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 91.83% of the shares of Befimmo SA and controls a total of 96.9% 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 October 7, 2022 when the Bidder also announced that it had acquired control of 96.9% 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 January 3, 2023, the last day of the Additional Acceptance Period.

Payment of the Bid Price to the Shareholders who have duly accepted the Bid during the Additional 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 Additional Acceptance Period opens at 9am CET on Tuesday October 25, 2022 and close at 5pm CET on Tuesday January 3, 2023.

 

  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 Additional Acceptance Period, on or around January 24, 2023.

Payment of the Bid Price to the Shareholders who have duly accepted the Bid during the Additional 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?

As the Bidder now directly and indirectly holds more than 95% of the shares of Befimmo SA, the Bidder has exceeded the threshold required to launch a simplified squeeze-out offer. The Bidder has therefore decided to proceed to a final reopening of the offer for acceptance, which reopening will have the effect of a simplified Squeeze-out and result in the delisting of Befimmo SA.

 

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

As the Bidder now directly and indirectly holds more than 95% of the shares of Befimmo SA, the Bidder has exceeded the threshold required to launch a simplified squeeze-out offer. The Bidder has therefore decided to proceed to a final reopening of the offer for acceptance, which reopening will have the effect of a simplified Squeeze-out and result in the delisting of Befimmo SA. 

Shares that have not been tendered prior to closing of the Additional Acceptance Period will be transferred to the Bidder by force of law and the relevant shareholders will have to request payment of the offer price for their shares at the Deposit and Consignment Office.

 

  1. When do you expect the offer to close?

The Additional Acceptance Period is expected to close on January 3, 2022, resulting in a Payment Date of January 24, 2023