Business combination with
On
The contribution of the shares in
This new business model implies a number of fundamental changes from the framework in which the Company operated in the past. The EGM has therefore decided to voluntarily waive the status of public regulated real estate company (and the associated tax regime). In addition, the EGM has decided to transform the Company into a public limited company with (collegiate) board of directors under the CCA.
For more information on the new structure, we refer to the press releases published on 12 May and
In the context of the application for admission to trading on the regulated market of Euronext Brussels of the shares issued as a result of the aforementioned contributions to the Company's capital, a prospectus should be drawn up to be approved by the FSMA. The prospectus is expected to be made available on
EXTRAORDINARY GENERAL MEETING OF
Minutes of the extraordinary general meeting of shareholders of
The minutes of the EGM held on
- the Company's voluntary waiver of its licence as a public regulated real estate company (GVV/SIR) in accordance with Article 62, §2 of the Law of
- conversion of the Company into a public limited company with a (collegiate) board of directors under the CCA and associated amendment of the articles of association;
- dismissal of LREM as statutory manager of the company and appointment of the members of the board of directors of the Company: Brain@Trust BV (permanently represented by
- contribution in kind of 100% of the shares in LREM and 100% of the shares in
- replacement of the authorisation on authorised capital (taking into account, among other things, the new capital, the waiver of the GVV/SIR status and the provisions of the CCA) and the authorisation to acquire, pledge and dispose of its own securities;
- introduction of the double voting rights (loyalty voting right) in accordance with Article 7:53 of the CCA.
CORPORATE GOVERNANCE
Following this extraordinary general meeting, a board of directors of the Company took place, appointing Mr.
The nomination and remuneration committee:
- Mr.
Jan Suykens ; SoHo BV , permanently represented by Mrs.Sigrid Hermans ;Starboard BV , permanently represented by Mr.Eric Van Dyck .
The audit committee:
SoHo BV , permanently represented by Mrs.Sigrid Hermans ;- Brain@Trust BV, permanently represented by Mrs.
Marcia De Wachter ; - Mr.
Piet Dejonghe .
The Corporate Governance Charter was also amended in view of the waiver of the GVV/SIR status, the transformation into an NV with a collegiate board of directors under the CCA and the other changes that the aforementioned EGM entailed. This adapted Charter can be found on https://leasinvest.be/en/about-us/corporate-governance/
PUBLICATION IN ACCORDANCE WITH ARTICLE 15 OF THE LAW OF
On
- a capital increase by contribution in kind of 100% of the shares in LREM with a contribution value of
- a capital increase by contribution in kind of 100% of the shares in
In addition, in accordance with Article 7:53 of the CCA, the EGM introduced the double voting rights (loyalty voting right). The paid-up shares registered continuously in the register of registered shares in the same shareholder for at least two years shall confer a double right to vote. The remaining shares entitle to one vote. On the date of this press release, 1,802,817 shares1 in the Company confer double voting rights.
As a result of the completion of these transactions, the Company shall disclose the following information in accordance with Article 15 of the Transparency Act, as of
·Total capital:
·Total number of securities with voting rights: 10.002.102
·Total number of voting rights (= denominator): 11.804.9191
This state of the number of voting rights (denominator) serves as a basis for the purposes of notifications under the transparency regulation (i.e. notifications in the case of (a/o) the achievement, exceeding or under-crossing of statutory or legal thresholds).
In addition to the legal thresholds, Article 12.2 of the Company's Articles of Association provides, in accordance with Article 18, §1 of the Transparency Act, an additional notification threshold of 3%. No outstanding options or subscription rights have been issued that entitle to shares.
The Company will disclose monthly on its website and via a press release the total capital and evolution of the total number of voting securities and the total number of voting rights, insofar as those data underwent a change during the previous month.
For more information, contact Chief Executive Officer T: +32 3 238 98 77 E: michel.van.geyte@leasinvest.be |
On The total value of the investment portfolio is approximately Leasinvest is one of the largest real estate investors in Luxembourg. The total value of the development portfolio is approximately The Company is listed on Euronext Brussels and has a market capitalisation of € 678 million (value 19 July 2021). This announcement contains statements that are "forward-looking statements" or may be considered such. These forward-looking statements may be identified by the use of forward-looking terminology, including the words "believe," "estimate," "anticipate," "expect," "intend," "may," "will," "plan," "continue," "ongoing," "possible," "predict," "intend," "pursue," "try," "would" or "will," and include statements from the Company about the intended results of its strategy. Forward-looking statements, by their nature, involve risks and uncertainties, and readers have been warned that none of these forward-looking statements warrant any guarantee of future results. The Company's actual results may differ materially from those predicted by the forward-looking statements. The Company makes no commitment to provide updates or adjustments to these forward-looking statements unless legally required. |
1 204 of the 1,802,817 shares in the Company that give the right to double voting rights in principle are held by a subsidiary of the Company. The voting rights attached to these 204 shares have therefore been suspended.
Attachment
- LRE_EGM 19 07 2021_ENG_Final
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