VGP NV: VGP NV announces the end of the stabilisation

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Press Release - 27 November 2017 (07:00 CET) Regulated information

VGP NV announces the end of the stabilisation period in relation to its secondary public offering

27 November 2017, Diegem (Belgium) - VGP NV (the "Company" or "VGP"), the developer, manager and owner of high quality logistics real estate in Europe, announces today the end of the stabilisation period, in relation to its secondary public offering (the "Offering").

VM Invest and Little Rock SA had granted the Underwriters (as defined below), an option to purchase up to 678,685 additional shares (the "Over-Allotment Shares") at the offer price of €56.00 per share, to cover over-allotments or short positions in connection with the Offering (the "Over-allotment Option").

The Company has been notified by the Joint Global Coordinators (as defined below) that the Over-Allotment Option has been partially exercised. In total 561,990 Over-Allotment Shares have been sold by the Company resulting in total gross Over-Allotment Option proceeds of 31.5 million euro and increasing the total gross proceeds of the Offering to 284.8 million euro. As a result, the total number of shares sold in the Offering amounts to 5,086,559 shares, of which 4,250,910 shares were sold by VM Invest NV and Bart Van Malderen, and 835,649 shares were sold by Little Rock SA. Delivery of the Over-Allotment Shares is expected to occur on 28 November 2017.

The following table presents the beneficial ownership of the shares of the Company as of 27 November 2017:

The Company, and VM Invest, Bart Van Malderen and Little Rock SA (the "Selling Shareholders"), have agreed, subject to certain limited exceptions, that they will not, for a period of 180 days from the closing of the Offering, being 27 October 2017, i.e. the date of delivery of the shares in the Offering (the "Closing Date"), without the prior written consent of the Joint Global Coordinators, (among other things) issue, offer or sell any Shares of the Company or any securities convertible into or exercisable or exchangeable for Shares or other shares of the Company, or file any registration statement under the U.S. Securities Act or any similar document with any other securities regulator, stock exchange or listing authority with respect to any of the foregoing.

Further to the commencement of the stabilisation period from 26 October 2017, KBC Securities (contact: Stephanie Van Heyste, telephone: +32 2 429 98 43) hereby gives notice that the stabilisation manager named below undertook stabilisation (within the meaning of Article 3.2(d) of the Market Abuse Regulation (EU 596/2014)) in relation to the offer of the following securities, as set out below:

During the stabilisation period referred to above (26 October 2017 to 24 November 2017), stabilisation was carried out in respect of a total number of 116,695 shares.

For further details regarding the stabilisation transactions carried out during the period from 26 October 2017 to and including 24 November 2017, please refer to the mid-stabilisation period announcements published on 6 November 2017 and 16 November 2017. For further details regarding the stabilisation transactions carried out during the period from 26 October 2017 to and including 24 November 2017, please refer to the annex to the present announcement.

Banks involved in the Offering

J.P. Morgan and KBC Securities were acting as Joint Global Coordinators and Joint Bookrunners for the Offering. Belfius was acting as Co-lead Manager and ING as Co-Manager (collectively the "Underwriters").

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Important notice

This announcement does not constitute, or form part of, an offer or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for shares, and any purchase of, or application for, shares in the Company sold in connection with the secondary public offering of existing shares held by Bart Van Malderen, VM Invest NV and Little Rock SA (the "Offering") should only be made on the basis of information contained in the prospectus issued by the Company in connection with the Offering and any supplements thereto, as the case may be. This announcement is not a prospectus. The prospectus contains detailed information about the Company and its management, risks associated with investing in the Company, as well as financial statements and other financial data.

No announcement or information regarding the Offering, as the case may be, or shares referred to above may be disseminated to the public in jurisdictions outside of Belgium where a prior registration or approval is required for such purpose. No steps have been taken, or will be taken, for the Offering or shares of the Company in any jurisdiction outside of Belgium where such steps would be required. The purchase of shares of the Company are subject to special legal or statutory restrictions in certain jurisdictions. The Company is not liable if the aforementioned restrictions are not complied with by any person.

These materials are not an offer of securities for sale in the United States. The securities to which these materials relate have not been registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration or in a transaction not subject to the registration requirements under the Securities Act. There will be no public offering of the securities in the United States.

In member states of the European Economic Area ("EEA") other than Belgium, this announcement is only addressed to and directed at persons (i) who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant Member State of the EEA) and any implementing measure in each relevant Member State of the EEA (the "Prospectus Directive"), or (ii) in any other circumstances not requiring the Company to publish a prospectus in such relevant Member State of the EEA as provided under Article 3(2) of the Prospectus Directive. In addition, this document is being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to 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 in (i), (ii) and (iii) above together being referred to as "relevant persons"). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Each of J.P. Morgan, KBC Securities, Belfius and ING are acting exclusively for the Company and certain existing shareholders, and no one else in connection with the Offering. They will not regard any other person (whether or not a recipient of this announcement) as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and certain existing shareholders for providing the protections afforded to their respective clients nor for giving advice in relation to the Offering, the contents of this announcement or any transaction or arrangement referred to herein.

None of J.P. Morgan, KBC Securities, Belfius and ING or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.

In connection with the Offering, each of J.P. Morgan, KBC Securities, Belfius and ING and any of their respective affiliates, may take up a portion of any offered shares as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such offered shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the prospectus to the offered shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by any of J.P. Morgan, KBC Securities, Belfius and ING and any of their respective affiliates acting in such capacity. In addition, J.P. Morgan, KBC Securities, Belfius and ING may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of any offered shares. None of J.P. Morgan, KBC Securities, Belfius and ING nor any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Certain information contained in this announcement may constitute "forward-looking statements," which can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue," "target" or "believe" (or the negatives thereof) or other variations thereon or comparable terminology. These forward looking statements include matters that are not historical facts and include statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth and strategies. Due to various risks and uncertainties, actual events or results or actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. As a result, investors should not rely on such forward-looking statements in making their investment decisions. No representation or warranty is made as to the achievement or reasonableness of and no reliance should be placed on such forward-looking statements.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, the factors that are described in the risk factors section of the prospectus. Save as required by law, the Company expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Information in this announcement or any of the documents relating to the Offering cannot be relied upon as a guide to future performance.

Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of the shares can decrease as well as increase.

Annex

Stabilization transactions from 26 October 2017 to 24 November 2017

All data contained in the above table has been provided by KBC Securities.

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