VGP NV
a public limited liability company under Belgian law
Leonardo Da Vincilaan 19A bus 6, 1831 Machelen (Diegem)
Offering of up to 4,524,569 existing Shares
The shares of the Company (the “Shares”) being offered by the Selling Shareholders are herein referred to as the “Offer Shares.” This prospectus (the “Prospectus”) relates to the offering by VM Invest NV, Bart Van Malderen and Little Rock SA (the “Selling Shareholders”) of up to 4,524,569 existing Shares (the “Offer Shares”). The Offer Shares are being offered in: (i)a secondary public offering to retail and institutional investors in Belgium (the “Belgian Offering”); (ii)a private placement in the United States to persons who are reasonably believed to be “qualified institutional buyers” or “QIBs” (as defined in Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)), in reliance on Rule 144A or pursuant to another exemption from or transaction not subject to the registration requirements under the U.S. Securities Act; and (iii)private placements to institutional investors in certain other jurisdictions (collectively, the “Offering”). The Offering outside the United States will be made in compliance with Regulation S (“Regulation S”) under the U.S. Securities Act. The Offer Shares are being offered only in those jurisdictions in which, and only to those persons to whom, offers of Offer Shares may be lawfully made.
The aggregate number of Offer Shares may be increased by option up to 25% of the aggregate number of Offer Shares initially offered (the “Increase Option”). Any decision to exercise the Increase Option will be communicated, at the latest, on the date of the announcement of the Offer Price.
The Selling Shareholders are expected to grant KBC Securities, as stabilization manager (the “Stabilization Manager”), on behalf of itself and the Underwriters (as defined herein), an option to purchase additional Shares in an aggregate amount equal to up to 15% of the number of Offer Shares sold in the Offering (including pursuant to any effective exercise of the Increase Option) at the Offer Price (as defined below) to cover over-allotments or short positions, if any, in connection with the Offering (the “Over-allotment Option”). The Over-allotment Option will be exercisable for a period of 30 days following the Pricing Date (as defined below). As used herein, the term “Offer Shares” shall include any over-allotted Shares (unless the context requires otherwise). Within five business days after the end of the Stabilization Period (as defined below), information in relation to stabilization activities, if any, will be made public.
An investment in the Offer Shares involves substantial risks and uncertainties. Prospective investors should read the entire document, and, in particular, should see “Risk Factors” beginning on page 16 for a discussion of certain factors that should be considered in connection with an investment in the Shares. All of these factors should be considered before investing in the Offer Shares. Prospective investors must be able to bear the economic risk of an investment in the Shares and should be able to sustain a partial or total loss of their investment. See “Summary—Section D—Risks” and “Risk Factors.”
PRICE RANGE: € 55 TO € 63 PER OFFER SHARE
The price per Offer Share (the “Offer Price”) will be determined during the Offering Period (as defined herein) through a bookbuilding process in which only institutional investors may participate. The Offer Price, the number of Offer Shares sold in the Offering and the allocation of Offer Shares to retail investors is expected to be made public by a Company press release on or about 26 October 2017 and in any event no later than the first business day after the end of the Offering Period (the “Pricing Date”). The Offer Price will be a single price in Euros, exclusive of the Belgian tax on stock exchange transactions, and of costs, if any, charged by financial intermediaries for the submission of applications. The Offer Price is expected to be between € 55 and € 63 per Offer Share (the “Price Range”). The Offer Price may be set within the Price Range or below the lower end of the Price Range but will not exceed the higher end of the Price Range. A supplement to this Prospectus will be published in accordance with article 34 of the Prospectus Law if the Offer Price is set below the lower end of the Price Range.
The offering period (the “Offering Period”) will begin on 12 October 2017 and is expected to end no later than 1 p.m. (CET) on 25 October 2017, subject to early closing, provided that the Offering Period will in any event be open for at least three business days from the availability of this Prospectus. However, in accordance with the possibility provided for in Article 3, §2 of the Royal Decree of May17, 2007 on primary market practices, the Company expects the subscription period for the retail offering to end on 24 October 2017, the day before the end of the institutional bookbuilding period, due to the timing and logistical constraints associated with the centralization of the subscriptions placed by retail investors with the Joint Global Coordinators (as defined below) and with other financial institutions. Any early closing of the Offering Period will be announced by means of a Company press release, and the dates for each of pricing and allocation, publication of the Offer Price and results of the Offering and closing of the Offering will in such case be adjusted accordingly. The Selling Shareholders reserve the right to reduce the maximum number of Offer Shares at any time prior to the allocation of the Offer Shares. The Offering will be withdrawn in the event no underwriting agreement is executed or in the event the underwriting agreement is executed but is subsequently terminated. If the Offering is withdrawn or if the maximum number of Offer Shares is reduced, such withdrawal or reduction will be announced by means of a Company press release, through electronic information services such as Reuters or Bloomberg, and in a supplement to this Prospectus. There is no minimum size of the Offering. The Company will not receive any proceeds from the Offering.
Delivery of the Offer Shares is expected to take place in book-entry form against payment therefor in immediately available funds on or about 27 October 2017 (the “Closing Date”) to investors’ securities accounts via Euroclear Belgium, the Belgian central securities depository. See “The Offering – Form of the Offer Shares and Delivery.”
This document constitutes an offer prospectus for purposes of Article 3 of Directive 2003/71/EC of the European Parliament and of the Council of the European Union (as amended, including by Directive 2010/73/EU, the “Prospectus Directive”) and has been prepared in accordance with Article 20 of the Belgian Law of June16, 2006 on the public offering of securities and the admission of securities to trading on a regulated market, as amended (the “Prospectus Law”). The English version of this Prospectus dated 11 October 2017 was approved by the Belgian Financial Services and Markets Authority (the “FSMA”).
A supplement to this Prospectus will be published in accordance with article 34 of the Prospectus Law in the event (i)the Offering Period is extended, (ii)the lower limit of the Price Range is decreased or the Offer Price is set below the lower end of the Price Range, (iii)the maximum number of Offer Shares is reduced, including due to an early closing of the Offering Period without placement of the total number of Offer Shares (excluding the Increase Option), or (iv)the underwriting agreement is not executed or is executed but subsequently terminated and the Offering is withdrawn.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of the Offer Shares in any jurisdiction or to any person to whom it would be unlawful to do so.
The Shares have not been and will not be registered under the U.S. Securities Act or the applicable securities laws of any state or other jurisdiction of the United States and may not be offered, sold, pledged or transferred within the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Prospective purchasers are hereby notified that sellers of the Shares may be relying on the exemption from the provisions of Section5 of the U.S. Securities Act provided by Rule 144A. For a description of certain restrictions on transfer of the Shares, see “Transfer Restrictions.”
Joint Global Coordinators and Joint Bookrunners
J.P. Morgan / KBC SecuritiesCo-Lead Manager
Belfius
Co-Manager
ING
Prospectus dated 11 October 2017
TABLE OF CONTENTS
TABLE OF CONTENTS 1
Summary 4
RISK FACTORS 17
Important Information 32
Presentation of Financial and Other Information 36
INDUSTRY AND MARKET DATA 38
Enforcement of Civil Liabilities 39
FORWARD-LOOKING STATEMENTS 40
EXCHANGE RATES 41
Use of Proceeds AND RATIONALE OF THE OFFERING 42
Dividends and Dividend Policy 43
Capitalization and Indebtedness 44
Selected Consolidated Financial Information 46
Operating and Financial Review 54
BUSINESS 78
IndustRY 102
Management and Corporate Governance 110
GROUP STRUCTURE 122
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 124
Description of Share Capital and Articles of Association 127
Taxation 134
The Offering 143
Plan of Distribution 148
Transfer Restrictions 154
Legal Matters 156
Independent Auditors 157
Certain Definitions 158
ANNUAL Financial Statements and interim financial statements 168
Summary
Summaries are made up of disclosure requirements known as “Elements.” These Elements are numbered in Sections A – E (A.1 – E.7).
This summary contains all the Elements required to be included in a summary for this type of securities and company. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and company, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of “Not applicable.”
Section A—Introduction and warnings
Element / Disclosure requirementA.1 / Introduction and warnings
This summary must be read as an introduction to this Prospectus and is provided to aid investors when considering whether to invest in the Offer Shares, but is not a substitute for this Prospectus. Any decision to invest in the Offer Shares should be based on consideration of this Prospectus as a whole. Following the implementation of the relevant provisions of the Prospectus Directive in each Member State of the EEA, no civil liability will attach to the persons responsible for this summary in any such Member State solely on the basis of this summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus or it does not provide, when read together with the other parts of this Prospectus, key information in order to aid investors when considering whether to invest in the Offer Shares. Where a claim relating to this Prospectus is brought before a court in a Member State of the EEA, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating this Prospectus before the legal proceedings are initiated.
A.2 / Consent for use of the prospectus for subsequent resale
Not applicable. The Company does not consent to the use of the Prospectus for the subsequent resale or final placement of securities by financial intermediaries.
Section B—Company
Element / Disclosure requirementB.1 / The legal and commercial name of the Company
The legal name of the Company is VGP NV. It carries out its business under the name of VGP and associated registered trademarks.
B.2 / Domicile and legal form of the Company
The Company is a public limited liability company incorporated in the form of a société anonyme/ naamloze vennootschap under Belgian law. It is registered with the legal entities register of Brussels, under enterprise number 0887.216.042. The Company’s registered office is located at Leonardo Da Vincilaan 19A bus 6, 1831 Machelen (Diegem), Belgium.
B.3 / Current operations and principal activities of the Company and the principal markets in which it competes
The Company, together with its Subsidiaries (collectively, “VGP”, the “VGP Group” or the “Group”) is a real estate group specialised in the acquisition, development, and management of logistic real estate, i.e. buildings suitable for logistical purposes and light industrial activities. The Group focuses on strategically located plots of land suitable for development of logistic business parks of a certain size, so as to build up an extensive and well-diversified land bank on top locations, i.e. locations in the vicinity of highly concentrated living and/or production centres, with an optimal access to transport infrastructure.
The geographical focus of the Group is mainly on Germany, the Czech Republic and Spain and to a lesser extent on Latvia, Slovakia, Hungary and Romania.
The Group has an in-house team which manages all the activities of its fully integrated business model: from the identification and acquisition of the land, to the conceptualisation and design of the project, the supervision of the construction works, the contacts with potential tenants and a significant part of the Facility Management of its own real estate portfolio.
The aim of the Group is to become a leading specialised developer and owner of logistic property for the mid-European region (with a current focus on Latvia, the Czech Republic, Slovakia, Hungary and Romania), Germany, Spain and possibly other countries depending on market demand and perceived trends.
B.4a / Significant recent trends affecting the Company and the industries in which it operates
Following the initial steps into the Spanish market in 2015 with the opening of an office in Barcelona, the Group has substantially expanded its presence in Spain during 2016 with the acquisition of a state of the art brand new 180,000 m² logistics building (extendable to circa 260,000 m²) together with a significant portion of of future development land from the fashion group Mango and a 223,000 m² development land plot in San Fernando de Henares, located close to the Madrid Barajas International airport.