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Information required under
Article 34 of the Royal
Decree of 14.11.2007
1
Capital structure
2
Shares
Number
Capital (in €)
%
Ordinary (COFB)
17,339,423 929,195,482.58 96.19
Preference (COFP1)
395,048
21,170,071.08 2.19
Preference (COFP2)
291,437
15,617,702.15
1.62
TOTAL
18,025,908 965,983,255.79 100.00
The share capital stands at €965,983,255.79 and is divided into
18,025,908 fully paid-up shares, each of which represents an equal
share, of which 17,339,423 ordinary shares without par value, and
686,485 preference shares without par value, that is a series of
395,048 P1 preference shares and a series of 291,437 P2 preference
shares. Each preference share carries a dividend payable by priority
over the dividends payable on the ordinary shares. The gross
annual amount of the priority dividend is €6.37 per preference
share.
Preference shares are convertible into ordinary shares at the option
of their holders exercised in the cases referred to in Article 8.2 of
the Articles of Association. More specifically, preference shares are
convertible into ordinary shares, in one or more tranches, at the
option of their holders exercised in the following cases:
•
during the ten final calendar days of each civil quarter;
•
at any time during a period of one month following the
notification of the implementation of the promise of sale
referred to below; and,
•
in the event of the company being liquidated, during a period
starting two weeks after the publication of the liquidation
decision and ending on the day before the General Meeting
convened to conclude the liquidation process.
Conversion will occur at the rate of one ordinary share for one
preference share. Conversion will be considered to take place with
effect on the date of sending the application for conversion. The
conversion request must be addressed to the company by the
holder of the preference shares by registered post, indicating the
number of preference shares for which conversion is requested.
Before 01.05.2009, the start of the first conversion opportunity,
each holder of preference shares received a letter containing infor-
mation on the procedure to be followed.
The subscription or acquisition of preference shares implies a
commitment to sell such shares to a third party designated by
the company (call option) dating from the 15th year following their
issue, subject to the conditions and in accordance with the proce-
dure defined in Article 8 of the Articles of Association. Finally, the
preference share has priority in the case of liquidation.
On 28.04.2011, the company issued bonds convertible into ordinary
shares of the company, expiring on 28.04.2016. The issue relates
to 1,486,379 convertible bonds with a nominal value of €116.60
representing a total amount of €173,311,791.40. The convertible
bonds enable their holder to receive Cofinimmo ordinary shares at a
ratio of one for one. The exchange parity will be adjusted according
to the anti-dilution provisions customary for this type of issue. The
conversion period is open, at any time, from 08.06.2011 until the first
of the following two dates: (i) seven working days before the matu-
rity date, or (ii) if the bonds have been called for redemption prior to
the maturity date, seven working days before the redemption date.
On 20.06.2013, the company issued bonds convertible into ordinary
shares of the company, expiring on 20.06.2018. The issue relates to
1,764,268 convertible bonds with a nominal value of €108.17 repre-
senting a total amount of €190,840,869.56. The convertible bonds
enable their holder to receive Cofinimmo ordinary shares at a ratio
of one for one. At the time of the conversion, however, the company
will have a choice between providing the new and/or existing
shares, a cash payment, or a combination thereof. The parity of
exchange will be adjusted according to the anti-dilution provisions
customary for this type of issue. The conversion period is open, at
any time, from 20.06.2013 until the first of the following two dates:
(i) seven working days before the maturity date, or (ii) if the bonds
have been called for redemption prior to the maturity date, seven
working days before the redemption date.
A bondholder may exercise his conversion right relating to a
convertible bond by submitting a duly completed notification of
conversion together with the convertible bond to convert. The notifi-
cation form is available from the paying, conversion and domiciliary
agent, i.e. BNP Paribas Securities Services. Each bondholder has
been informed of the procedure in the transaction memo issued
for this purpose. This can be consulted on the company’s website
www.cofinimmo.com.
A total of 3,250,600 bonds convertible into ordinary shares currently
exist, 1,486,332 of which were issued on 28.04.2011 and 1,764,268
issued on 20.06.2013. If all bonds in circulation were converted, it
would create a maximum of 3,250,600 ordinary shares, conferring
the same number of voting rights.
There are no other restrictions on the transfer of securities and the
exercise of the voting right, other than those stipulated in law.
Stock option plan
The members of the Executive Committee and the management
benefit from a stock option plan as explained on page 114 of this
Annual Financial Report. In the event of a merger, (partial) demerger
or division of shares of the company or other similar transactions,
the number of outstanding options at the date of this transaction
and their respective exercise prices may be adapted in line with the
exchange rate applied to the existing company shares. In that case,
the Board of Directors of Cofinimmo will determine the precise con-
ditions for this adaptation. In the event of a change in control, the
accepted options are deemed to be immediately and fully acquired
and become exercisable with immediate effect.
Authorised capital
The Board of Directors is empowered to increase the share
capital in one or more tranches up to a maximum amount of
€799,000,000.00 on the dates and according to the procedures to
be decided by the Board of Directors, in accordance with Article 603
of the Company Code. This authorisation is granted for a period of
five years from 11.04.2011, the date of publication in the annexes of
the Belgian Official Gazette (Moniteur Belge/Belgisch Staatsblad) of
the minutes of the Extraordinary General Shareholders’ Meeting of
29.03.2011. This Meeting expressly authorised the Board of Directors
to carry out one or more capital increases in the event of a take-
over bid, following receipt by the company of the communication
referred to in Article 607 of the Company Code. This authorisation
does not restrict the powers of the Board of Directors to undertake
1
In relation to the obligations of issuers of financial instruments admitted for
trading on a regulated market – see also the Law of 01.04.2007 relating to
takeover bids.
2
As of the publication date of this Annual Financial Report.
111