In an official statement to the National Securities Market Commission, MERLIN Properties SOCIMI, S.A. has informed about a strategic decision taken by its Board of Directors: a capital increase through the issuance of up to 93,954,149 new ordinary shares, representing approximately 20% of the company’s share capital. This capital increase will be made through cash contributions and with exclusion of the preferential subscription right, authorized by the shareholders at the General Meeting on April 27, 2023.
Objective: Expansion of the Data Centers Business
The net proceeds from this capital increase will be mainly allocated to the development and expansion of MERLIN’s data center business line, as well as other general corporate purposes. This decision underscores the company’s commitment to strengthen its presence in a growing sector.
Accelerated Placement Process
The capital increase will be carried out through an accelerated private placement process, exclusively targeted at qualified investors. This process will begin immediately after the publication of the statement and will be conducted as planned in the placement agreement signed by MERLIN and the Managers.
Goldman Sachs Bank Europe SE and Morgan Stanley Europe SE will act as global coordinators and placement agents for the capital increase. In addition, Banco Santander, BofA Securities Europe SA, Deutsche Bank Aktiengesellschaft, and J.P. Morgan SE will be co-global coordinators, along with other placement entities.
Subscription Commitment
Banco Santander and Nortia Capital Investment Holding, S.L., holders of approximately 24.58% and 8.17% of MERLIN’s share capital respectively, have committed to subscribe new shares proportionally to their current participation. Additionally, two senior executives of MERLIN have also committed to subscribe new shares proportionally to their participation.
Admission to Trading
The new shares are expected to be admitted to trading on the stock exchanges of Barcelona, Bilbao, Madrid, and Valencia on July 24, 2024, with trading commencing on July 25, 2024. Subsequently, their admission to the regulated market of Euronext Lisbon is also foreseen.
Non-Disposal Commitment
MERLIN, along with Banco Santander, Nortia, and the senior executives, will assume a commitment not to dispose of shares for a period of 90 days from the date of execution and closing of the capital increase, subject to the usual exceptions in this type of operations.
Exclusive Offer for Qualified Investors
The new shares will be offered exclusively to qualified investors in Spain and in other countries where regulations allow. In the United States, they will be offered to qualified institutional investors under Rule 144A of the Securities Act of 1933, and outside the United States, through “offshore transactions” under Regulation S of the same law.
Completion of the Process
The accelerated placement process will end, unless extended, at 8:00 a.m. on July 24, 2024. After its conclusion, MERLIN will set and announce the final terms of the capital increase, including the issuance price and the number of new shares to be issued.
This capital increase represents a significant injection of resources for MERLIN Properties, allowing the company to strengthen its data center business and continue its expansion in a competitive and growing market.