Gimv NV launches a bond-issue for retail and institutional investors for a total nominal amount of at least EUR 150 million
Gimv NV announces that on 21 June 2019 it will launch a bond-issue of 7 and 12-year bonds (respectively the “2026 bonds” and the “2031 bonds”) in an aggregate minimum nominal amount of EUR 150 million and an aggregate maximum nominal amount of EUR 250 million. These bonds will be issued in the form of a public offering in Belgium and the Grand-Duchy of Luxembourg which is open to retail investors and to qualified investors. The bonds will be listed on the regulated market of Euronext Brussels.
Gimv NV intends to use the net proceeds of the bonds for its general financing purposes, namely to fund the further growth of Gimv and its portfolio companies, whilst keeping an adequate level of liquidity over the investment cycle (in particular in light of the relatively young investment portfolio).
The 2026 bonds will be offered to retail investors and institutional investors. The 2031 bonds will be offered to institutional investors only.
The bonds constitute debt instruments. An investment in the bonds involves risks. By subscribing to the bonds, investors lend money to Gimv NV who undertakes to pay interest on an annual basis and to reimburse the principal on the maturity date. In case of bankruptcy or default by Gimv NV, the investors may not recover the amounts they are entitled to and risk losing all or part of their investment. The bonds are intended for investors who are capable of evaluating the interest rates in light of their knowledge and financial experience. An investment decision must solely be based on the information contained in the present prospectus. Before making any investment decision, the investors must read the prospectus in its entirety (and, in particular, Part II: Risk factors on pages 29-42 of the prospectus). Each potential investor must investigate carefully whether it is appropriate for this type of investor to invest in the bonds, taking into account his or her knowledge and experience, and must, if needed, obtain professional advice.
The issue price is set at 101.875% of the nominal value of the 2026 bonds and 102% of the nominal value of the 2031 bonds, with gross coupons of 2.875% in respect of the 2026 bonds and 3.500% in respect of the 2031 bonds, both payable on 5 July of each year. The gross actuarial yields on the basis of the issue prices will amount to 2.579% in respect of the 2026 bonds and 3.296% in respect of the 2031 bonds, while the net actuarial yields (i.e., the gross yield less deduction of the withholding tax of 30%) will amount to 1.726% in respect of the 2026 bonds and 2.258% in respect of the 2031 bonds.
The net proceeds of the issue of the bonds are expected to amount to EUR 149,320,000 after deduction of the costs and expenses (in case the aggregate nominal amount for which the bonds are issued is EUR 150 million) or EUR 249,320,000 after deduction of the costs and expenses (in case the aggregate nominal amount for which the bonds are issued is EUR 250 million).
The bonds will be governed by Belgian law and will be redeemable at the redemption price of 100% of their nominal value on the date on which they reach maturity, namely 5 July 2026 in respect of the 2026 bonds and 5 July 2031 in respect of the 2031 bonds.
The nominal value of the bonds is EUR 1,000, with a minimum subscription amount of EUR 10,000.
The subscription period will start on 21 June 2019 at 9.00 am (CET) and end on 28 June 2019 at 5.30 pm (CET) in relation to the 2026 bonds and on 21 June 2019 at 5.30 pm (CET) in relation to the 2031 bonds. The subscription period for the 2026 bonds is subject to possible early closing as of 21 June 2019 (5.30 pm (CET)) (see page 106 of the “Subscription and Sale” section of the prospectus). Retail investors are therefore advised to subscribe to the 2026 bonds on the first trading day of the subscription period before 5.30 pm.
The payment date of the bonds is set on 5 July 2019.
KBC is acting as “Coordinator” and “Bookrunner” and is also mandated as agent in the context of the issue and the listing of the bonds on the regulated market of Euronext Brussels. Belfius, Degroof Petercam and ING are acting as co-managers.
To subscribe for the bonds or to obtain any additional information, investors may contact KBC (www.kbc.be/nl/gimv), Belfius (www.belfius.be/gimv), Degroof Petercam (www.degroofpetercam.be/nl/nieuws/gimv_2019) or ING (www.ing.be/nl/retail/investing/investments/bonds).
The prospectus can be consulted on the websites of the FSMA (www.fsma.be/en/prospectus-ems), of Gimv (www.gimv.com), and of KBC (www.kbc.be/nl/gimv), Belfius (www.belfius.be/gimv), Degroof Petercam (www.degroofpetercam.be/nl/nieuws/gimv_2019) and ING (www.ing.be/nl/retail/investing/investments/bonds).
A paper copy of the prospectus can also be obtained, free of charge, at the registered offices of Gimv, located at Karel Oomsstraat 37, 2018 Antwerp, Belgium.
If you have a complaint, please address this to your financial advisor at your local office of KBC, Belfius, Degroof Petercam or ING. If you are not satisfied with the reply, you can contact KBC-Complaint Management, Brusselsesteenweg 100, 3000 Leuven, Bank Degroof Petercam NV, Operational Risk Management, Rue de l’Industrie 44, 1040 Brussels, or send an e-mail to firstname.lastname@example.org, the Belfius Complaints Department (Collinumber 7908), Place Charles Rogier 11, 1210 Brussels or via e-mail: email@example.com, and ING Complaint Management, Cours Saint Michel, 60, 1040 Brussels.
If you do not immediately obtain a solution after having contacted the aforesaid parties, you can send your complaint to the Financial Disputes Ombudsman (Ombudsdienst voor financiële conflicten) at North Gate II, Boulevard du Roi Albert II 8, box 2, 1000 Brussels (www.ombudsfin.be).
Financial calendar Gimv
- General shareholders’ meeting in respect of FY 2018-2019: 26 June 2019
- Announcement of first half FY 2019-2020 results (period 01/04/19-30/09/19): 21 November 2019
THIS COMMUNICATION IS NOT INTENDED FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION IS FORBIDDEN UNDER APPLICABLE LAW.
This communication does not constitute an offer to sell or to subscribe to securities, or an invitation to make an offer to purchase securities or subscribe to securities, and securities shall not be sold or subscribed to in any jurisdiction in which such offer, invitation, sale or subscription would be illegal without advance subscription or qualification under the financial legislation of such jurisdiction.
The issue of, subscription to or purchase of securities is subject to special statutory or regulatory restrictions in certain jurisdictions. Gimv NV is not liable in the event that there is a violation by any person of these restrictions.
No public offering shall be made of any securities, referred to in this document, in the United States. The securities referred to in this document have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any other supervisory authority of securities of any state or other jurisdiction of the United States and may not be offered, sold or delivered in any other way, directly or indirectly, within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.
The securities referred to in this document have not been approved or rejected by the SEC, any other supervisory authority of securities of any state or other supervisory body of the United States, nor have these authorities assessed the appropriateness of this proposed offer or the adequateness or accuracy of this document. Any statement to the contrary is a criminal offence in the United States.
This document is not an offering document or prospectus in connection with an offering of securities by Gimv NV. Investors may not accept an offering of securities that are mentioned in this document nor acquire them unless they do this on the basis of information contained in the Prospectus. This document is an advertisement for the purposes of Directive 2003/71/EC, as amended.