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VGP NV Successfully Prices Accelerated Bookbuild Offering for €300 Million

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


24 November 2021, 8.00pm, Antwerp, Belgium: VGP NV (‘VGP’ or the ‘Company’), a European provider of high-quality logistics and semi-industrial real estate, announces that it successfully priced today an offering of €300 million in gross proceeds by means of a private placement of new ordinary shares via an accelerated bookbuild offering to international institutional investors (the ‘Capital Increase’). The Capital Increase consists of 1,250,000 new shares (approximately 6.1% of the Company's outstanding shares on completion of the offering) at an issue price of €240 per share, representing a discount of 9.1% compared to the last traded price of the Company’s share on 24 November 2021 of €264.00 and a premium of 3.0% compared to the last traded price of the Company’s share prior to the 10-month trading update as published before market open on 19 November 2021.

VGP will use the net proceeds from the Capital Increase primarily to increase its financial purchasing power and strengthen its shareholders’ equity in order to finance the investment pipeline and to be able to capitalize on additional investment opportunities

VGP’s Chief Executive Officer, Mr. Jan Van Geet, said “We are very pleased to announce the successful completion of this equity raising which met with strong demand from both local and international investors. This exercise has provided us with additional resources to pursue our strategy of capturing investment opportunities and will ensure we can deliver on our significant pre-committed pipeline. We are grateful for the ongoing support by existing and new investors.

J.P. Morgan AG and KBC Securities SA/NV acted as Joint Global Coordinators and Joint Bookrunners of the Capital Increase, with BNP Paribas Fortis SA/NV and Belfius Bank SA/NV in cooperation with Kepler Cheuvreux SA acting as Joint Bookrunners (altogether referred to as the ‘Syndicate Banks’).

VGP has agreed, subject to customary exceptions, that it will not, for a period of 180 days from the Closing Date, without the prior written consent of the Joint Global Coordinators, acting on behalf of the Syndicate Banks, issue, offer or sell any Shares of the Company or any securities convertible into Shares of the Company, or file any registration statement under the U.S. Securities Act or any similar document with any other securities regulator, stock exchange or listing authority with respect to any of the foregoing.

The payment and delivery of the new shares is expected to take place on or about Monday 29 November 2021 (the ‘Closing Date’), and an application will be made to admit the new shares to trading on the regulated market of Euronext Brussels at the same time. The new shares will be issued in accordance with Belgian law and are ordinary shares that represent the capital of the Company, in the same form as the existing ordinary shares. They shall confer the same rights as the existing ordinary shares. The new shares will be entitled to dividends from the moment of admission.

As a result of the issuance of the new shares, the Company's outstanding shares will increase from 20,583,050 to 21,833,050 ordinary shares.

CONTACT DETAILS FOR INVESTORS AND MEDIA ENQUIRIES

Martijn Vlutters
(VP – Business Development & Investor Relations)

Tel: +32 (0)3 289 1433

Petra Vanclova
(External Communications)

Tel: +42 0 602 262 107

Anette Nachbar
Brunswick Group

Tel: +49 152 288 10363

ABOUT VGP

VGP is a pan-European developer, manager and owner of high-quality logistics and semi-industrial real estate. VGP operates a fully integrated business model with capabilities and longstanding expertise across the value chain. The company has a development land bank (owned or committed) of 10.49 million m² and the strategic focus is on the development of business parks. Founded in 1998 as a Belgian family-owned real estate developer in the Czech Republic, VGP with a staff of circa 350 employees owns and operates assets in 12 European countries directly and through several 50:50 joint ventures. As of June 2021, the Gross Asset Value of VGP, including the joint ventures at 100%, amounted to € 4.48 billion and the company had a Net Asset Value (EPRA NTA) of € 1.51 billion. VGP is listed on Euronext Brussels (ISIN: BE0003878957).

For more information, please visit: http://www.vgpparks.eu

DISCLAIMER

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

This announcement is not for distribution, directly or indirectly in the United States of America, Canada, Australia, South Africa or Japan, or any other jurisdiction where distribution would not be permitted by law. The information contained herein does not constitute an offer of securities for sale in the United States of America, Australia, Canada, Japan, South Africa or Switzerland.

This announcement does not constitute an offer of securities in the United States of America, or a solicitation to purchase securities in the United States of America. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or under the securities law of any state or jurisdiction in the United States of America and may not be offered, sold, resold, transferred or delivered, directly or indirectly within the United States of America except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or jurisdiction of the United States of America. The company has not registered, and does not intend to register, any portion of the offering in the United States of America. There will be no public offer of securities in the United States of America.

In a Member State of the European Economic Area an offer of securities to which this communication relates is only addressed to and is only directed at qualified investors in that Member State and the United Kingdom within the meaning 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, and any implementing measure in each relevant Member State of the EEA.

In the United Kingdom an offer of securities to which this communication relates is only addressed to and is only directed at and any investment or investment activity to which this information relates is available only to, and will be engaged in only with, (i) persons having 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, as amended (the “Order”), (ii) “high net worth companies, unincorporated associations, etc”. falling within Article 49(2)(a) to (d) of the Order, and (iii) any other person to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). Persons who are not Relevant Persons should not take any action on the basis of this information and should not act or rely on it.

In relation to Switzerland, this announcement is only addressed to, and is only directed at, investors that qualify as “professional clients” within the meaning of the FinSA.

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