18/06/2025 14:21
Final results of the capital increase
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INFORMATION REGLEMENTEE

Inside information / Regulated information
18 June 2025 – 14:00 p.m. CEST



This announcement is not for publication, distribution or release in whole or in part, directly or
indirectly, in or into the United States of America (or to US persons (as defined in Regulation S under
the US Securities Act of 1933, as amended), Australia, Canada, Japan, South Africa or any other
country or jurisdiction in violation of the relevant laws of such country or jurisdiction. This
announcement is not a public offer of securities in any jurisdiction other than Belgium. Any persons
reading this announcement should inform themselves of and observe any such restrictions.


TINC NV
a limited liability company under Belgian law
Registered office located at Karel Oomsstraat 37, 2018 Antwerp (Belgium)
Company number 0894.555.972 (LER Antwerp, section Antwerp)
("TINC" or the "Issuer")


Final results of the capital increase


After a successful private placement of the Scrips, existing shareholders and new
investors have fully subscribed for the public offering


Manu Vandenbulcke, CEO, and Filip Audenaert, CFO
"We are pleased with the result of this rights issue and like to thank our existing and new shareholders
for their support and trust. With this fourth capital raising since the IPO in 2015, TINC has raised in
total circa EUR 500 million on Euronext Brussels. Once again we will use these extra funds to invest in
future oriented infrastructure and shape our ambition to double the investment portfolio." – Manu
Vandenbulcke, CEO TINC and Filip Audenaert, CFO TINC

Key points
- On 4 June 2025, TINC launched a public offering to subscribe for a maximum of 12,121,212
New Shares in a share capital increase in cash with non-statutory Preferential Rights for a
maximum amount of EUR 113,212,120.08
- The issue price was set at EUR 9.34 per New Share
- 3 non-statutory Preferential Rights granted its holders the right to subscribe for 1 New Share
- During the Rights Subscription Period, 75.56% of the New Shares (9,158,589 New Shares)
were subscribed for by exercise of non-statutory Preferential Rights
- During the Scrips Private Placement, 24.44% of the New Shares (2,962,623 New Shares)
were subscribed for by exercise of Scrips

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- Principal shareholder Infravest BV subscribed for a total of 4,204,891 New Shares by
exercise of Preferential Rights and Scrips
- The Net Scrips Proceeds of the non-exercised non-statutory Preferential Rights (which were
converted into Scrips), amount to EUR 0.15 per coupon no. 22
- Realisation of the capital increase, payment of the subscription price and delivery of the
New Shares is expected 20 June 2025
- Delivery of the New Shares and admission to trading of the New Shares on Euronext Brussels
is expected on 20 June 2025
- The trading of the Issuer's Shares will resume after publication of this press release

Note: Unless otherwise stated in this announcement, the capitalised terms in this announcement shall have the meaning defined in the
Information Document prepared with respect to the Offering.


An Investment in the Issuer's Shares (including the New Shares), the Preferential Rights and/or
the Scrips involves substantial risks and uncertainties and the investors could lose all or part of
their investment. Prospective investors must be able to bear the economic risk of an investment
in the Issuer's Shares (including the New Shares), the Preferential Rights and/or the Scrips and
should be able to sustain a total or partial loss of their investment. Prospective investors are
advised to carefully consider the information contained in the information document referred to
below (the "Information Document") (and the documents referred to therein) and, in particular
the section 8 "Risk Factors" of the Information Document, before investing in the Issuer's Shares
(including the New Shares), the Preferential Rights and/or the Scrips. Each decision to invest in
the Issuer's Shares (including the New Shares), the Preferential Rights and/or the Scrips must be
based on all information provided in the Information Document (and the documents referred to
therein).

TINC announces that following the public offering to subscribe for a maximum of 12,121,212 new
shares (the "New Shares") against an issue price of EUR 9.34 per New Share, as part of its capital
increase in cash with non-statutory preferential subscription rights (the "Preferential Rights") (such
public offering, the "Rights Offering") and the successful private placement of the scrips (the "Scrips")
to qualified investors (as further described below, the "Scrips Private Placement" and together with
the Rights Offering, the "Offering"), the existing shareholders and new investors have fully subscribed
the Offering.

Today, 18 June 2025, 8,887,869 non-exercised Preferential Rights in the form of Scrips were offered
for sale by the Underwriters in a private placement with qualified investors in Belgium and by way of
a private placement exempt from prospectus requirement or similar formality in such other
jurisdictions as was determined by the Issuer in consultation with the Joint Global Coordinators
(outside the United States in reliance on Regulation S under the Securities Act (as defined below) to


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qualified investors (organised by way of an accelerated bookbuilding procedure in order to determine
a single market price per Scrip). The investors who have purchased these Scrips have irrevocably
committed themselves to exercise the Scrips and to subscribe to one (1) New Share for three (3)
Preferential Rights in the form of Scrips at the subscription price of EUR 9.34 per New Share.

Pursuant to the commitment described in the Information Document, the Issuer's principal
shareholder Infravest BV subscribed for a total of 4,204,891 New Shares by exercise of Preferential
Rights and Scrips.

Following the Offering, 100% of the New Shares have been subscribed for (of which 75.56% in the
Rights Offering and 24.44% in the Scrips Private Placement), and as a result, 12,121,212 New Shares
will be issued in the framework of the share capital increase. The gross proceeds of the Offering thus
amount to the envisaged maximum amount of EUR 113,212,120.08.

Based on the results of the Scrips Private Placement, the net proceeds of the sale of the Scrips (after
deduction of certain costs) (the "Net Scrips Proceeds") to which the holders of non-exercised
Preferential Rights are entitled, amount to EUR 0.15 per coupon no. 22, whereby the total amount per
holder of non-exercised Preferential Rights has been rounded down to two decimal places. This
amount shall in principle be available and paid out as of 23 June 2025.

Payment of the subscription price of the New Shares, the realisation of the capital increase and the
listing of the New Shares on Euronext Brussels is expected to take place on 20 June 2025. After this
transaction, the number of issued Shares in the Issuer will increase from 36,363,637 to 48,484,849.
The New Shares are expected to become tradeable on the regulated market of Euronext Brussels on
20 June 2025.

The trading of the Issuer's Shares will resume after publication of this press release. For more
information, reference is made to the Information Document that has been prepared in English and
translated into Dutch, and that can be accessed, subject to country restrictions, via the following link:
https://www.tincinvest.com/capital-increase. The English version of the Information Document was
filed with the FSMA on 4 June 2025 (before market opening). Subject to certain conditions, the
Information Document is also available, on the websites of KBC Securities NV (www.kbc.be/tinc),
Belfius Bank SA/NV (www.belfius.be/TINC2025) ABN AMRO Bank N.V.
(www.abnamromeespierson.be), and Bank Degroof Petercam SA/NV
(http://www.degroofpetercam.com/en-be/tinc-2025). The Information Document does not
constitute a prospectus within the meaning of the Prospectus Regulation, and has not been subject to
the scrutiny and approval of the FSMA, as competent authority in accordance with article 20 of the
Prospectus Regulation. Any filing of the Information Document with the FSMA cannot be considered
as an endorsement of the New Shares, the Preferential Rights and/or the Scrips.




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Syndicate

KBC Securities NV and Belfius Bank SA/NV in cooperation with Kepler Cheuvreux S.A. acted as joint
global coordinators in this transaction. KBC Securities NV, Belfius Bank SA/NV in cooperation with
Kepler Cheuvreux S.A., ABN AMRO Bank N.V. in cooperation with ODDO BHF SCA, and Bank Degroof
Petercam SA/NV acted as joint bookrunners and underwriters.

Caution regarding projections

All statements in this announcement and the Information Document (and the documents referred to
therein) that do not relate to historical facts and events are "forward-looking statements". In some
cases, these forward-looking statements can be identified by the use of forward-looking terminology,
including the words "believes", "estimates", "anticipates", "expects", "intends", "may", "will", "plans",
"continue", "ongoing", "potential", "predict", "project", "target", "seek" or "should" or, in each case,
their negative or other variations or comparable terminology or by discussions of strategies, plans,
objectives, targets, goals, future events or intentions. These forward-looking statements appear in a
number of places throughout this announcement and the Information Document (and the documents
referred to therein). Forward-looking statements include statements regarding TINC's intentions,
beliefs or current expectations concerning, among other things, its results of operations, prospects,
growth, strategies and dividend policy and the industry in which TINC operates. By their nature,
forward-looking statements involve known and unknown risks and uncertainties because they relate
to events and depend on circumstances that may or may not occur in the future. Forward-looking
statements are not guarantees of future performance. Prospective investors in the Shares should not
place undue reliance on these forward-looking statements. Any forward-looking statements are made
only as of the date of the Information Document (and the documents referred to therein) and, without
prejudice to the Issuer's obligations under applicable law in relation to disclosure and ongoing
information, the Issuer does not intend, and does not assume any obligation, to update forward-
looking statements set forth in the Information Document. Many factors may cause TINC's results of
operations, financial condition, liquidity and the development of the industries in which TINC operates
to differ materially from those expressed or implied by the forward-looking statements contained in
the Information Document (and the documents referred to therein). Such risks and others described in
the Section 8 and in the 2024 Annual Report above not exhaustive. New risks can emerge from time to
time, and it is not possible for TINC to predict all such risks, nor can TINC assess the impact of all such
risks on its business or the extent to which any risks, or combination of risks and other factors, may
cause actual results to differ materially from those contained in any forward-looking statements. Given
these risks and uncertainties, investors should not rely on forward-looking statements as a prediction
of actual results.




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IMPORTANT INFORMATION

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (OR TO US PERSONS
(AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED), AUSTRALIA,
CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER COUNTRY OR JURISDICTION IN VIOLATION OF THE
RELEVANT LAWS OF SUCH COUNTRY OR JURISDICTION. THIS ANNOUNCEMENT IS NOT A PUBLIC
OFFER OF SECURITIES IN ANY JURISDICTION OTHER THAN BELGIUM. ANY PERSONS READING THIS
ANNOUNCEMENT SHOULD INFORM THEMSELVES OF AND OBSERVE ANY SUCH RESTRICTIONS.

This announcement is not a prospectus for the purposes of the Prospectus Regulation, the
Prospectus Regulation as it forms part of UK domestic law by virtue of the UK European Union
(Withdrawal) Act 2018, as amended from time to time (the "UK Prospectus Regulation"), or the
FinSa (as defined below). Furthermore, this announcement does not constitute a document within
the meaning of sub-paragraph (db)(iii) and the penultimate paragraph of article 1(4), and sub-
paragraph (ba)(iii) and the penultimate paragraph of article 1(5), and Annex IX of the Prospectus
Regulation.

The New Shares, the Preferential Rights and/or the Scrips have not been and will not be registered
under the US Securities Act of 1933, as amended from time to time (the "Securities Act"), or with
any securities regulatory authority of any state or other jurisdiction of the United States. The New
Shares, the Preferential Rights and/or the Scrips are offered and sold outside the United States in
reliance on Regulation S ("Regulation S") under the Securities Act and, unless the New Shares, the
Preferential Rights and/or the Scrips are registered under the Securities Act or an exemption from
the registration requirements of the Securities Act is available, may not be offered, sold or delivered
within the United States (as that term is defined in Regulation S). None of the Shares, Preferential
Rights or Scrips have been approved or disapproved by the US Securities and Exchange Commission
or any securities commission or authority of any state or other jurisdiction in the United States, and
no such commission or authority has passed upon the adequacy of the Information Document. Any
representation to the contrary is a criminal offense in the United States.

The Issuer has not authorised any offer of the New Shares, the Preferential Rights and/or the Scrips
to the public in any member state of the European Economic Area ("EEA") or elsewhere, other than
Belgium. The distribution of this announcement and the Information Document and the offering
and delivery of securities in certain jurisdictions may be restricted by law. Persons who come into
possession of this announcement and the Information Document are required to inform themselves
about and observe any such restrictions. The Issuer disclaims all responsibility for any violation of
such restrictions by any person.

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In addition to the public in Belgium, this communication is only addressed to and directed at persons
in member states of the European Economic Area (each a "Member State") and in the United
Kingdom who are "qualified investors" within the meaning of Article 2(e) of the Prospectus
Regulation and of the UK Prospectus Regulation, respectively ("Qualified Investors"). In addition, in
the United Kingdom, this communication is only being distributed to and is only directed at (i)
persons who are outside the United Kingdom or (ii) investment professionals falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")
or (iii) high net worth companies, and other persons to whom it may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as
"relevant persons").

The Issuer has not made and will not make an offer of its securities to the public in Switzerland
except that it may make an offer of securities to professional investors in Switzerland in accordance
with and under the exemption of article 36(1)(a) of the Swiss Financial Services Act ("FinSA"). No
application has been or will be made to admit the securities of the Issuer to trading on any trading
venue (exchange or multilateral trading facility) in Switzerland. Neither this media release nor any
of the other offering or marketing materials relating to the securities of the Issuer constitute a
prospectus or a similar communication as such terms are understood pursuant to articles 35 et seqq.
and article 69 of the FinSA.

The New Shares, the Preferential Rights and/or the Scrips referred to herein are only available to,
and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities
will be engaged in only with, relevant persons. Any person who is not a relevant person should not
act or rely on this announcement or the Information Document or any of its contents. The Issuer is
not liable if the aforementioned restrictions are not complied with by any person.

Neither the Issuer, the Underwriters, nor any of their representatives are making any representation
to any investor regarding the legality of an investment in the Shares (including the New Shares), the
Preferential Rights or the Scrips by such investor under the laws applicable to such investor. Each
investor should consult with his, her or its own advisors as to the legal, tax, business, financial and
other aspects of an investment in the Shares (including the New Shares), the Preferential Rights or
the Scrips in his or her country of residence arising from the acquisition, holding or disposal of the
Shares (including the New Shares), the Preferential Rights or the Scrips.

None of the Underwriters, nor any of their affiliates or any of their respective directors, officers,
employees, advisers or agents, accept any responsibility or liability whatsoever for or make any
representation or warranty, express or implied, as to, or assumes any responsibility for, the accuracy

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or completeness or verification of the information in this announcement, the Information
Document (and/or any documents referred to therein), and nothing in this announcement, the
Information Document (and/or any documents referred to therein) is, or shall be relied upon as, a
promise or representation by the Underwriters, whether as to the past or the future. Accordingly,
the Underwriters disclaim, to the fullest extent permitted by applicable law, any and all liability,
whether arising in tort, contract or otherwise, in respect of this announcement, the Information
Document (and/or any documents referred to therein) or any such statement.

The Underwriters are acting for the Issuer and no one else in relation to the intended Offering, and
will not be responsible to anyone other than the Issuer for providing the protections offered to their
clients nor for providing advice in relation to the intended Offering.

The date of completion of Offering may be influenced by things such as market conditions. There is
no guarantee that such completion will occur and a potential investor should not base their financial
decisions on the Issuer's intentions in relation to such completion at this stage.

Investors should not subscribe for any securities referred to in this announcement, nor should they
acquire such securities, except on the basis of the information included in the Information
Document (and/or any documents referred to therein).

Investors must assess, with their own advisers if necessary, whether the New Shares, the
Preferential Rights and/or the Scrips are a suitable investment for them, considering their personal
income and financial situation. In case of any doubt about the risks involved in investing in the New
Shares, the Preferential Rights and/or the Scrips, investors should abstain from investing in the
Shares. In making an investment decision, investors must rely on their own assessment,
examination, analysis and enquiry of the Issuer, the terms of the Offering and the admission to
listing and trading on the regulated market of Euronext Brussels of the Preferential Rights and the
New Shares, and the contents of the Information Document (and the documents referred to
therein), including the merits and risks involved. Any purchase of New Shares, the Preferential
Rights and/or the Scrips should be based on the assessments that an investor may deem necessary
and including possible tax consequences that may apply, before deciding whether or not to invest
in the New Shares, the Preferential Rights and/or the Scrips. In addition to their own assessment of
the Issuer and the terms of the Offering and the admission to listing and trading on the regulated
market of Euronext Brussels of the Preferential Rights, investors should rely only on the information
contained in the Information Document, including the risk factors described herein. The Issuer, or
any of its respective representatives, is not making any representation to any purchaser of Securities
regarding the legality of an investment in the New Shares, the Preferential Rights and/or the Scrips
by such purchaser under the laws applicable to such purchaser. Each investor should consult with

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its own advisers as to the legal, tax, business, financial and related aspects of a purchase of the New
Shares, the Preferential Rights and/or the Scrips.

Neither the delivery of the Information Document nor any sale of New Shares, the Preferential
Rights and/or the Scrips made at any time after the date hereof shall, under any circumstances,
create any implication that there has been no change in the Issuer's affairs since the date hereof or
that the information set forth in the Information Document is correct as of any time since such date.

Information to Distributors:
The Underwriters have informed the Issuer that the following information is intended for
distributors only. The information is provided by the Underwriters, and the Issuer does not assume
responsibility for it. Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended from time to
time ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product
Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract
or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the offered securities have been subject
to a product approval process, which has determined that the offered securities are: (i) compatible
with an end target market of retail investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the
offered securities may decline and investors could lose all or part of their investment; the offered
securities offer no guaranteed income and no capital protection; and an investment in the offered
securities is compatible only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation
to the Offering.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment
of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other action whatsoever with
respect to the offered securities.
Each distributor is responsible for undertaking its own target market assessment in respect of the
offered securities and determining appropriate distribution channels.

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The Underwriters are acting exclusively for the Issuer and no one else in connection with the
Offering. In connection with such matters, it, its affiliates and its respective directors, officers,
employees and agents will not regard any other person as its client, nor will it be responsible to any
other person for providing the protections afforded to its clients or for providing advice in relation
to the Offering or any other matters referred to in this announcement.


Contact
Manu Vandenbulcke, CEO
T +32 3 290 21 73 – manu.vandenbulcke@tincinvest.com
Bruno Laforce, Company Secretary
T +32 3 290 21 73 – bruno.laforce@tincinvest.com


About TINC
TINC is a listed investment company that seeks to create sustainable value by investing in the
infrastructure for the world of tomorrow. TINC participates in companies that are active in the
realization and operation of infrastructure and holds a diversified portfolio of participations in focus
areas such as public infrastructure, energy infrastructure, digital infrastructure and social
infrastructure in Belgium, France, Ireland and the Netherlands.

For more information please visit www.tincinvest.com.




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