Disclaimer
The following restricted pages of the website of Care Property Invest NV (the “Company”) contain information in respect of a contemplated transaction by the Company. Nothing on this website (or any website to which this website has been hypertext linked) constitutes an invitation or offer to acquire any securities of the Company or any of its subsidiaries.
THE INFORMATION IN THE FOLLOWING PAGES IS NOT INTENDED FOR, AND IS NOT TO BE MADE AVAILABLE TO, ANY PERSON THAT IS RESIDING, DOMICILED OR PHYSICALLY PRESENT IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, SWITZERLAND OR SOUTH AFRICA.
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The information is made available for information purposes only and is not in any manner intended to constitute an offer or invitation to proceed to an acquisition of, or subscription to, any of the Company’s securities in, or towards residents, inhabitants, or citizens of, the United States of America, Canada, Australia, Japan, Switzerland, South Africa or any other jurisdiction where such offering or solicitation is not permitted without registration, exemption from 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 on this website and in the following information does not constitute an offer of securities for sale in the United States of America, Australia, Canada, Japan, South Africa, Switzerland or in any other jurisdiction in which such offers or sales are unlawful. The Company’s securities have not been, nor will be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or with any other securities regulatory authority of any state or other jurisdiction in the United States of America. There will be no public offer of securities in the United States of America.
The Company’s securities may not be offered or sold in the United States of America without prior registration under the US Securities Act, or unless the transaction is exempt from, or not subject to, the registration requirements of the US Securities Act and any applicable state securities laws.
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In relation to each Member State of the European Economic Area and the United Kingdom (each a “Relevant State”), the following information is only addressed to and is only directed at qualified investors in that Relevant State within the meaning of Regulation ((EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, and any implementing measure in each relevant Member State of the EEA (the “Prospectus Regulation”)) (“Qualified Investors”).
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CAPITAL INCREASE
Capital increase in kind – 20 January 2021
Acquisition of a residential care centre with assisted living apartments in Attert (BE) through a contribution in kind. Capital increase and strengthening of equity by approximately €42.09 million.
Documents relating to this contribution in kind:
20 January 2021 – Special Report of the board of directors of 20 January 2021 drawn up in accordance with articles 7:179 §1 first paragraph and 7:197 §1 first paragraph of the BCCA, concerning a capital increase by contribution in kind (available in Dutch only).
20 January 2021 – Special auditors report of 20 January 2021 drawn up in accordance with articles 7:179 §1 first paragraph and 7:197 §1 first paragraph of the BCCA, concerning a capital increase by contribution in kind (available in Dutch only).
20 January 2021 – Notarial deed concerning the capital increase of 20 January 2021 (available in Dutch only).
20 January 2021 – Press release of 20 January 2021; Acquisition of a residential care centre with assisted living apartments in Attert (BE) through a contribution in kind.
Capital increase – June 2020
Capital increase in cash via an accelerated bookbuild offering within the authorised capital with cancellation of the preferential subscription right and without allocation of an irreducible allocation right through the issuance of max. 2,191,821 new shares.
25 June 2020 – Press release admission to trading and publication of new denominator (8 a.m.)
25 June 2020 – Notarial attestation of 25 June 2020 establishment of capital increase (ABB)
23 June 2020 – Press release pricing (2 p.m.)
23 June 2020 – Press release launch (11 a.m.)
23 June 2020 – Special report of the board of directors drawn up in accordance with articles 7:179 and 7:191 BCCA
23 June 2020 – Statutory auditor’s special report drawn up in accordance with Articles 7:179 and 7:191 BCCA
23 June 2020 – Notarial attestation of 23 June 2020 in connection with the proposed capital increase (ABB)
Optional dividend – May/June 2020
Documents relating to this optional dividend
27 May 2020 – Information Memorandum.
27 May 2020 – Press release of 27 May 2020: Conditions relating to the optional dividend
27 May 2020 – Notarial deed optional dividend
19 June 2020 – Notarial deed result optional dividend
Capital increase in kind – 15 January 2020
Acquisition of 2 residential care centres with assisted living apartments in Mons and Bernissart through a contribution in kind. Capital increase and strengthening of equity by approximately €33.6 million.
Documents relating to this contribution in kind:
15 January 2020 – Mons: Special report from the Board of Directors of 15 January 2020 relating to the contribution in kind in accordance with Article 602 of the Companies Code (available in Dutch only).
15 January 2020 – Bernissart: Special report from the Board of Directors of 15 January 2020 relating to the contribution in kind in accordance with Article 602 of the Companies Code (available in Dutch only).
15 January 2020 – Mons: Special auditors report of 15 January 2020 relating to the contribution in kind in accordance with Article 602 of the Companies Code (Available in Dutch only)
15 January 2020 – Bernissart: Special auditors report of 15 January 2020 relating to the contribution in kind in accordance with Article 602 of the Companies Code (Available in Dutch only)
15 January 2020 – Notarised Deed containing the increase in capital of 15 January 2020 (only in Dutch).
15 January 2020 – Press release of 15 January 2020: Acquisition of 2 residential care centres with assisted living apartments in Mons and Bernissart through a contribution in kind.
Optional dividend – May/June 2019
Documents relating to this optional dividend
29 May 2019 – Special report from the Board of Directors of 29 May 2019 relating to the optional dividend in accordance with Article 602 of the Companies Code (available in Dutch only).
29 May 2019 – Special auditors report of 29 May 2019 relating to the optional dividend in accordance with Article 602 of the Companies Code (Available in Dutch only)
29 May 2019 – Information Memorandum.
29 May 2019 – Press release of 29 May 2019: Conditions relating to the optional dividend
26 June 2019 – Notarial deed optional dividend
Capital increase in kind – 3 April 2019
Acquisition of a residential care centre in Genval through a contribution in kind. Capital increase and strengthening of equity by approximately €16.4 million.
Capital increase in cash – October 2017
Public Offering for subscription to New Shares in the context of a capital increase in cash, within the authorised capital, with Irrevocable Allocation Right for a maximum amount of EUR 72,138,612.00.
Press releases
27 October 2017- Information relating to the new denominator
25 October 2017- Results capital increase after the closing of the Subscription Period – Trading share temporarily suspended
Prospectus
The Prospectus for the public offering for subscription to New Shares consists of the Summary, the Registration Document and the Securities Note, including all information incorporated by reference.
The Securities Note, the Registration Document and the Summary may be distributed separately. The Securities Note, the Registration Document and the Summary are available in Dutch. The Registration Document and the Summary are also available in English and French. The English and French versions of the Summary are translations of the Dutch version of the Summary and are the responsibility of the Company. The Dutch version prevails over the other language versions.
12 October 2017 – Summary
12 October 2017- Securities Note (Available in Dutch only)
12 October 2017- Registration document: Annual Financial report 2016
12 October 2017- Half-yearly financial report 2017, published 7 September 2017
Presentation
11 October 2017- Roadshow presentation
Board of Directors
12 October 2017- Notarial deed of 10 October 2017 in connection with the proposed capital increase (Available in Dutch only).
12 October 2017- Special report of the Board of Directors pursuant to Article 596 of the Belgian Companies Code (Available in Dutch only)
12 October 2017- Special report of the Auditor pursuant to Article 596 of the Belgian Companies Code (Available in Dutch only)
15 March 2017 : Acquisition of a residential care centre with service flats in Watermaal-Bosvoorde through contribution in kind. Capital increase and increase in equity of approx. EUR 33.5 million
Publication of equivalent information (only in Dutch).
Special report from the Board of Directors relating to the contribution in kind in accordance with Article 602 of the Company Law of 15 March 2017 (only in Dutch).
Special auditors report relating to the contribution in kind in accordance with Article 602 of the Company Law of 14 March 2017 (only in Dutch).
Draft of the Notarised Deed containing the increase in capital of 15 March 2017 (only in Dutch).
Press release of 17 February 2017: Agreement on the acquisition of a residential care centre with service flats in Watermaal-Bosvoorde.
Press release of 15 March 2017: Acquisition of a residential care centre with service flats in Watermaal-Bosvoorde through contribution in kind.
Capital increase June 2015
Public offer for subscription to new shares within the framework of a capital increase in cash with irrevocable allocation right for a maximum amount of EUR 40,260,453.75
The Summary, together with the Registration Document and the Securities Note, including all information incorporated by reference, constitutes the Prospectus relating to the public offer for subscription to the New Shares. The Securities Note, the Registration Document and the Summary may be distributed separately. The Summary is available in Dutch, French and English. The translations of the Summary are performed at the responsibility of the Company. The Registration Document and the Securities Note are available in Dutch. The present Dutch-language version of the Summary has probative value.
Capital increase – 03-06-2015: Summary.
Capital increase – 03-06-2015: Securities Note (Verrichtingsnota) (available in Dutch only).
Capital increase – 03-06-2015: Registration Document (Registratiedocument – Jaarlijks Financieel Verslag voor de periode 01.01.2014 tot 31.12.2014) (available in Dutch only)
