BEFIMMO SA 
By PRESS RELEASE REGULATED INFORMATION
EMBARGO - 3 October 2012 - 5.40 PMSociété en Commandite par Actions
Befimmo SCA owns 100% of the shares of Fedimmo SA
As of 3 October 2012, Befimmo SCA purchased the shares (10%)
of Fedimmo SA that it did not own yet and that were held, up
to now, by Société Fédérale de Participations et
d'Investissement ("SFPI") and by Sopima.
Befimmo acquired one half of these shares for cash (or
230,148 Fedimmo shares held by SFPI, and 260,860 shares of
Fedimmo held by Sopima), and the other half (or 491,008
shares of Fedimmo held by SFPI) in exchange for 593,901 new
shares of Befimmo.
With this transaction, Befimmo now owns all Fedimmo shares
and is now the sole beneficiary of Fedimmo's results,
which will have a positive impact, notably an annual increase
of its estimated EPRA earnings of some €0.03 per share.
This transaction will allow the Fedimmo portfolio to benefit
from the sicafi status.
As a reminder, in December 2006 Befimmo had purchased 90% of
Fedimmo's capital to which the Belgian State and Sopima
had previously contributed 62 buildings occupied by the
federal public services. Following this transaction,
Fedimmo's capital was owned by Befimmo
(90%1), SFPI (7.34%1) and by Sopima
(2.66%1).
Valuation and remuneration
The purchase price of the Fedimmo shares from SFPI and Sopima
was based on the net asset value of Fedimmo as of 30 June
2012, as determined based on the IFRS2 standard,
less 10%. Such valuation for the acquisition of Fedimmo
shares for cash enables Befimmo to recognise an increase of
reserves amounting to approximately €3 million.
The exchange ratio of the contribution in kind was determined
based on the respective net asset values of both companies.
As remuneration for the contribution of 491,008 Fedimmo
shares, SFPI was granted 593,901 new Befimmo
shares3 (coupon No 23 attached).
1 Befimmo: 8,838,145 shares, SFPI: 721,156 shares, Sopima: 260,860 shares.
2 The interim accounts of both companies as of 30 June 2012 were subject to a limited review by their Statutory
Auditor, Deloitte Réviseurs d'Entreprises scrl.
3 In addition to the shares received, SFPI was paid a balance of €24.88.
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EMBARGO - 3 October 2012 - 5.40 PMFollowing this transaction, Befimmo acquired the interest owned by SPFI and Sopima in Fedimmo4 at an investment value of €64.8 million, which led to an increase in the net asset value of €0.18 per share5. For information, based on the financial statements as of 30 June 2012, this transaction results in a Loan-to-value ratio of approximately 47%.
Capital increase - Authorised capital
In order to remunerate the contribution in kind described
above, the Board of Directors of Befimmo SA, Managing Agent
of the Befimmo Sicafi, as of 3 October 2012 increased the
capital of the Company within the framework of the authorised
capital. Hence, the registered capital of Befimmo increased
from €264,061,592.80 to €272,690,074.096 and is
now represented by 18,769,341 shares. The new shares grant
the same rights and benefits as existing shares and will be
listed on NYSE Euronext Brussels as of Friday 5 October
2012.
If no other factors intervene, the Company considers that
this increase of the number of issued shares will not require
a review of the Company's dividend forecasts per share.
The various documents regarding this acquisition are
available on Befimmo's website (http://www.befimmo.be/en/publications/25).
The notarial deed for the capital increase will be filed at
the Registry of the Commercial Court of Brussels within the
statutory deadline.
4 Including the dividend right for the 2012 fiscal year.
5 New shares included.
6 As a reminder, as of 30 June 2012, Befimmo SCA's equity amounted to €1,003.2 million (capital, share premium
account, reserves, and net result for the fiscal year).
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EMBARGO - 3 October 2012 - 5.40 PM T R A N S P A R E N C Y R E G U L A T I O N SPursuant to article 15 of the law of 2 May 2007 and to the Royal Decree of 14 February 2008, Befimmo hereby publishes the following information:
