07/02/2025 09:00 |
Take-up of 82.5% of the New Shares offered for subscription through exercise of Preferential Rights in the context of the capital increase & launch of accelerated private placement of Scrips |
INFORMATION REGLEMENTEE
Press release
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (OR TO US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION Antwerp, February 7, 2025, 09:00 CET – Regulated information Take-up of 82.5% of the New Shares offered for subscription through exercise of Preferential Rights in the context of the capital increase & launch of accelerated private placement of Scrips • Completion of the first phase of the Offering through the exercise of Preferential Rights resulting in a take-up of 82.5% of the New Shares offered for subscription. • Launch of accelerated private placement of 5,009,632 scrips after the publication of this press release. In the context of the Offering in Belgium to The Scrips Private Placement will take place as subscribe to up to 7,153,460 New Shares at an from the publication of this press release. issue price of EUR 34.50 per share, for which the Investors who acquire Scrips irrevocably subscription period ended on February 6, 2025, commit to exercise the Scrips and thus have to Gimv received subscriptions for 5,901,052 New subscribe to the corresponding number of New Shares following the exercise of Preferential Shares at the same price and same Rights. This represents a take up of 82.5% of the Subscription Ratio as was applicable to the maximum Offering amount of EUR 246,794,370. subscription through the exercise of Preferential Rights, i.e. 1 New Share (at EUR 34.50 per New The 5,009,632 Preferential Rights, represented Share) for 4 Preferential Rights in the form of by coupon no. 32, that were not duly exercised Scrips. on the last day of the Rights Subscription Period, were automatically converted into an equal The net proceeds from the sale of the Scrips, number of Scrips. after deducting the costs, expenses and charges incurred by the Company in the These Scrips will be sold to Belgian and context of the Scrips Private Placement will be international investors (and in reliance on made available by the Company in due Regulation S under the United States Securities proportion to the holders of the unexercised Act of 1933) by way of a private placement in Preferential Rights (or Preferential Rights that the form of an “accelerated bookbuilding” (in are deemed to be unexercised) on other words, an accelerated private presentation of coupon no. 32, as from placement with composition of an order book) February 12, 2025. If the net proceeds of the (the “Scrips Private Placement”). Scrips divided by the total number of Gimv NV - Karel Oomsstraat 37, 2018 Antwerp, Belgium - T +32 3 290 21 00 - www.gimv.com 1 NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (OR TO US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION Antwerp, February 7, 2025, 09:00 CET – Regulated information Press release unexercised Preferential Rights is less than EUR 0.01, these will not be distributed to the holders Note: Unless otherwise stated in this press release, of unexercised Preferential Rights but the capitalized terms in this press release shall have the meaning defined in the Prospectus prepared transferred to the Company. with respect to the Offer. The trading of the shares of the Company on the regulated market of Euronext Brussels has been suspended, at the Company’s request, as from the opening of the markets on February About Gimv 7, 2025 until the publication of the press release relating to the results of the Scrips Private Gimv is a European investment company, listed Placement and the net proceeds of the Scrips on Euronext Brussels and a member of the (if any). The results of the Scrips Private Euronext BEL ESG Index. With over 40 years' Placement and the net proceeds of the Scrips experience in private equity, Gimv currently has (if any) will be announced by means of a press an investment portfolio of more than EUR 1.7 release, in principle on February 7, 2025. billion. The portfolio contains around 60 portfolio companies, with combined turnover of EUR 4.0 Delivery of the New Shares is expected to take billion and more than 20,000 employees. place on February 11, 2025. The New Shares will be tradable on the regulated market of As a recognized market leader in selected Euronext Brussels, in principle as from the same investment platforms, Gimv identifies date. entrepreneurial, innovative companies with high growth potential and supports them in their transformation into market leaders. Gimv's five KBC Securities and Belfius Bank (in cooperation investment platforms are Consumer, Healthcare, with Kepler Cheuvreux) act as Joint Global Life Sciences, Smart Industries and Sustainable Coordinators and Joint Bookrunners for this Cities. Each platform works with an experienced transaction. Bank Degroof Petercam, BNP team across Gimv’s home markets of Benelux, Paribas Fortis and ING Belgium act as Joint France and DACH, supported by an extended Bookrunners. international network of experts. The prospectus is available on Gimv’s website: Further information on Gimv can be found on https://www.gimv.com/en/capital-increase. www.gimv.com. For further information please contact: Kristof Vande Capelle, CFO T +32 3 290 22 17 kristof.vandecapelle@gimv.com Gimv NV - Karel Oomsstraat 37, 2018 Antwerp, Belgium - T +32 3 290 21 00 - www.gimv.com 2 Press release NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (OR TO US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION Antwerp, February 7, 2025, XX:XX CET – Regulated information Disclaimer This document is not for release, distribution or publication, whether directly or indirectly and whether in whole or in part, in or into the United States (or to US Persons (as defined below), Canada, Australia, South Africa or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This document is for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities of Gimv NV (the Company, and such securities, the Securities) in or into the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction. This document is not for publication or distribution, directly or indirectly, in or into the United States. This document is not an offer of securities for sale into the United States. The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered or sold in or into the United States or to or by US Persons (as defined in Regulation S under the Securities Act (“Regulation S”) (“US Persons”) absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws and in a manner which would not require the Company to register under the US Investment Company Act of 1940, as amended (the “Investment Company Act”). The Securities are being offered and sold: (i) inside the United States only to persons reasonably believed to be both “qualified institutional buyers” (“QIBs”), as defined in Rule 144A (“Rule 144A”) under the Securities Act and “qualified purchasers” (“QPs”), as defined in Section 2(a)(51) of the Investment Company Act in reliance on Section 4(a)(2) under the Securities Act and only by persons that have executed and timely returned a US Investor Letter in the form set forth in Appendix 1 of the prospectus prepared by the Company in the context of the offer of Securities; and (ii) outside the United States to persons who are not US Persons in offshore transactions (as defined in Regulation S) in reliance on Regulation S. No public offering of Securities is being made in the United States. In the United Kingdom, this document and any other materials in relation to the Securities is only being distributed to, and is only directed at, and any investment or investment activity to this document relate is available only to, and will be engaged in only with, "qualified investors" (as defined in the meaning of the Prospectus Regulation EU 2017/1129 as it forms part of the law of the United Kingdom) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) persons falling within Article 49(2)(a) to (d) of the Order, i.e., high net worth companies, unincorporated associations, etc. (all such persons together being referred to as relevant persons). Any invitation, offer or agreement to subscribe for, purchase or otherwise acquire securities will be engaged in only with relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it. The Company has not authorised any offer to the public of Securities in any Member State of the European Economic Area other than Belgium. With respect to any Member State of the European Economic Area, other than Belgium, (each a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Regulation; or (ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purpose of this paragraph, the expression offer of securities to the public (and related expressions) means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to purchase or subscribe for the Securities and the expression Prospectus Regulation means Regulation (EU) 2017/1129 and includes any relevant delegated regulations. Gimv NV - Karel Oomsstraat 37, 2018 Antwerp, Belgium - T +32 3 290 21 00 - www.gimv.com 3 NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (OR TO US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION Antwerp, February 7, 2025, XX:XX CET – Regulated information Press release No action has been taken by the Company that would permit an offer of Securities or the possession or distribution of this document or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required. The release, publication or distribution of this document in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions. This document may include statements, including the Company's financial and operational medium-term objectives that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms ''believes'', ''estimates'', ''plans'', ''projects'', ''anticipates'', ''expects'', ''intends'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made. Each of the Company, as well as KBC Securities NV and Belfius Bank NV/SA (acting together with its subcontractors Kepler Cheuvreux SA and Kepler Cheuvreux (Suisse) SA) and Bank Degroof Petercam NV/SA, BNP Paribas Fortis SA/NV and ING Bank NV (together, the “Underwriters”) and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this document whether as a result of new information, future developments or otherwise. The Underwriters are acting exclusively for the Company and no one else in connection with any offering of Securities. They will not regard any other person as their respective clients in relation to any offering of Securities and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to any offering of Securities, the contents of this document or any transaction, arrangement or other matter referred to herein. None of the Underwriters or any of their respective affiliates or any of their respective directors, officers, employees, advisers, agents, alliance partners (“Relevant Persons”) or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this document (or whether any information has been omitted from this document) 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 this document or its contents or otherwise arising in connection therewith. Accordingly, each Relevant Person disclaims, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of this document and/or any such statement. This document does not constitute a prospectus. An offer to acquire Securities pursuant to the proposed offering will be made, and any investor should make his investment, solely on the basis of information that will be contained in the prospectus to be made generally available in Belgium in connection with such offering. When made generally available, copies of the prospectus may be obtained at no cost from the Company or through the website of the Company. Gimv NV - Karel Oomsstraat 37, 2018 Antwerp, Belgium - T +32 3 290 21 00 - www.gimv.com 4 |