Retail Estates : Successful 55 million euro offering via an accelerated private placement of 859,375 new shares (NEW)

PRESS RELEASE

Regulated information -Inside information

Ternat, 10 June 2022 -before opening of markets

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

SUCCESSFUL 55 MILLION EURO OFFERING VIA AN ACCELERATED PRIVATE PLACEMENT OF 859,375 NEW SHARES

• Retail Estates NV (the "Company") successfully placed 859,375 new shares, corresponding to 6.50% of the outstanding shares prior to the capital increase, at EUR 64.00 per new share. The issue price represents a discount of 6.98% compared to the stock price of the Retail Estates share after close of markets on 8 June 2022 (EUR 73.40 per share) (reduced by EUR 4.60, representing the estimated value of coupon no. 30). The offering raised gross proceeds of EUR 55 million.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

SUCCESSFUL PRICING OF A 55 MILLION EURO OFFERING VIA AN ACCELERATED BOOKBUILD OFFERING

Retail Estates announces today that it has successfully priced an offering of EUR 55 million in gross proceeds by means of a private placement via an accelerated bookbuild offering to international investors of 859,375 new ordinary shares (which represent 6.10% of the Company's outstanding shares on completion of the offering) at an issue price of EUR 64.00 per share, representing a discount of 6.98% compared to the stock price of the Retail Estates share after close of markets on 8 June 2022 of EUR 73.40, excluding the value of the detached coupon no. 30 representing an expected dividend of EUR 4.60 per share.

As a result of the issuance of the new shares, the Company's outstanding shares will increase from 13,226,452 to 14,085,827 ordinary shares.

The offering allows the Company to increase its financial fire power and strengthen its shareholders' equity in order to finance the investment pipeline and to be able to benefit from additional investment opportunities in the out-of-town retail real estate market (including EUR 10 million investments related to achieving its ESG ambitions).

The Company's debt ratio as at 31 March 2022 amounted to 49.15%. The net proceeds from the offering are expected to have an estimated pro-forma impact of -1.46% on the debt ratio, reducing it to around 47.69% by the end of June 2022.

KBC Securities NV/SA and Belfius Bank NV/SA (in cooperation with Kepler Cheuvreux) acted as Joint Global Coordinators and Joint Bookrunners of the capital increase (together referred to as "Joint Global Coordinators").

In the context of the offering, the trading of the Retail Estates share was temporarily suspended and will resume today (10 June 2022), as of the market opening.

NEW SHARES

The new shares will be issued in accordance with Belgian law and are ordinary shares that represent the capital, in the same form as the existing shares, fully paid-up, with voting rights and without nominal value. The new shares will confer the same rights as the existing shares.

DIVIDEND

The new shares will be issued with coupon no. 31 et seq. attached. The new shares therefore confer the right to profits as from 1 April 2022. Coupon no. 30, which represents the right to the dividends that can be allocated to the financial year ending on 31 March 2022 and which are estimated to amount to EUR 4.60 per share, has been detached on 9 June 2022 after market close. Upon the actual issuance of the new shares, which is expected on 14 June 2022, the existing shares and the new shares will all trade with coupon no. 31 et seq. attached and hence have the same dividend rights.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

EXPECTED ADMISSION TO TRADING OF THE NEW SHARES

The Company has submitted a request to Euronext Brussels and Euronext Amsterdam for the admission to trading of the new shares to be issued as a result of the capital increase, in accordance with the prospectus exemption provided for in article 1.5(a) of the Prospectus Regulation. The new shares are expected to be admitted to trading on the regulated markets of Euronext Brussels and Euronext Amsterdam immediately after their issue, expected on or around 14 June 2022. The new shares will have ISIN-code BE0003720340, which is the same code as the existing shares.

STANDSTILL

As part of the offering, the Company has committed to a 90-day standstill period, subject to customary exceptions. The standstill period can only be waived with the consent of the Joint Global Coordinators.

SYNDICATE

KBC Securities NV/SA and Belfius Bank NV/SA (in cooperation with Kepler Cheuvreux) acted as Joint Global Coordinators and Joint Bookrunners of the capital increase. Eubelius and Norton Rose Fulbright acted as legal counsel to the Company. Clifford Chance acted as legal counsel to the Joint Global Coordinators.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

ABOUT RETAIL ESTATES NV

The Belgian public real estate investment trust ("BE-REIT") Retail Estates nv is a niche player specialised in making in out-of-town retail properties located on the periphery of residential areas or along main access roads to urban centres available to users. Retail Estates nv acquires such real properties from third parties or builds and commercialises retail buildings for its own account. The buildings have useful surfaces ranging between 500m² and 3,000m². A typical retail building has an average surface of 1,000 m².

As of 31 March 2022, Retail Estates nv has 987 premises in its portfolio with a total retail area of 1,177,577 m², across Belgium and the Netherlands. The occupancy rate of the portfolio was 97.83% on 31 March 2022, compared to 97.07% on 31 March 2021. The fair value of the consolidated real estate portfolio of Retail Estates nv as at 31 March 2022 is estimated at EUR 1,759.88 million by independent real estate experts.

Retail Estates nv is listed on the regulated markets of Euronext Brussels and Euronext Amsterdam and is registered as a public regulated real estate company ("RREC").

Ternat, 10 June 2022

Jan De Nys, CEO of Retail Estates nv

For more information, please contact:

Retail Estates nv, Jan De Nys - CEO, tel. [phone]

Retail Estates nv, Kara De Smet - CFO, tel. [phone]

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

DISCLAIMER

These written materials, and any copy thereof, may not be directly or indirectly distributed in or to persons resident in the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, South Africa or any other jurisdiction where such distribution could constitute a breach of the applicable laws of such jurisdiction.

These written materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or subscribe for, or the announcement of a forthcoming offer to sell or subscribe for, or a solicitation of any offer to buy or subscribe for, or the announcement of a forthcoming solicitation of any offer to buy or subscribe for, existing or new shares of the Company in the European Economic Area (the "EEA") (except in the context of a private placement with Qualified Investors, as defined below), the United States, Australia, Canada, Japan, South Africa, Switzerland (except in the context of a private placement with Professional Clients, as defined below) or the United Kingdom (except in the context of a private placement with Relevant Persons, as defined below). No offer to sell or subscribe for shares, or announcement of a forthcoming offer to sell or subscribe for shares, will be made in the EEA (except in the context of a private placement with Qualified Investors, as defined below), the United States, Australia, Canada, Japan, South Africa, Switzerland (except in the context of a private placement with Professional Clients, as defined below), the United Kingdom (except in the context of a private placement with Relevant Persons, as defined below) or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction, and the distribution of this communication in such jurisdictions may be similarly restricted. Persons into whose possession this communication comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the security laws of any such jurisdiction.

This announcement contains statements which are "forward-looking statements" or could be considered as such. 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', 'continue', 'ongoing', 'possible', 'predict', 'plans', 'target', 'seek', 'would' or 'should', and contain statements made by the Company regarding the intended results of its strategy. By their nature, forward-looking statements involve risks and uncertainties and readers are warned that none of these forward-looking statements offers any guarantee of future performance. The company's actual results may differ materially from those predicted by the forward-looking statements. The Company makes no undertaking whatsoever to publish updates or adjustments to these forward-looking statements, unless required to do so by law.

This communication does not constitute or form part of an offer of securities in the United States, or a solicitation to purchase securities in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or under the securities law of any state or jurisdiction in the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly within the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or jurisdiction of the United States. The issuer of the