Final results of the capital increase

Press release

An twerp, February 7, 2025, 13:00 CET – Regulated information

Final results of the capital increase

With the successful completion of the public offering to subscribe to the capital increase and the private placement of Scrips, both existing shareholders and new investors have subscribed to 100% of the offering, representing a total amount of EUR 247 million.

“The successful completion of this capital increase is a crucial event in Gimv's 45-year history. It marks an important starting point as these funds strengthen our capital to support our accelerated growth strategy with the ambition to double our portfolio and to create additional value for our shareholders. We would like to thank our existing and new shareholders for their support and confidence. Now is the time to invest in our industry and economy. Gimv is more than ever ready to put these additional funds to work by doing what we do best: building leading companies.” 

CEO Koen Dejonckheere & CFO Kristof Vande Capelle

The 5,009,632 unexercised Preferential Rights (in the form of Scrips) were offered for sale on February 7, 2025 to Belgian and international investors 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”).

Buyers of         the       Scrips   have    irrevocably committed themselves to exercise the Scrips and subscribe for 1,252,408 New Shares at the same            subscription     price    and      the       same subscription ratio as the subscription through the exercise of Preferential Rights, i.e. 1 New Share (at EUR 34.50 per New Share) for 4 

Preferential Rights.

With the successful completion of both the public offering and the Scrips Private Placement, existing shareholders and new investors now have subscribed for 100% of the New Shares offered for a total amount of EUR 246,794,370. The gross proceeds of the offer hence equal the targeted maximum of EUR 246,794,370 and the net proceeds of the offer are approximately EUR 242.1 million (after deduction of estimated costs and expenses).

Upon finalization of this capital increase and delivery of the New Shares, WorxInvest's shareholding in Gimv will increase from 29.9% to 32.3%, pursuant to the implementation of their subscription commitment.

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 (the “Net Proceeds of the Scrips”), amount to EUR 0.48 per unexercised (or qualified as such) Preferential Right. The Company expects that this amount shall be paid to these holders as from February 12, 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.

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 shortly after the publication of this press release. With this phase being successfully completed, the Company requested to lift this suspension.

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.

Note: Unless otherwise stated in this press release, the capitalized terms in this press release shall have the meaning defined in the Prospectus prepared with respect to the Offer.

About Gimv

Gimv is a European investment company, listed on Euronext Brussels and a member of the Euronext BEL ESG Index. With over 40 years' experience in private equity, Gimv currently has an investment portfolio of more than EUR 1.7 billion. The portfolio contains around 60 portfolio companies, with combined turnover of EUR 4.0 billion and more than 20,000 employees.

As a recognized market leader in selected investment platforms, Gimv identifies entrepreneurial, innovative companies with high growth potential and supports them in their transformation into market leaders. Gimv's five investment platforms are Consumer, Healthcare, Life Sciences, Smart Industries and Sustainable Cities. Each platform works with an experienced team across Gimv’s home markets of Benelux, France and DACH, supported by an extended international network of experts.

Further information on Gimv can be found on www.gimv.com.

For further information please contact:

Kristof Vande Capelle, CFO T +32 3 290 22 17  kristof.vandecapelle@gimv.com 

www.gimv.com

Press release

                                                                                                         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. 

www.gimv.com

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.

www.gimv.com