Press release pursuant to Article 7:97, §4, 1° Belgian Companies and Associations Code Press release pursuant to Article 7:97, §4, 1° Belgian Companies and Associations Code Press release pursuant to Article 7:97, §4, 1° Belgian Companies and Associations Code
Press release pursuant to Article 7:97, §4, 1° Belgian Companies and Associations Code
In the context of a potential transfer of the shareholding (in whole or in part) of Vlaamse Participatiemaatschappij NV ("Reference Shareholder"), the Reference Shareholder and related party of Gimv NV (the “Company”), as announced on 8 September 2023, the Company has been requested to grant selected interested parties access to certain confidential information relating to the Company and its activities in order to allow such interested parties to make an informed decision on whether or not to acquire a shareholding in the Company.
On 19 September 2023, the board of directors agreed to the request of the Reference Shareholder (the "Decision"), in accordance with the opinion of the committee of independent directors pursuant to Article 7:97, §3 of the Belgian Companies and Associations Code. In doing so, the board of directors considered the following:
The Decision concerns a preparatory decision that precedes and facilitates the transaction contemplated by the Reference Shareholder. Consequently, the board of directors considers that the Decision does not directly affect the Company's shareholders.
It is in the interest of the Company and all shareholders that a potential transaction is carried out on the basis of accurate information and assumptions. Providing adequate information can also contribute to securing a solid shareholder structure in accordance with the policy pursued by the Company.
The costs to the Company associated with the Decision are limited. They are expected to be substantially less than 1% of the Company's net assets.
Making information available was made subject to certain restrictions and conditions by the board of directors in order to safeguard the interests of the Company.
Any potential disadvantage associated with the Decision are deemed to be offset by the advantages associated with the Decision.
The conclusion of the advice of the committee of independent directors reads as follows: "On the basis of the considerations set out above, the assessment of the advantage or disadvantage of the Decision to the Company and its shareholders, and the assessment of the financial consequences thereof, the Committee, also on the basis of the advice of the independent expert, concludes that the approval of the Decision is not of a nature to cause the Company a disadvantage that is not offset by other elements in the Company's policy, or would be manifestly unlawful. Accordingly, the Committee unanimously grants a favorable advice to the board of directors of the Company to approve the Decision."
The auditor's assessment reads as follows: "Basedon our review, nothing has come to our attention that causes us to believe that the financial and accounting information set out in the advice of the committee of independent directors dated 19 September 2023 and in the minutes of the board of directors dated 19 September 2023, justifying the proposed transaction, is not, in all material respects, consistent with the information available to us in the framework of our engagement."