Co-founders Luc Verelst and Bart Verhaeghe sued Intervest 25 years after its IPO

Just before the stock exchange exit of Intervest Offices & Warehouses, co-founders Luc Verelst and Bart Verhaeghe demanded 5.8 million euros, following a discussion about the IPO 25 years ago.

Just before the stock exchange exit, Intervest is again confronted with a legal discussion about the IPO. Businessmen Luc Verelst and Bart Verhaeghe, who were part of the foundation of Intervest, summoned the real estate company for this in mid-February. This is evident from the annual report that Intervest recently published.

Verelst and Verhaeghe, who made their fortune with the sale of the logistics developer Eurinpro, founded Siref (Semi Industrial Real Estate Fund) in the mid-1990s. The entrepreneurs bundled the warehouses that they had developed or purchased themselves. In 1999, the duo, who have been working on the mega project Broeklin (ex-Uplace) in Machelen for years, floated Siref on the stock exchange as a real estate investment trust or regulated real estate company (RREC). In 2002, Verelst and Verhaeghe sold Siref to Intervest.

Siref paid an exit tax upon the IPO. Real estate companies must pay this one-off tax if they convert into or merge with a real estate company, such as Siref. The exit tax compensates for the tax-advantaged status of real estate companies, which do not pay corporate tax on profits from rentals or capital gains from real estate sales.

However, there has been discussion for years about the precise method of calculating the exit tax. According to a 2004 federal circular, the exit tax must take into account the ‘securitization premium’, a kind of added value that investors were willing to pay on top of the net assets at the IPO. This meant that Intervest had to pay 4 million euros in additional taxes, which the company disputed. That amount, including late payment interest, has now risen to 6.7 million euros.

However, the additional tax debt was guaranteed by the two former promoters of Siref, Verelst and Verhaeghe. At the IPO in 1999, they promised the stock exchange watchdog FSMA to pay any higher exit tax, for which they also made a provision.

Because Intervest did not pay its tax debt, the tax authorities established a mortgage on a company building in Aartselaar in 2008. When the tax authorities rejected an objection from Intervest in 2013, the real estate company started a long legal procedure. In 2015, the court of first instance ruled against Intervest, as did the Antwerp Court of Appeal in 2017. However, at the end of 2019, the Court of Cassation overturned that judgment. The Ghent Court of Appeal subsequently ruled in favor of Intervest in 2022. The tax authorities accepted this.

Luc Verelst, who today mainly finances cancer research, and Bart Verhaeghe, known as chairman of Club Brugge, approached Intervest to get their commission back. But according to the businessmen, Intervest refused. Amanu Invest and Oak Lane, two companies around Verelst and Verhaeghe, subsequently summoned Intervest to the Antwerp corporate court.

“We claim 5.8 million euros from Intervest,” Verelst confirms in a response. ‘Those commissions were wrongly left there and the company used that money. That is unjustified enrichment. We made several attempts to request the money back, but were unsuccessful. Then we have little choice but to go to court.’

Intervest Warehouses & Offices did not want to respond and referred to its annual report. It states that Amanu Invest claims to be the legal successor to one of the original promoters at the establishment of the RREC Siref and that both companies claim to be entitled to the excess provisions made for the exit tax from 1999. A court decision will only be made after the stock exchange exit. Follow 25 years later.