The Baloise Group is more than just a traditional insurance company. The changing security, safety and service needs of society in the digital age lie at the heart of its business activities. The 7,900 or so employees of Baloise therefore focus on the wishes of their customers. The best possible customer service, combined with innovative products and services, makes Baloise the first choice for people who want to feel ‘simply safe’. Located at the heart of Europe, with its head office in Basel, the Baloise Group is a provider of prevention, pension, assistance and insurance solutions. Its core markets are Switzerland, Germany, Belgium and Luxembourg. In Switzerland, the Group also operates as a specialised financial services provider, offering a combination of insurance and banking services. The Group offers innovative pension products to retail customers throughout Europe from its competence centre in Luxembourg. Bâloise Holding Ltd shares are listed in the main segment of the SIX Swiss Exchange.
The new shares will be issued on a best-efforts basis as part of the subscription offer in Switzerland. A maximum of 1,964,285 new shares will be issued, thereby increasing the number of shares in circulation from 2,750,000 to a maximum of 4,714,285 shares. Any unsubscribed shares will not be issued, thus reducing the issue amount. However, the fund management company reserves the right to acquire any unsubscribed shares at the end of the subscription period or place them on the market with the required diligence together with the custodian bank or third parties.
Baloise Real Estate Management Ltd will use the issue proceeds for the acquisition against cash of a real estate portfolio with 20 core / core plus properties of Baloise Insurance Ltd, Basel and Baloise Life Ltd, Basel in favour of the real estate fund. On 14 June 2019, the Swiss Financial Market Supervisory Authority FINMA granted the fund management company exemption from the takeover ban involving related parties under Art. 63para. 2 and 4 of the Swiss Collective Investment Schemes Act (CISA) in conjunction with Art. 32a of the Collective Investment Schemes Ordinance (CISO) in order for it to be able to acquire the 20 properties.
The real estate portfolio being acquired comprises residential properties and mixed use residential and business properties, most of which are located in conurbations with more than 100,000 residents spread over a total of nine cantons. The residential portion is 77 per cent and office usage 8 per cent. The portfolio is spread over Northwestern Switzerland (30 per cent), the Lake Geneva region (23 per cent), Zurich (21 per cent), Central Switzerland (20 per cent), Eastern Switzerland (4 per cent) and Ticino (2 per cent). In acquiring the portfolio, there will still be a broad geographical diversification in line with the strategy, at the same time the proportion of properties in the Lake Geneva region can be increased.
The issue prospectus for the capital increase of the Baloise Swiss Property Fund will be published in good time before the beginning of the subscription period on www.swissfunddata.ch and can be obtained for free from the fund management company, distribution agent or custodian bank.
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About the Baloise Swiss Property Fund
The Baloise Swiss Property Fund is a contractual investment fund under Swiss law of the real estate fund variety for qualified investors. It offers investors the opportunity to participate in the development of a growing real estate portfolio with a focus on residential properties.
The Baloise Swiss Property Fund’s investment aim primarily consists of generating a stable regular income through direct investments in Swiss core / core plus properties that are situated in good locations and show high income and value stability. The real estate fund’s strategy is to buy properties throughout Switzerland with the intention of holding them for the long term and optimising their income potential. To do this, the fund aims for broad regional diversification as well as medium to long-term sectoral diversification with at least 50 per cent residential properties and at most 50 per cent commercial use properties.
Details of the capital increase
| Name | Baloise Swiss Property Fund |
| Securities number / ISIN existing shares BSPF | 41455103 / CH0414551033 |
| Securities number / ISIN subscription right | 48659164 / CH0486591644 |
| Legal form | Contractual investment fund |
| Investor group | Restricted to qualified investors within the meaning of Art. 10, para. 3, 3bis and 3ter CISA |
| Current number of shares | 2,750,000 |
| Subscription ratio | 7 (seven) subscription rights entitle the holder to acquire 5 (five) new shares |
| New shares | Maximum 1,964,285 |
| Issue volume | Around CHF 200 million |
| Nature of issue | The issue is being carried out on a best-efforts basis |
| Subscription period | Monday, 12 August 2019 to Friday, 23 August 2019, 12 noon |
| Payment under subscription | Monday, 2 September 2019 |
| Unit offering price and issuing commission | CHF 104.00 net per new share including issue commission of 2 per cent, of which 1.5 per cent in favour of the fund management and 0.5 per cent in favour of the Baloise Swiss Property Fund. |
| Trading of subscription rights | No subscription rights are traded during the subscription period |
| Formula for the calculation of the subscription right price | Any subscription rights that are not exercised after the subscription period will be compensated by the new investors or by investors subscribing beyond their subscription rights under the following formula: (average bid price of fund shares during the subscription period minus unit offering price) divided by 1.4. If this calculation does not produce a positive figure, the value of the subscription right will be zero. |
| Use of issue proceeds | The issue proceeds will be used for the acquisition of a real estate portfolio of around CHF 194 million. |
| Fund management company | Baloise Real Estate Management Ltd, Basel |
| Distribution agent | Baloise Asset Management Switzerland Ltd, Basel |
| Custodian bank | UBS Switzerland AG, Zurich |
Disclaimer
The real estate fund described in this press release is intended solely for qualified investors within the meaning of Art. 10 para. 3, 3bis and 3ter of the Swiss Collective Investment Schemes Act (KAG). Full details on this real estate fund can be found in the currently available management report and the documents that form the basis for any investment. These documents can be requested free of charge from the fund management company Baloise Real Estate Management Ltd, Aeschengraben 21, 4051 Basel, the distribution agent Baloise Asset Management Switzerland Ltd, Aeschengraben 21, 4002 Basel, or the custodian bank UBS Switzerland AG, Bahnhofstrasse 45, 8001 Zurich.