Investor Frequently Asked Questions

 

Frequently asked questions regarding the reopening of the voluntary and unconditional public takeover bid in cash for all shares of Befimmo SA

 

  1. Who are Alexandrite Monnet Belgian Bidco SA and Brookfield?

The Bidder is Alexandrite Monnet Belgian Bidco SA, a limited liability company and a sicaf institutionnelle under Belgian law investing in real estate.

The Bidder is indirectly wholly controlled by Brookfield Asset Management Inc (“Brookfield”), a leading global alternative asset manager with approximately $750 billion in assets under management. Brookfield has more than a 120-year history of owning and operating assets with a focus on real estate, infrastructure, renewable power and transition, private equity and credit.

Brookfield is one of the world’s largest owners and operators of real estate with over $260 billion of real estate assets globally, and an office portfolio of over 15 million square meters worldwide.

 

  1. What percentage of Befimmo does the Bidder own following the initial acceptance period?

Following the initial acceptance period, the Bidder owns 79.89% of the shares of Befimmo SA and controls a total of 84.94% of such shares, taking into account the treasury shares held by Befimmo SA.

 

  1. When was the offer announced?

The voluntary and conditional public takeover bid for all outstanding shares of Befimmo SA was announced on February 25, 2022.

The voluntary and unconditional reopening of the offer was announced on July 12, 2022 when the Bidder also announced that it had acquired control of 84.94% of Befimmo SA.

Further information is available at www.befimmo-offer.be.

 

  1. What is the offer price?

The Bidder offers shareholders of Befimmo SA a cash consideration of €47.50 per share.

 

  1. What is the premium offered to shareholders of Befimmo SA?

The offer price represents a premium of 51.8% over the last closing price on February 24, 2022, the day before the offer was made.

The €47.50 per share offer represents a premium of 29.3% to the 52-week share price high of €36.75 per share for the period ended February 24, 2022.

 

  1. Does the Board of Directors support the offer?

After examining the Prospectus, Befimmo’s Board of Directors has unanimously decided to support the Bid and to recommend the Shareholders to tender their Shares into the Bid.

 

  1. Where can I find the Prospectus?

The Prospectus and Acceptance Forms may be obtained free of charge at the counters of BNP Paribas Fortis SA/NV, the Paying Agent Bank, or via telephone number +32 2 433 41 13.

Electronic versions of the Prospectus and Acceptance Forms are available online at:

The websites of the Bidder monnet-offer.be and befimmo-offer.be

The website of the Target befimmo.be/en/takeover-offer

bnpparibasfortis.be/epargneretplacer (in French)

bnpparibasfortis.be/sparenenbeleggen (in Dutch)

 

  1. How do I tender my shares?

Complete the Acceptance Form and send it to BNP Paribas Fortis SA/NV (the Paying Agent Bank) at the following e-mail address ecm@bnpparibasfortis.com, no later than 5 p.m. CET on September 16, 2022, the last day of the Subsequent Acceptance Period.

Payment of the Bid Price to the Shareholders who have duly accepted the Bid during the Subsequent Acceptance Period will be made free of any condition or restriction, by wire transfer to the bank account specified by such Shareholder in its Acceptance Form.

 

  1. When does the reopening of the voluntary public takeover offer begin and when will it end?

The subsequent acceptance period opens at 9am CET on Monday August 29, 2022 and will close at 5 pm CET on Friday September 16, 2022.

 

  1. When is the payment of the offer price expected?

The Bidder shall pay the Bid Price to the Shareholders who have validly tendered their Shares during the Subsequent Acceptance Period, on or around October 7, 2022.

Payment of the Bid Price to the Shareholders who have duly accepted the Bid during the Subsequent Acceptance Period will be made free of any condition or restriction, by wire transfer to the bank account specified by such Shareholder in its Acceptance Form.

 

  1. Will Befimmo SA remain listed on the stock exchange?

The intentions of the Bidder in this respect depend on the number of Shares held at closing of the Offer by the Bidder, its Affiliates, and persons acting in concert with the Bidder and/or having a participation link with the Bidder.

The Bidder announced on July 12, 2022 that it had acquired control of 84.94% of Befimmo SA, taking into account treasury shares held by Befimmo SA. As the minimum threshold has been reached, the Offer is now unconditional.

If the Bidder, together with its Affiliated Persons and persons acting in concert with it at the closing of the Offer, holds at least 95% of the Shares, the Bidder intends to launch a Squeeze-Out and consequently to delist Befimmo SA.

If the Bidder, together with its relevant related parties (including Befimmo SA) holds less than 95% of the Shares following closing of the Offer and following a one year transitional period, the Bidder intends to implement an alternative scenario, which could either result in (i) Befimmo SA’s activities shifting to the FIIS regime and Befimmo’s Shares being exchanged for non-listed certificates issued by a foundation (which would lead to Befimmo’s delisting), (ii) any other reasonable alternative scenario (which could also lead to Befimmo’s delisting), or (iii) the conversion of Befimmo SA into an ordinary listed company following renunciation to its REIT status, in each case preceded by a clean-up offer at that point in time (which may then result in the Bidder still reaching the 95% threshold and being allowed to proceed with a squeeze-out and delisting).

 

  1. Does the Bidder plan to launch a squeeze out?

If as a result of any Subsequent Acceptance Period, the Bidder (together with its Affiliated Persons and persons acting in concert with it at that point in time) holds at least 95% of the Shares, the Bidder shall be entitled (and intends) to launch a simplified Squeeze-out in accordance with article 7:82 of the Companies and Associations Code and articles 42 and 43 of the Takeover Decree.

 

  1. When do you expect the offer to close?

The Subsequent Acceptance Period is expected to close on September 16, 2022, resulting in a Payment Date of October 7, 2022

Depending on the number of Shares held by the Bidder following closing of the Subsequent Acceptance Period, the Bidder may decide (or be required) to reopen the Offer for acceptance one or two more times as of 27 October 2022 and 9 December 2022, resulting in payment dates on 21 November 2022 and, as the case may be, 30 December 2022 respectively.