<img src="https://ml-eu.globenewswire.com/Resource/Download/6e6a53c5-ddf3-42ae-8544-ad07d4d2e9fc?size=2" nborder="0" align="left" hspace="5" vspace="5" title="LogoAscencio20YO_ok (002).png" alt="Ascencio SA"/>Acquisition of the "Espace Shopping Hydrion" retail park Ascencio acquires today 100% of the shares in Arlimmo SA, the full owner of the "Espace Shopping Hydrion" retail park in Arlon, a leading retail asset centrally-located in a dynamic cross-border area. Covering an area of 33,000 m², the site is home to some forty well-known national and international retailers (Action, HEMA, Carrefour Market, Basic Fit, etc.) and boasts a 100% occupancy rate, generating annual rental income of around EUR 4.5 million. Ideally located in the heart of the "golden triangle" of Belgium, France and Luxembourg, Espace Shopping Hydrion benefits from excellent accessibility and a large high-spending catchment area, making it a key retail centre in the region. Operating for more than 20 years and with a solid track record from the outset, the asset is a perfect fit for Ascencio's strategy of selective investment in assets with proven resilience. Integrating this retail park into Ascencio's portfolio adds a further solid source of recurring income and further increases the portfolio's occupancy rate as well as the diversification of its tenants. This acquisition, based on a property valuation of €64.9 million, is being largely financed through the use of existing bank credit lines, supplemented by the issuance of additional equity as announced below. Vincent H. Querton, CEO: “The Espace Shopping Hydrion is the perfect embodiment of Ascencio's strategy of investing in accessible, high-performance, useful retail outlets that create value for our retailers and are close to consumers' everyday lives. In our 20th anniversary year, this acquisition reflects our energy and passion.” Launch of a capital increase via Accelerated Bookbuilding To support this property acquisition while maintaining a solid financial structure, Ascencio announces the launch of a capital increase. Summary of the transaction <ul><li style="margin-top:0cm; margin-bottom:1pt;">Capital increase of €15 million via accelerated bookbuilding (ABB);</li><li style="margin-top:0cm; margin-bottom:1pt;">The proceeds of the ABB will be used to part-finance the acquisition of the Espace Shopping Hydrion;</li><li style="margin-top:0cm; margin-bottom:1pt; text-align:justify;">The main reference shareholders, i.e. Mr. Carl Mestdagh, Patronale Life SA and Belfius Insurance SA fully support the transaction; </li><li style="margin-top:0cm; margin-bottom:1pt; text-align:justify;">The newly-created shares will confer a right to participate in profits as from 01/10/2025 (no detachment of the dividend coupon);</li><li style="margin-top:0cm; margin-bottom:1pt;">This transaction confirms Ascencio's solid momentum and resilience;</li><li style="margin-top:0cm; margin-bottom:1pt;">Belfius, in collaboration with Kepler Cheuvreux and KBC Securities, acted as Joint Global Coordinators and Joint Bookrunners.</li></ul> <ol><li style="margin-top:0cm; margin-bottom:8pt;">Capital increase via accelerated bookbuilding</li></ol> Ascencio is launching a capital increase in cash within the limits of the authorised capital, with waiver of the preferential right of the existing shareholders partially in favour of the main reference shareholders (see point 6 below), for a maximum amount of €15 million. The capital increase will take the form of a private placement via accelerated bookbuilding (“ABB”) primarily with qualified investors. The aim is to partially finance the announced acquisition while keeping the debt ratio under control. <ol><li style="margin-top:0cm; margin-bottom:8pt;" value="2">ABB</li></ol> The ABB will commence immediately after publication of this press release. Ascencio has therefore requested the suspension of the listing of its shares on the regulated Euronext Brussels market until publication of the results of the ABB. Subject to any acceleration or extension of the process, the results of the ABB are expected to be published on or around 10 June 2026. <ol><li style="margin-top:0cm; margin-bottom:8pt;" value="3">Purpose and use of the product </li></ol> The net proceeds of the capital increase will be exclusively reserved for the partial financing of the acquisition. After the transaction, the debt ratio (“EPRA LTV”) is expected to be between 46% and 47%, a comfortable level that will enable the Company to maintain a good solvency ratio. Subject to the final parameters of the capital increase, the acquisition, the balance of which will be financed by the use of existing credit lines, will generate an estimated increase in EPRA Earnings of around €0.06 per share on an annual basis. <ol><li style="margin-top:0cm; margin-bottom:8pt;" value="4">Financing strategy</li></ol> The financing structure for this property transaction is designed to ensure an optimum balance between creating accretive value for EPRA Earnings and maintaining a controlled debt ratio. In addition to the capital increase, the Company has also strengthened its financing structure by <ul><li style="margin-top:0cm; margin-bottom:2.4pt; text-align:justify;">concluding 2 new bank credit lines totalling €20 million;</li><li style="margin-top:0cm; margin-bottom:2.4pt; text-align:justify;">renewing 2 expiring credit lines for a total increased amount of €30 million.  </li></ul> The Company is also continuing to work on other financing opportunities, particularly in the form of bonds, with the aim of rebuilding its liquidity over the long term. <ol><li style="margin-top:0cm; margin-bottom:8pt;" value="5">Structure of the capital increase</li></ol> The Capital Increase will be carried out via an exempt private placement under an accelerated bookbuilding procedure outside the United States of America, on the basis of Regulation S of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act"): <ol><li style="margin-top:0cm; margin-bottom:2.4pt; text-align:justify;">in the European Economic Area ("the EEA"), (i) to qualified investors (as defined in Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC, as amended (the "Prospectus Regulation")) and in accordance with the prospectus exemption set out in Article 1(4)(a) of the Prospectus Regulation or to (ii) natural or legal persons, other than "qualified investors", for a total amount of at least €100,000 per investor in accordance with the prospectus exemption set out in Article 1(4)(d) of the Prospectus Regulation; </li><li style="margin-top:0cm; margin-bottom:2.4pt; text-align:justify;" value="2">in the United Kingdom, to "qualified investors" as defined in Article 2(e) of the Prospectus Regulations as amended and transposed into UK law by the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020 (the "UK Prospectus Regulation") who are also (x) persons with professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, tel  amended (the "Order"), or (y) "high net worth companies, unincorporated associations, etc." within the meaning of Article 49(2)(a) to (d) of the Order, or (z) persons to whom offers of new shares may otherwise lawfully be communicated and who may lawfully participate in the Capital Increase; and</li><li style="margin-top:0cm; margin-bottom:2.4pt; text-align:justify;" value="3">in Switzerland, to investors qualified as "professional clients" in accordance with Article 4 juncto 36 of the Swiss Federal Law on Financial Services ("Finanzdienstleistungsgesetz") of 15 June 2018, as amended ("LSFin").</li></ol> The Capital Increase relating to the ABB will take place within the limits of the Company's authorised capital, which allows the Company to increase its share capital by up to 10% by means of cash contributions without the possibility of the Company's shareholders exercising preferential or irreducible allocation rights. Preferential rights may be removed in this context, even in favour of specific persons other than members of staff of the Company or of one of its subsidiaries (in compliance with the SIR Act and under the conditions set out in Articles 7.1 and 8 of the Articles of Association). <ol><li style="margin-top:0cm; margin-bottom:8pt;" value="6">Main reference shareholders</li></ol> Mr. Carl Mestdagh (founder), Patronale Life SA and Belfius Insurance SA, holding respectively, directly and/or indirectly, 6.4%, 5.3% and 3.7% of the Company’s capital (together, the "main reference shareholders"), fully support the transaction and have committed to subscribe to new shares as part of the private placement, with a guaranteed allocation corresponding to their respective subscription commitments: (i) Carl Mestdagh has committed to subscribe in proportion to his current shareholding in the Company (420,647 shares, i.e. approximately 6.38% of the capital); (ii) Patronale Life SA has committed to subscribe to 50,000 new shares; and (iii) Belfius Insurance SA has committed to subscribe to new shares for an amount of €5,000,000. Carl Mestdagh's subscription commitment is not subject to any price conditions. The subscription commitments of Patronale Life SA and Belfius Insurance SA are, for their part,  subject to certain price conditions. In all cases, the final issue price will be the same for all subscribers, including the main reference shareholders.  Their participation demonstrates their confidence in Ascencio, its strategy and its future prospects. In view of Carl Mestdagh's status as a related party within the meaning of Article 7:97 of the Companies and Associations Code, the procedure provided for in that article was applied in respect of the guaranteed allocation granted to him. A committee of independent directors has given a positive opinion in this regard. More detailed information on this matter can be found at the end of this press release. <ol><li style="margin-top:0cm; margin-bottom:8pt;" value="7">Final issue price and final number of new shares</li></ol> The final issue price and the final number of new shares to be issued will be determined by Ascencio’s Board of Directors, in consultation with the Joint Global Coordinators and Joint Bookrunners, following the accelerated order book building process. <ol><li style="margin-top:0cm; margin-bottom:8pt;" value="8">New shares</li></ol> The new shares will be issued in accordance with Belgian law and are ordinary shares representing capital, fully paid up, with voting rights and no par value. They confer the same rights as existing shares. The Company will submit a request to Euronext Brussels for admission to trading of the new shares to be issued following the capital increase. The new shares are expected to be admitted to trading on the regulated market of Euronext Brussels immediately following their issue, which is expected to take place on or around 12 June. The new shares will have the ISIN code BE0003856730, i.e. the same code as the existing shares. <ol><li style="margin-top:0cm; margin-bottom:8pt;" value="9">Dividend</li></ol> The new shares will be issued with coupon no. 24 and confer a right to participate in profits as from 1 October 2025. <ol><li style="margin-top:0cm; margin-bottom:8pt;" value="10">Standstill and Lock-up</li></ol> Under the terms of the ABB, Ascencio has undertaken to comply with a standstill period of 90 days from the issue of the new shares, subject to the usual exemptions. The standstill period can only be waived with the consent of the Joint Global Coordinators. The main reference shareholders have subscribed to a 90-day lock-up period from the issue of the new shares, subject to the usual exemptions. The lock-up period can only be waived with the consent of the Joint Global Coordinators. <ol><li style="margin-top:0cm; margin-bottom:8pt;" value="11">Syndicate</li></ol> Belfius Bank NV/SA, in collaboration with Kepler Cheuvreux S.A. and KBC Securities NV, acted as Joint Global Coordinator and Joint Bookrunner for the ABB. <ol><li style="margin-top:0cm; margin-bottom:0cm;" value="12">Indicative timetable</li></ol> <table style="border-collapse: collapse; width:18cm; border-collapse:collapse ;"><tr><td style="width:14cm;;border-top: solid black 1pt ; border-right: solid black 1pt ; border-bottom: solid black 1pt ; ">Launch of ABB and suspension of share listing</td><td style="width:4cm;;text-align: center ; vertical-align: middle; border-top: solid black 1pt ; border-bottom: solid black 1pt ; ">10 June 2026</td></tr><tr><td style="width:14cm;;border-right: solid black 1pt ; border-bottom: solid black 1pt ; ">End of ABB</td><td style="width:4cm;;text-align: center ; vertical-align: middle; border-bottom: solid black 1pt ; ">10 June 2026</td></tr><tr><td style="width:14cm;;border-right: solid black 1pt ; border-bottom: solid black 1pt ; ">Publication of ABB results and resumption of share listing (subject to acceleration/extension)</td><td style="width:4cm;;text-align: center ; vertical-align: middle; border-bottom: solid black 1pt ; ">10 June 2026</td></tr><tr><td style="width:14cm;;border-right: solid black 1pt ; border-bottom: solid black 1pt ; ">Definitive allocation of the new shares</td><td style="width:4cm;;text-align: center ; vertical-align: middle; border-bottom: solid black 1pt ; ">10 June 2026</td></tr><tr><td style="width:14cm;;border-right: solid black 1pt ; border-bottom: solid black 1pt ; ">Payment for new shares</td><td style="width:4cm;;text-align: center ; vertical-align: middle; border-bottom: solid black 1pt ; ">12 June 2026</td></tr><tr><td style="width:14cm;;text-align: justify ; vertical-align: middle; border-right: solid black 1pt ; border-bottom: solid black 1pt ; text-align: justify ; vertical-align: middle; ">Recording of the completion of the capital increase and delivery of the new shares to the investors</td><td style="width:4cm;;text-align: center ; vertical-align: middle; border-bottom: solid black 1pt ; ">12 June 2026</td></tr><tr><td style="width:14cm;;border-right: solid black 1pt ; border-bottom: solid black 1pt ; ">Admission to trading of the new shares on the regulated market of Euronext Brussels</td><td style="width:4cm;;text-align: center ; vertical-align: middle; border-bottom: solid black 1pt ; ">12 June 2026</td></tr></table> With this transaction, Ascencio has confirmed its ability to identify and execute value-creating opportunities, while maintaining strict financial discipline and a controlled growth strategy. 
 Attachment

<ul id="gnw_attachments_section-items">
 <li>
 <a target="_blank" href="https://www.globenewswire.com/Tracker?data=6nP9valcNJh7G_O37ZUMqUvpWP9jj-tr4rB9Hs7PquirakW8Kq8f75HWMPWWFdeIT6Bhc6So-fYubndYmblRsCenGI-w8GzwFRAxs-FGiNKbf7qJpfWJT4WQepEMxsOZDUXl1K9dLENx1swONI6sxETPgkTbAhxVsLaPJ7-sy6Xh2unRrSPmvoP7UFLEer7C6kYtmAQmif9h_2PrtUwEHA==" title="Press release - Acquisition - ABB - EN" rel="nofollow">Press release - Acquisition - ABB - EN</a>
 </li>
 </ul>
 <img alt="" src='https://ml-eu.globenewswire.com/media/NDdkYWE2ZDQtYTU2OC00MTBhLWIyNGUtMjA1MjEzNmZkZGQ3LTEwMTM5NDYtMjAyNi0wNi0xMC1lbg==/tiny/Ascencio-SA.png' referrerpolicy='no-referrer-when-downgrade' />

GlobeNewswire Inc.

Ascencio continues its growth with the acquisition of “Espace Shopping Hydrion” in Arlon (Belgium)  &  the launch of a capital increase via  accelerated bookbuilding

Latest news from the world of business and finance – both local and global

MONEY FM 89.3 is Singapore's first and only Business and Personal Finance station, featuring local and international business and financial news.

MONEY FM 89.3

Discover newsletters from our DJs on LinkedIn