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 subscribe to up to 7,153,460 New Shares at an issue price of EUR 34.50 per share, for which the subscription period ended on February 6, 2025, Gimv received subscriptions for 5,901,052 New Shares following the exercise of Preferential Rights. This represents a take up of 82.5% of the maximum Offering amount of EUR 246,794,370.
The 5,009,632 Preferential Rights, represented by coupon no. 32, that were not duly exercised on the last day of the Rights Subscription Period, were automatically converted into an equal number of Scrips.
These Scrips will be sold to Belgian and international investors (and in reliance on Regulation S under the United States Securities Act of 1933) by way of a private placement in the form of an “accelerated bookbuilding” (in other words, an accelerated private placement with composition of an order book) (the “Scrips Private Placement”).
The Scrips Private Placement will take place as from the publication of this press release. Investors who acquire Scrips irrevocably commit to exercise the Scrips and thus have to subscribe to the corresponding number of New Shares at the same price and same Subscription Ratio as was applicable to the subscription through the exercise of Preferential Rights, i.e. 1 New Share (at EUR 34.50 per New Share) for 4 Preferential Rights in the form of Scrips.
The net proceeds from the sale of the Scrips, after deducting the costs, expenses and charges incurred by the Company in the context of the Scrips Private Placement will be made available by the Company in due proportion to the holders of the unexercised Preferential Rights (or Preferential Rights that are deemed to be unexercised) on presentation of coupon no. 32, as from February 12, 2025. If the net proceeds of the Scrips divided by the total number of unexercised Preferential Rights is less than EUR 0.01, these will not be distributed to the holders of unexercised Preferential Rights but transferred to the Company.
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 7, 2025 until the publication of the press release relating to the results of the Scrips Private Placement and the net proceeds of the Scrips (if any). The results of the Scrips Private Placement and the net proceeds of the Scrips (if any) will be announced by means of a press release, in principle on February 7, 2025.
Delivery of the New Shares is expected to take place on February 11, 2025. The New Shares will be tradable on the regulated market of Euronext Brussels, in principle as from the same date.
KBC Securities and Belfius Bank (in cooperation with Kepler Cheuvreux) act as Joint Global Coordinators and Joint Bookrunners for this transaction. Bank Degroof Petercam, BNP Paribas Fortis and ING Belgium act as Joint Bookrunners.
The prospectus is available on Gimv’s website: https://www.gimv.com/en/capital-increase.