Vastned Retail N.V. (ENXTAM:VASTN) announced a voluntary and conditional public takeover bid to acquire an additional 34.51% stake in Vastned Retail Belgium SA (ENXTBR:VASTB) for €96.2 million on January 14, 2018. Vastned Retail N.V. announced its intention to make a bid of €57.5 per share in cash for 1.75 million Vastned Retail Belgium shares. 65.49% of the shares in Vastned Retail Belgium NV are already held by Vastned Retail N.V. either directly or indirectly. After the intended takeover bid, Vastned Retail Belgium will remain a key subsidiary of Vastned Retail N.V. The intended takeover bid will provide for an acceptance rate of 90% of the free float in order to make a simplified squeeze-out possible. In the context of the intended takeover bid Vastned Retail N.V. proposes to convert Vastned Retail Belgium from a public regulated real estate company (public BE-REIT) into a specialized real estate investment fund (FIIS). In this context, the stock listing of Vastned Retail Belgium will be cancelled. The intended takeover bid will not affect employment at Vastned Retail Belgium.

The intended takeover bid will state a number of conditions, including approval by the Belgian Financial Services and Markets Authority (FSMA), an acceptance threshold of at least 90% of the shares to which the intended takeover bid applies (which, taking into account the participation already held, presupposes a total participation of 96.55%), the resolution of the extraordinary general meeting of shareholders of Vastned Retail Belgium to relinquish the status of public BE-REIT and simultaneously take on FIIS status, and the absence of any material adverse effect arising after the date of this announcement, and will further be subject to the other conditions that will be set out in the prospectus. This bid is unanimously supported by the entire board of directors of Vastned Retail Belgium. Formal takeover bid submitted to Belgian Financial Services and Markets Authority (FSMA) on April 12, 2018. The offer period will commence on May 2, 2018 and end on June 1, 2018, without any possibility of a voluntary reopening of the bid. As of April 24, 2018, FSMA approved the prospectus and response memorandum by the Board of Directors of Vastned Retail Belgium. Ordinary general meeting of Vastned Retail Belgium on April 25, 2018 has approved the dividend of €2.62 per share and the ex-dividend date is set on May 17, 2018. As the ex-dividend date precedes the date of the acquisition of the shares in Vastned Retail Belgium by Vastned Retail N.V., the amount of the gross dividend will be balanced with the bid price, which will therefore amount to €54.88. As of May 18, 2018, the extraordinary general meeting of Vastned Retail Belgium NV approved the deal. With the unanimous approval of all agenda items by the extraordinary general meeting, the minimum acceptance threshold of 90% of the free float is the only significant condition remaining for the takeover bid.

Kempen acted as financial advisor and Eubelius as legal advisor to Vastned Retail N.V. Degroof Petercam Corporate Finance acted as independent expert for Vastned Retail Belgium.