IMPORTANT INFORMATION
Legal Notice: This document is CONFIDENTIAL AND FOR DISCUSSION PURPOSES ONLY; it constitutes a marketing communication and has been prepared by a Sales and Marketing function within BNP Paribas Fortis SA/NV, with registered office at Montagne du Parc 3 / Warandeberg 3, B-1000 Brussels, Belgium (“we” or “BNP Paribas”). As a confidential document it is submitted to selected recipients only and it may not be made available (in whole or in part) to any other person without BNP Paribas’ written consent.
This document is not a recommendation to engage in any action, does not constitute or form any part of any offer to sell or issue and is not a solicitation of any offer to purchase any financial instrument, nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision. To the extent that any transaction is subsequently entered into between the recipient and BNP Paribas, such transaction will be entered into upon such terms as may be agreed by the parties in the relevant documentation.
The preferential rights, as described in this document, are granted to the existing shareholders of Gimv NV, Karel Oomsstraat 37, 2018 Antwerp, Belgium (“the Company”) and may only be exercised by the existing shareholders of the Company (or subsequent purchasers of the preferential rights) who can lawfully do so under any law applicable to them. The new shares to be issued upon exercise of the preferential rights may be offered only to holders of preferential rights to whom such offer can be lawfully made under any law applicable to those holders. The Company claims to have taken all necessary actions to ensure that preferential rights may lawfully be exercised by, and new shares to be issued upon the exercise of preferential rights may lawfully be offered to, the public (including shareholders of the Company and holders of preferential rights) in Belgium. The Company has not taken any action to permit any offering of preferential rights or new shares to be issued upon the exercise of preferential rights in any other jurisdiction outside of Belgium.
The scrips, as described in this document, and the new shares to be issued upon exercise of the scrips as a result of the scrips’ private placement, can be offered only in an accelerated bookbuild private placement to qualified investors in Belgium and by way of an exempt private placement in such other jurisdictions as shall be determined by the Company in consultation with the underwriters. These scrips, and new shares to be issued upon exercise of the scrips as a result of the scrips’ private placement, may not be offered to any other persons or in any other jurisdiction. Persons in possession of this document should always refer to the prospectus of the investments mentioned in this document for more complete information on possible selling restrictions. Because of these selling restrictions, any possible investors are advised to consult legal and tax counsel prior to making any offer, resale, pledge or transfer of the new shares, the preferential rights or the scrips described in this document.
The information contained in this document has been obtained from sources believed to be reliable, but there is no guarantee of the accuracy, completeness or suitability for any particular purpose of such information or that such information has been independently verified by BNP Paribas or by any person. None of BNP Paribas, its members, directors, officers, agents or employees accepts any responsibility or liability whatsoever or makes any representation or warranty, express or implied, as to the accuracy or completeness of the information, or any opinions based thereon, contained in this document and it should not be used in place of professional advice. Additional information may be provided on request, at our discretion. Any scenarios, assumptions, historical or simulated performances, indicative prices or examples of potential transactions or returns are included for illustrative purposes only. Past performance is not indicative of future results. Investors may get back less than they invested. BNP Paribas gives no assurance that any favourable scenarios described are likely to happen, that it is possible to trade on the terms described herein or that any potential returns illustrated can be achieved. This document is current as at the date of its production and BNP Paribas is under no obligation to update or keep current the information herein. In providing this document, BNP Paribas offers no investment, financial, legal, tax or any other type of advice to, and has no fiduciary duty towards, recipients. Certain strategies and/or potential transactions discussed in this document may involve the use of derivatives which may be complex in nature and may give rise to substantial risks, including the risk of total or partial loss of any investment or losses without limitation and which should only be undertaken by those with the requisite knowledge and experience. BNP Paribas makes no representation and gives no warranty as to the results to be obtained from any investment, strategy or transaction, or as to whether any strategy, security or transaction described herein may be suitable for recipients’ financial needs, circumstances or requirements. Recipients must make their own assessment of strategies, securities and/or potential transactions detailed herein, using such professional advisors as they deem appropriate. BNP Paribas accepts no liability for any direct or consequential losses arising from any action taken in connection with or reliance on the information contained in this document even where advised of the possibility of such losses.
As an investment bank with a wide range of activities BNP Paribas may face conflicts of interest and you should be aware that BNP Paribas and/or any of its affiliates may be long or short, for their own account or as agent, in investments, transactions or strategies referred to in this document or related products before the material is published to clients and that it may engage in transactions in a manner inconsistent with the views expressed in this document, either for their own account or for the account of their clients. Additionally, BNP Paribas may have acted as an investment banker or may have provided significant advice or investment services to companies or in relation to investments mentioned in this document. The information in this document is not intended for distribution to, or use by, any person or entity in any jurisdiction where (a) the distribution or use of such information would be contrary to law or regulations, or (b) BNP Paribas or a BNP Paribas affiliate would become subject to new or additional legal or regulatory requirements. Persons in possession of this document should inform themselves about possible legal restrictions and observe them accordingly.
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