Gimv - Capital Increase 2025 - KBC Banking & Insurance

Gimv - Capital increase with statutory preferential rights

WARNING

An investment in the New Shares involves economic and financial risks, as is the case for every investment in shares. A prospective investor must consider, when taking its investment decision, that it may lose all or part of its investment. See section 1 (“Risk Factors”) for a description of the factors that should be considered before subscribing for the New Shares or trading in the Preferential Rights, and in which the most material risk factors have been presented first within each (sub)category. All of these factors should be considered before investing in the New Shares, the Preferential Rights or the Scrips. Specifically, potential investors should be aware that Gimv’s success largely depends on the identification and availability of suitable investment and divestment opportunities, which is subject to market conditions and other
factors outside Gimv’s control, including the availability of acquisition financing and, if the availability of suitable investment opportunities would decrease, this could have an adverse impact on Gimv’s business, results, profitability and growth perspective. In addition, Gimv’s investments are generally illiquid and therefore the realisation of capital gains by Gimv can be uncertain, delayed or restricted, which could materially and adversely affect Gimv’s profitability. Moreover, Gimv’s investment strategy, private equity valuations and private equity valuation methodology are based on estimates and assumptions, which may differ from reality and which, in case such estimates and assumptions differ significantly from reality, could lead to a decrease of the Fair Value of the Portfolio and Gimv suffering losses on the relevant investment.

Unless otherwise stated, capitalised terms used in the webpage have the meaning as defined in the Prospectus. For complaints, please contact KBC at klachten@kbc.be or externally at ombudsman@ombudsfin.be

Documenten

Press release
(339,81 KB)

Prospectus
(1,55 MB)

Summary
(218,29 KB)

About Gimv

Gimv is a European private equity and venture capital investor that has been investing in growth-oriented companies in a wide range of sectors for over 40 years. Gimv's investment strategy is centred around five forward-looking platforms: Consumer, Sustainable Cities, Smart Industries, Healthcare and Life Sciences. These platforms are managed as international teams of 58 specialised investment professionals from Gimv's offices in Antwerp, Munich, The Hague and Paris.

Structure of the offer

The capital increase with statutory preferential rights offers Shareholders the opportunity to increase their investment in Gimv, in proportion to the statutory preferential rights granted to them, at a subscription price of 34.50 euro per Share at a subscription ratio of 1 for 4.

From their issue date, the New Shares will be subject to all provisions of the Articles of Association. The New Shares will carry the right to a dividend with respect to the financial year that started on 1 April 2024 and, from the date of their issue, will carry the right to any distribution made by the Company.

The Issue Price is 12.66% lower than the closing price of the Share on Euronext Brussels on 20 January 2025 (which was 39.50 euro). Based on that closing price, the theoretical ex-rights price ("TERP") is 38.50 euro, the theoretical value of a legal preferential right is thus 1.00 euro and the discount of the Issue Price to the TERP is 10.39%.

The main modalities of the capital increase are as follows:

Subscription period	From 23 January 2025 (9 am) to 6 February 2025 (4 pm)
Subscription ratio	1 New Gimv Share (ISIN BE0003699130) for 4 statutory preferential rights represented by coupon no. 32
Subscription price	34.50 euro per New Share (For information: the closing price of the Gimv share on 20 January 2025 was 39.50 euro)
Practical	For each Share held on 22 January 2025, after closing of Euronext Brussels, you were granted 1 statutory preferential right (presented by coupon no. 32). Each group of 4 statutory preferential rights entitles you to subscribe to 1 New Share
Ex-coupon date	23 January 2025
Final payment date for holders of dematerialised preferential rights	11 February 2025

The statutory preferential rights (coupon no. 32) will be detached from the Shares on 22 January 2025 (after market close - ex-coupon date 23 January 2025), provided they are in dematerialised form, and will be tradable on the regulated markets of Euronext Brussels during the entire subscription period, i.e. from 23 January 2025 to 6 February 2025 inclusive. The statutory preferential rights have
ISIN code BE0970186897.

RISKS SPECIFIC TO THE ISSUER

Risks relating to Gimv's industry and market

Gimv’s success largely depends on the identification and availability of suitable investment and divestment opportunities, which is subject to market conditions and other factors outside Gimv’s control, including the availability of acquisition financing and, if the availability of suitable investment opportunities would decrease, this could have an adverse impact on Gimv’s business, results, profitability and growth perspective.

Gimv’s business and growth opportunities are subject to macroeconomic, geopolitical and social developments, which could affect not only the Fair Value of the Portfolio, but also the quantity and quality of available new investment and exit opportunities for existing portfolio companies.

Gimv faces significant competition in its sectors and, to the extent Gimv cannot retain its competitive position, this could have an adverse effect on its ability to make successful investments, restrict Gimv’s ability to raise funds and have a negative impact on Gimv’s overall financial performance and share price.

Gimv is exposed to risks associated with fluctuations of stock market prices and other market related elements, which could negatively impact the Fair Value of the Portfolio.

Risks relating to Gimv's business

Gimv’s investments are generally illiquid and therefore the realisation of capital gains by Gimv can be uncertain, delayed or restricted, which could materially and adversely affect Gimv’s profitability.

Gimv’s investment strategy, private equity valuations and private equity valuation methodology are based on estimates and assumptions, which may differ from reality and which, in case such estimates and assumptions differ significantly from reality, could lead to a decrease of the Fair Value of the Portfolio and Gimv suffering losses on the relevant investment.

The success of Gimv’s investments depends on the performance of its portfolio companies but such performance may (negatively) differ from Gimv’s initial evaluation of the investment (due to, for instance, poor management (that may be outside of Gimv’s control)), which could have an unforeseen negative impact on the Fair Value of the Portfolio and adversely affect Gimv’s equity value (NAV).

If the activities of Gimv or one or several portfolio companies would fall short of the sustainable investment expectations of investors, consumers, and the population, including in relation to environmental, social and governance (ESG) matters, this could have an adverse impact on Gimv’s equity value (NAV) and reputation.

The due diligence process that Gimv undertakes in connection with investments may not reveal all facts that may be relevant in connection with an investment, which could materially and negatively affect the Fair Value of the Portfolio and Gimv’s equity value (NAV) and reputation.

Financial risks

The implementation of Gimv’s investment strategy requires availability of own resources, and it cannot be guaranteed that Gimv will be able to find or draw on such resources, which could materially and adversely affect Gimv’s results from operation and financial condition.

Legal and regulatory risks

Gimv’s business is subject to various financial regulations and any future changes in such regulations or in the interpretation thereof, could lead to penalties, reputational harm, additional compliance burden and costs and competitive disadvantages.

RISKS SPECIFC TO THE NEW SHARES, PREFERENTIAL RIGHTS AND SCRIPS

The market price of the Shares may be volatile and may decline below the Issue Price and, if there is a substantial decline in the market price of the Shares (or if the Offering would be discontinued), this will have an adverse impact on the market price of the Preferential Rights or the Scrips.

In the context of the Offering, WorxInvest may increase its shareholding in the Company above the 30% threshold without triggering the obligation to launch a mandatory public takeover bid to all shareholders of the Company, in reliance on the exemption provided under article 52, §1, 5° of the Belgian Royal Decree of 27 April 2007 on public takeover bids.

The capital increase may be lower than the contemplated amount of the Offering if the Offering is not fully subscribed and no minimum amount has been set for the Offering, which may affect the speed and size of Gimv’s investments and growth.

PROSPECTUS

The English version of the Prospectus (including Summary) was approved by the FSMA on 21 January 2025 in accordance with Article 20 of the Prospectus Regulation. The FSMA approves this Prospectus only because it meets the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as commendation of the Preferential Rights or the New Shares which are the subject of this Prospectus. In particular, the approval of this Prospectus by the FSMA should not be regarded as an endorsement of the valuation of Gimv's portfolio companies or the valuation methodologies used by Gimv.

The Prospectus (including Summary) has been translated into Dutch and the Summary has also been translated into French. Without prejudice to Gimv's responsibility for inconsistencies between the different language versions of the Prospectus or the Summary of the Prospectus, in case of discrepancies between the different versions of the Prospectus, the English version shall prevail. Prospective investors should, before making an investment decision, read the prospectus to fully understand the potential risks and benefits associated with the decision to invest in the securities.

Any decision to invest in the New Shares, to trade the Preferential Rights or to acquire Scrips under the Offering should be based on all information given in the Prospectus. Potential investors must be able to bear the economic risk of an investment in Shares, a trade of Preferential Rights or the acquisition of Scrips and suffer a total or partial loss of their investment.

In case of publication of a supplement during the offer period or before the delivery of securities, investors who have already subscribed to this product have the right to withdraw their subscription for 3 working days after the publication of the supplement. KBC Bank can assist you in exercising your right to withdraw your subscription. If you opted to receive electronic information, you will find this information in KBC Mobile. If you opted not to receive electronic information, this communication will be sent by letter. If you still wish to receive this information electronically, you can always change your preferences at one of our branches or via KBC Mobile. These documents are also available free of charge on the Company's website.

The Prospectus will be made available on Gimv's website from 23 January 2025, as well as on request and free of charge at the Company's registered office, Karel Oomsstraat 37, 2018 Antwerp, Belgium.

COSTS

Subscription costs

See the overview of potential rates under investments, where the relevant cost category for the intended transaction can be found under the category “Transaction costs and stock market tax”.

Costs of trading rights