Investor Frequently Asked Questions

Frequently asked questions regarding the voluntary and conditional public takeover bid in cash for all the outstanding shares of Intervest Offices & Warehouses NV (Intervest) not yet owned by TPG (the Offer)

 

  1. Who are European Real Estate Holdings NV (the Offeror) and TPG?
    • European Real Estate Holdings NV is an entity fully controlled by TPG Real Estate Partners (TREP), TPG’s dedicated real estate equity investment platform.
    • TREP is part of TPG’s diversified real estate platform. TREP has deep experience partnering with management teams to build and grow high-quality real estate platforms, with particular expertise in the logistics sector.
    • TPG is a global alternative asset management firm with $222 billion of assets under management and investment and operations teams around the world. The firm has a 30-year history of partnering with innovative companies across industries to help them grow. TPG is publicly listed on NASDAQ.

 

  1. When was the transaction announced?
    • The voluntary conditional public takeover bid for all outstanding shares of Intervest was announced on October 17, 2023. Further information, including TPG’s press releases, is available at bid-co-offer.be.

 

  1. What is the Offer price?
    • The proposal offers Intervest shareholders 100% cash consideration of €21.00 per share.
    • The Offer price represents a 52.2% premium over the closing share price on October 5, 2023 (the Reference Date), the last day prior to suspension of trading in the Intervest share by the FSMA on October 6, 2023, as well as a premium of 47.8% over the last 1-month volume-weighted average share price (VWAP), 52.3% over the last 3-month VWAP, and 38.9% over the last 6-month VWAP for the period as of the Reference Date.
    • Following the results of the subsequent acceptance period, TPG re-opened the Offer as a simplified squeeze-out offer with an acceptance period from 4 April 2024 until 25 April 2024. The results of the simplified squeeze-out offer will be announced on or before 2 May 2024. Shareholders who have not yet accepted the Offer will be able to accept the Offer during the simplified squeeze-out period.
    • For shares tendered in the squeeze-out period, the offer price will be reduced by the total gross dividend amount per share (before any applicable tax deduction) for the financial year 2023 which will be approved at Intervest’s annual general shareholders’ meeting taking place on 24 April 2024. Payment of the offer price for the shares tendered during the acceptance period of the simplified squeeze-out offer will be made on 16 May 2024.

 

  1. Do Intervest’s Supervisory Board and Management Board support the Offer?
    • Yes, the Supervisory Board of Intervest unanimously supports the Offer and recommends its shareholders to accept the Offer. Please see the response memorandum from Intervest’s Supervisory Board (https://www.intervest.be/en/takeover-offer ) and the announcement published by Intervest.
    • As set out in the aforementioned announcement, the Offer is also unanimously supported and recommended by Intervest’s Management Board.

 

  1. Where can I find the prospectus and acceptance forms?
    • Electronic versions of the prospectus and acceptance forms are available online at bid-co-offer.be, under “Key Documents.”
    • Electronic versions of the prospectus and acceptance forms are also available on the following websites: bnpparibasfortis.be/epargneretplacer (in French and in English), www.bnpparibasfortis.be/sparenenbeleggen (in Dutch and in English) and www.kbc.be/intervest (in Dutch, French and English).
    • The prospectus and acceptance forms are also available free of charge at the counters of BNP Paribas Fortis NV/SA or by telephone from BNP Paribas Fortis NV/SA on +32 2 433 41 13.
    • The acceptance forms have been updated prior to the opening of the acceptance period of the simplified squeeze-out period to reflect the reduction of the bid price with the gross dividend amount that will be approved at the annual general shareholders’ meeting of Intervest that will take place on 24 April 2024.

 

  1. What actions do shareholders need to take if they wish to accept the Offer and tender their shares?
    • Shareholders may tender their shares by completing, signing and submitting an Acceptance Form no later than 16:00 CET on 25 April 2024, or such earlier deadline as may be set by the relevant shareholder’s financial intermediary.
    • Shares not tendered by the end of the simplified squeeze-out period will be deemed to have automatically transferred to the Offeror at the end of the simplified squeeze-out period, with consignation of the funds necessary for the payment of the price for such non-tendered shares for the benefit of the relevant shareholders to the Deposit and Consignation Office (Deposito- en Consignatiekas/Caisse des Dépôts et Consignations). The relevant shareholders will have to request payment of the offer price for their shares at the Deposit and Consignment Office.
    • The Acceptance Forms are available for registered and dematerialised shares at bid-co-offer.be, under Key Documents. Shareholders holding both registered shares and dematerialised shares must complete a separate form for each type of shares.
    • Acceptance of the Offer is free of charge if made via BNP Paribas Fortis NV/SA, which acts as the Centralising Receiving Agent in the framework of the Offer.
    • Shareholders who hold shares in dematerialised form must instruct the financial intermediary where such shares are held to transfer the shares directly from their securities account to the Centralising Receiving Agent. Payment for the dematerialised shares will be processed by Euroclear or the relevant financial intermediary upon receipt of the funds from Centralising Receiving Agent.
    • Acceptances of registered shares can be done by submitting the relevant acceptance form to the Centralising Receiving Agent at cfcm-ecm@bnpparibasfortis.com. Payment for the registered shareholders will be wired directly by the Centralising Receiving Agent to the IBAN specified in the acceptance form.
    • If you are an Intervest shareholder who wants to accept the Offer and you are in any doubt as to the action you should take, you are recommended to consult your stockbroker, bank, solicitor, accountant, or independent financial adviser without delay.

 

  1. Do I have to pay any fees or commissions for accepting the Offer?
    • BNP Paribas Fortis SA acts as the Centralising Receiving Agent in the framework of the Offer. Acceptance of the Offer may be made free of charge to the Centralising Receiving Agent, by submitting the completed and signed Acceptance Form. Shareholders who hold shares in dematerialised form and whose financial intermediary is not the Centralising Receiving Agent must inform themselves of any additional fees that may be charged by such parties and are responsible for the payment of such additional fees.

 

  1. What are the tax implications of tendering my shares and receiving the cash payment?
    • Each shareholder should consult its own tax advisor as to the individual consequences, including cross-border consequences, under the tax laws of their countries of citizenship, residence, ordinary residence or domicile and the tax laws of Belgium of tendering the shares in the framework of the Offer.
    • Please see Section 8 of the prospectus for a general description of certain Belgian tax considerations, which, at the date of the prospectus, are applicable under the laws of Belgium to the transfer of the shares within the framework of the Offer.

 

  1. When did the acceptance period for the voluntary public takeover begin and how long do shareholders have to tender their shares?
    • The initial acceptance period opened on 18 January 2024 and closed at 16:00 CET on 21 February 2024.
    • TPG voluntarily re-opened the acceptance period for the Offer on 28th February 2024 until 28th March 2024.
    • TPG now re-opened the Offer as a simplified squeeze-out offer with an acceptance period from 4 April 2024 until 25 April 2024. The results of the simplified squeeze-out offer will be announced on or before 2 May 2024. Shareholders who have not yet accepted the Offer will be able to accept the Offer during the simplified squeeze-out period.

 

  1. What were the results of the acceptance periods?
    • During the initial acceptance period, which ended on 21st February 2024, 27,357,807 shares, representing 88.75% of the shares of Intervest, were tendered (including those shares pursuant to irrevocable undertakings to tender which were obtained by the Offeror). Taking into account the shares already owned, TPG will directly own a total of 89.76% of the shares of Intervest.
    • During the subsequent acceptance period, which ended on 28 March 2024, 1,905,579 additional shares were tendered. In addition to the shares already owned by TPG after the initial acceptance period, TPG now indirectly through the Offeror owns 95% of the shares of Intervest. TPG has therefore met the conditions for a simplified squeeze-out offer under Belgian takeover legislation.

 

  1. When is the payment of the Offer price expected?
    • Payment of the offer price for the shares tendered during the subsequent acceptance period will take place on 18 April 2024.
    • The results of the simplified squeeze-out offer will be announced on or before 2 May 2024. Shareholders who have not yet accepted the Offer will be able to accept the Offer during the simplified squeeze-out period.
    • Payment of the offer price for the shares tendered during the acceptance period of the simplified squeeze-out offer will be made on 16 May 2024.
    • Shares not tendered by the end of the simplified squeeze-out period will be deemed to have automatically transferred to the Offeror at the end of the simplified squeeze-out period, with consignation of the funds necessary for the payment of the price for such non-tendered shares for the benefit of the relevant shareholders to the Deposit and Consignation Office (Deposito- en Consignatiekas/Caisse des Dépôts et Consignations). The relevant shareholders will have to request payment of the offer price for their shares at the Deposit and Consignment Office.
    • BNP Paribas Fortis NV/SA acts as the Centralising Receiving Agent in the framework of the Offer. Payment for the dematerialised shares will be processed by Euroclear or the relevant financial intermediary upon receipt of the funds from Centralising Receiving Agent. Payment for the registered shareholders will be wired directly by the Centralising Receiving Agent to the IBAN specified in the acceptance form.

 

  1. Will Intervest remain listed on the stock exchange?
  • On 25 April 2024, at the end of the simplified squeeze-out period, all Intervest shares will be delisted from Euronext Brussels.

 

  1. When do you expect the Offer to close?
    • Following the results of the subsequent acceptance period, TPG re-opened the Offer as a simplified squeeze-out offer with an acceptance period from 4 April 2024 until 25 April 2024. The results of the simplified squeeze-out offer will be announced on or before 2 May 2024. Final settlement will take place on 16 May.