Notice of Change of Control

    Notice of Change of Control 

Banimmo SA/NVBoulevard Bischoffsheim 331000 Brussels (Belgium)RLE Brussels 0888.061.724

EUR 44,000,000 4.25 per cent. fixed rated bonds due 19 February 2020 (ISIN Code: BE0002222884) (the “Bonds”) issued by Banimmo SA/NV (the “Issuer”)

Notice of Change of Control

Capitalised terms not defined herein shall have the same meaning ascribed to them in the terms and conditions of the Bonds.

For the purpose of Condition 8 of the Terms & Conditions of the Bonds (Change of Control), notice is hereby given that on 12 November 2018, Patronale Life NV acquired 60.13 % of the shares of the Issuer following an unconditional voluntary public offer in cash on all the shares of the Issuer for a price of 3.30 EUR per share. This qualifies as a Change of Control.

Further to this Change of Control, each Bondholder has the right to require the Issuer to repurchase all or any part of such Bondholder’s Bonds within 15 days as from the publication of the present notice (the “Put Option”). The date of publication of the present notice is 9 January 2019 and the date of expiry of the 15 day period is 24 January 2019.

The Put Option shall be validly exercised only if the Bondholder sends to the Issuer (with a copy to ING as Paying Agent), prior to the expiry of such 15 day-period, a registered letter in the form attached to the Terms & Conditions of the Bonds. Such form is available from the Issuer or the Paying Agent.

In case of exercise of the Put Option within the 15 day-period, each Bond subject to the Put Option shall be reimbursed at its Nominal Value together with accrued interests, without any further notice other than the registered letter sent to the Issuer, at the latest on 9 April 2019.

Contact:

Banimmo                     Patrick Mertens                        Philippe OpsomerLenneke Marelaan 8       CEO                                         CFO1932 Zaventem              [e-mail]    [e-mail]. : [phone] www.banimmo.be                     

Pièce jointe

• Notice to the Bondholders