5. MARCOS DE REFERENCIA
5.2 MARCO TEÓRICO Y CONCEPTUAL
5.2.1 ANTECEDENTES DEL DESPLAZAMIENTO EN COLOMBIA
The Offering consists of an offering by the Company of up to 2,303,030 Offer Shares and the Selling Shareholder of up to 9,900,000 Offer Shares. The Offer Shares are being (i) sold in the United States to ‘‘qualified institutional buyers’’ or ‘‘QIBs’’ (as defined in Rule 144A) in reliance on Rule 144A and (ii) offered and sold to institutional investors in various jurisdictions outside the United States in offshore transactions in compliance with Regulation S. The Offering is made only in those jurisdictions where, and only to those persons to whom, offer and sales of the Offer Shares may be lawfully made.
The Selling Shareholder has granted the Stabilisation Manager, on behalf of the Underwriters, the Over-allotment Option, exercisable for a period of 30 days following the date of commencement of trading of the Shares, pursuant to which the Stabilisation Manager may purchase at the Offer Price the Over-allotment Shares, being up to 1,830,454 Shares, to cover over-allotments or short positions, if any, in connection with the Offering.
Timetable
Subject to acceleration or extension of the timetable for, or withdrawal of, the Offering, the timetable below sets forth certain expected key dates for the Offering.
Event Expected Date and Time
Start of Offering Period . . . 24 April 2014
End of Offering Period . . . 7 May 2014, 12:00 CET Expected pricing and allocation . . . 7 May 2014
Commencement of trading in Offer Shares on
Euronext Amsterdam . . . 8 May 2014 Settlement (payment and delivery) of the Offer
Shares . . . 13 May 2014
The Company and the Selling Shareholder may, subject to the agreement of the Underwriters, adjust the dates, times and periods given in the timetable and throughout this Prospectus. If the Company, the Selling Shareholder and the Underwriters should decide to do so, the Company will make this public through a press release, which will also be placed on the Company’s website. Any other material alterations will be published in a press release on the Company’s website and in a supplement to this Prospectus (if required) that is subject to the approval of the AFM.
Any acceleration of the timetable for the Offering will be published in a press release at least three hours before the end of the original Offering Period, provided that any extension will be for a minimum of one full day. Any extension of the timetable for the Offering will be published in a press release at least three hours before the proposed end of the accelerated Offering Period. In any event, the Offering Period will be at least six business days.
Offer Price and Number of Offer Shares
At the date of this Prospectus, the Offer Price is expected to be in the range of A16.50 to A20.50 (inclusive) per Offer Share. The Offer Price, which may be higher or lower than the Offer Price Range, and the exact number of Offer Shares offered will be determined by the Company, the Selling Shareholder and the Underwriters after the end of the Offering Period, including any acceleration or extension, on the basis of the results of the bookbuilding process and taking into account market conditions, a qualitative assessment of demand for the Offer Shares and other factors deemed appropriate. The Offer Price and the exact number of Offer Shares will be stated in the Pricing Statement, which will be published in a press release on the Company’s website and be deposited with the AFM.
The Company, the Selling Shareholder and the Underwriters reserve the right to change the Offer Price Range and/or increase the maximum number of Offer Shares before the end of the Offering Period. Any such increase will be announced in a press release prior to the end of the Offering Period.
The Offer Price Range is an indicative price range and can be changed. Any increase in the top end of the Offer Price Range on the last day of the Offering Period or the determination of an Offer Price above the
Offer Price Range will result in the Offering Period being extended by at least two business days; any increase in the top end of the Offer Price Range on the day prior to the last day of the Offering Period will result in the Offering Period being extended by at least one business day. Any change in the number of Offer Shares and/or the Offer Price Range will be announced in a press release on the Company’s website. Offering Period
Subject to acceleration or extension of the timetable for the Offering, prospective investors may subscribe for Offer Shares during the period commencing on 24 April 2014 and ending at 12:00 CET on 6 May 2014. In the event of an acceleration or extension of the Offering Period, pricing, allotment, admission and first trading of the Offer Shares, as well as payment for and delivery of the Offer Shares in the Offering may be advanced or extended accordingly. If a significant new factor, material mistake or inaccuracy relating to the information included in this Prospectus which is capable of affecting the assessment of the Offer Shares arises or is noted before the Settlement Date, a supplement to this Prospectus will be published, the Offering Period will be extended and investors who have already agreed to purchase Offer Shares may withdraw their subscriptions within two business days following the publication of the supplement. Allocation
The determination of the final Offer Price and the allocation of the Offer Shares is expected to take place after termination of the Offering Period on or about 6 May 2014, subject to acceleration or extension of the timetable for the Offering. The Offer Price, which may be set within, above or below the Offer Price Range, which is an indicative price range, and the exact number of Offer Shares and, if applicable, Over-allotment Shares, will be determined by the Selling Shareholder, in consultation with the Company, following recommendations from the Global Coordinator, taking into account market conditions and other factors. In the event that the Offering is over-subscribed, investors may receive fewer Offer Shares than they applied to subscribe for. The Underwriters may, at their own discretion and without stating the grounds therefor, reject any subscriptions wholly or partly. Allotment of the Offer Shares to investors will be determined by the Company and the Selling Shareholder in consultation with the Underwriters. The Underwriters will notify investors of any allotment of Offer Shares to them.
Investors participating in the Offering will be deemed to have checked whether and to have confirmed they meet the requirements of the selling and transfer restrictions in ‘‘Selling and Transfer Restrictions’’. If in doubt, investors should consult their professional advisers.
Payment
Payment (in euros) for the Offer Shares, and payment for the Over-allotment Shares pursuant to the Over-allotment Option, if such option has been exercised prior to the Settlement Date, is expected to take place on the Settlement Date. Taxes and expenses, if any, must be borne by the investor. Investors must pay the Offer Price in immediately available funds on or before the Settlement Date (or earlier in the case of an early closing of the Offering Period and consequential acceleration of pricing, allocation, commencement of trading and Settlement).
Delivery and Listing of Shares
The Offer Shares will be delivered in book-entry form through the facilities of Euroclear Nederland with registered address at Herengracht 459-469, 1017 BS Amsterdam, The Netherlands—(Chamber of Commerce registration n 34 216 825).
Application has been made for the Shares to be accepted for clearance through the book-entry facilities of Euroclear Nederland.
Delivery of the Offer Shares, and Over-allotment Shares pursuant to the Over-allotment Option, if such option has been exercised prior to the Settlement Date, will take place on the Settlement Date, which is expected to take place on or about 13 May 2014, through the book-entry facilities of Euroclear Nederland, in accordance with their normal settlement procedures applicable to equity securities and against payment for the Shares in immediately available funds.
Application has been made to list the Shares on Euronext Amsterdam under the symbol ‘‘DOMUS’’ with ISIN code NL0010733416. Subject to acceleration or extension of the timetable for the Offering, trading on an ‘‘as-if-and-when-issued/delivered’’ basis in the Offer Shares is expected to commence on or about 7 May 2014.
The closing of the Offering may not take place on the Settlement Date or at all if certain conditions or events referred to in the Underwriting Agreement are not satisfied or waived or occur on or prior to such date. See ‘‘Plan of Distribution’’.
If Settlement does not take place on the Settlement Date as planned or at all, the Offering may be withdrawn, in which case all subscriptions for Offer Shares will be disregarded, any allotments made will be deemed not to have been made and any subscription payments made will be returned without interest or other compensation. Any dealings in Offer Shares prior to Settlement are at the sole risk of the parties concerned.
Ranking and Dividends
The Offer Shares and, if the Over-allotment Option will be exercised, any Over-allotment Shares will, upon issue, rank equally in all respects. The Shares will carry dividend rights as of the date of issue. See ‘‘Dividends and Dividend Policy’’.
Dilution
As a result of the issuance of the Offer Shares, the voting interest of the Selling Shareholder will be diluted. The maximum dilution for the Selling Shareholder would be 39.9 per cent., assuming the issuance and sale of the maximum number of Offer Shares.
Listing Agent and Paying Agent
Kempen & Co N.V. is the listing agent with respect to the admission to listing and trading of the Shares on Euronext Amsterdam and is also acting as paying agent for the Shares in the Netherlands. The address of Kempen & Co N.V. is Beethovenstraat 300, 1077 WZ Amsterdam, The Netherlands.
PLAN OF DISTRIBUTION