VGP NV

to Launch Private Placement of 929,153 Existing Shares Via an Accelerated Bookbuild Offering

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, JAPAN, CANADA, AUSTRALIA, SOUTH AFRICA OR SWITZERLAND

Press Release
Regulated Information – Inside information

2 September 2020, 2:30 pm, Antwerp (Berchem), Belgium: VGP NV (‘VGP’ or ‘the Group’), a leading European provider of high-quality logistics and semi-industrial real estate, announces the following:

• VGP Belgium NV, a 100% subsidiary of VGP NV and formerly named VGP MISV Comm. VA, is launching an offering of existing shares of VGP (the “Shares”) in cash by means of a private placement via an accelerated bookbuild offering with institutional investors (the ‘Placement’).
• The Placement covers up to 929,153 Shares held by VGP Belgium NV, corresponding to a maximum of 4.51% of the share capital of VGP.
• The accelerated bookbuild procedure will start immediately after publication of this press release.
• VGP has requested that trading of the Shares on the Euronext Brussels and Prague Stock Exchange regulated markets be suspended until the results of the Placement are published in a press release, which is expected on or around 3 September 2020.
• The net proceeds from this Placement will be received by VGP Belgium NV and will be used by the Group to further finance the development of current projects under construction and new pre-let projects as well as the selective expansion of the land bank.

VGP’s Chief Executive Officer, Mr. Jan Van Geet, said:
“Following the transition last year to our new long-term management incentive plan, the shares held as part of the former scheme within the MISV vehicle¹ lost their original purpose. For that reason, we are selling these treasury shares in the market as we believe the capital is better put to work by supporting our investment pipeline and enabling us to continue to capture additional growth opportunities.”

Jan Van Geet added: “Furthermore, maintaining a fortress capital position remains critical due to the anticipated opportunities arising out of the notable accelerating adoption of e-commerce across society and an increasing emphasis by our tenants on the resiliency of their logistics supply chains which is progressively driving demand for our prime warehouses across Europe.”

Structure

• The Placement shall take place by means of a private placement via an accelerated bookbuild offering to eligible investors including to (i) qualified investors in the European Economic Area and in the United Kingdom, as defined in Article 2(e) of the Prospectus Regulation and in accordance with the prospectus exemption provided in Article 1.4(a) of the Prospectus Regulation, and (ii) in the United States to qualified institutional buyers as defined in, and in accordance with, Rule 144A under the U.S. Securities Act of 1933, as amended (the “US Securities Act”).
• The final placement price and the final number of Shares shall be determined by the sole director of VGP Belgium NV in consultation with the Joint Global Coordinators.
• J.P. Morgan Securities plc and KBC Securities NV are acting as Joint Global Coordinators and Joint Bookrunners of the Placement, with Belfius Bank NV/SA acting as Joint Bookrunner.
• As part of the Placement, VGP and VGP Belgium NV will be subject to a 180-day lock-up which will be subject to customary exceptions and may only be waived with the consent of the Joint Global Coordinators.

Expected Timetable