to Extensa, (iii) for approval) obtaining a tax decision on the Withdrawal from the BE REIT status and (iv) an agreement with the lenders to finance “Leasinvest 2.0”. Given that AvH is a shareholder in LRE, Extensa and LREM, the Board of Directors of the Manager will make its decision in relation to the Transaction in accordance with the advice of the Committee of Independent Directors, assisted by an expert under Article 657 in conjunction with 524 of the old Companies Code. and Article 7:97 CCA.
Withdrawal from BE-REIT status triggers a right to reimbursement for most of the loan agreements concluded by Leasinvest Real Estate and its subsidiaries. The change in the shareholder structure also gives certain lenders the right to terminate the relevant loan agreements and demand early repayment. The two main lenders of LRE and Extensa, BNP Paribas Fortis and Belfius, have agreed to waive this default and keep their loans in effect after the transaction, with the financial covenants being adapted to the new structure. Exceptions are requested by the other lenders. BGL has already waived the outstanding Luxembourg loan. In the event that such waivers are not received, BNPPF has promised the company a credit line of EUR 250 million so that creditors who could not receive a waiver can be repaid so that there are no consequences for the company.
With the exit from the BE-REIT status, a repayment clause will also be activated for the outstanding bond loan from Leasinvest Real Estate (with a total nominal amount of EUR 100 million, denominations of EUR 100,000, a fixed interest rate of 1.95% and a term ) Date November 28, 2026) as part of a private placement to investors on November 20, 2019. As a result, every bondholder has the right to declare the bonds they hold due and payable if they waive BE REIT status. In the event that such repayments are requested, the company will take out a bridging loan of EUR 100 million with BNPPF, so that repayment will have no effect on the company. Leasinvest Real Estate also intends to call a general meeting of bondholders. This will be communicated in due course.
Subject to the completion of the due diligence, LREM and EXTENSA will be valued at € 293 million as part of the capital increase through contribution in kind. In this context, the issue price of the shares in Leasinvest Real Estate is € 72 / share (after payment of the coupon of € 5.25 for the 2020 financial year, which was presented to the Annual General Meeting on May 17, 2021). Based on this information, Ackermans & van Haaren will own 58.5% of the company’s capital after the proposed transaction.
Leasinvest 2.0 will have a dividend policy based on a payment of 40-60% of EPRA profits related to the investment portfolio. On this basis, Leasinvest 2.0 is also aiming to increase the dividend, thanks in part to the potential of exceptionally realized profits from the sale of investment properties or profits from development projects.
“Leasinvest 2.0” aims to maintain EPRA status and thus create a unique investment opportunity in the Belgian EPRA universe.
Management will be available for further clarification from Wednesday evening and will make a video cast available on the website www.leasinvest.be from Thursday 13 May 2021.
| Contact for more information
Leasinvest real estate MICHEL VAN GEYTE |
| On LEASINVEST REAL ESTATE SCA
Leasinvest Real Estate SCA is a public BE-REIT (SIR / GVV) investing in high quality and well located retail buildings and offices in the Grand Duchy of Luxembourg, Belgium. The total fair value of Leasinvest’s directly held real estate portfolio currently amounts to EUR 1.12 billion, spread across the Grand Duchy of Luxembourg (56%), Belgium (28%) and Austria (16%). In addition, Leasinvest is one of the most important real estate investors in Luxembourg. The public BE-REIT is listed on Euronext Brussels and has a market capitalization of This announcement contains statements that are or may be considered “forward-looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology including the words “believe,” “estimate,” “anticipate,” “expect,” “intend,” “may,” “will,” “plan,” “” proceed, “possible,” “predict,” “intend,” “pursue,” “attempt,” “would” or “will” and statements by the company about the intended outcomes of its strategy. Forward-looking statements inherently involve risks and uncertainties, and readers are cautioned that none of these forward-looking statements guarantee future results. Actual results could differ materially from those projected in the forward-looking statements. The company undertakes no obligation to update or adjust these forward-looking statements unless required by law. |
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