Simultaneous and automatic implementation of the RSS
The RSS will be carried out simultaneously for all outstanding shares of the Company, so that after the completion of the RSS each new share shall represent the same fraction of the Company's share capital. All new shares after the completion of the RSS shall have the same rights and benefits and shall rank pari passu in all respects, including as to entitlements to dividends.
The RSS will not affect the form of the outstanding shares (dematerialised or registered) and the outstanding registered and dematerialised shares will be processed separately. The RSS will be implemented automatically, without the need for shareholders to take any steps whatsoever.
Consolidation and sale of fractions of new shares resulting from the RSS
The RSS might give rise to the appearance of fractions if a shareholder does not hold a number of existing shares which corresponds to a multiple of ten (10). In this case, the number of new shares held by that shareholder will be rounded down to the lower whole number.
Any fractions of shares which might appear shall be consolidated by BNP Paribas Fortis, mandated by the Company for this transaction, which will be responsible between 20 June 2016 and 1 July 2016, or any later date if that should prove necessary, for selling the new shares resulting from the consolidation of fractions on the market (Euronext Brussels).
A shareholder who does not hold a number of existing shares corresponding to a multiple of ten (10), may opt to do the following:
The net proceeds of the sale of the consolidated shares will be distributed in cash on a pro rata basis to the holders of existing shares that did not have a number of existing shares corresponding to a multiple of ten (10) within one month as from the closing of the aforementioned sale, provided that the net proceeds shall not be less than one euro cent (EUR 0.01) per old share. If net proceeds are less or cannot be distributed on a pro rate basis as aforementioned, these shall accrue to the Company. The Company is unable to anticipate the sales price of the sale of the consolidated shares and therefore cannot estimate the proceeds of such sale.
Additional information with respect to the RSS is available in the form of FAQs that can be accessed on the website of the Company via the following link:
Admission to the trading of the new shares does not require the publication of a prospectus, under Article 18, §2, b) of the Belgian Act of 16 June 2006 on the public offering of securities and the admission of securities to be traded on a regulated market. As a consequence, no prospectus has been submitted to the FSMA and none will be published.
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For further information:
Anthony Simms Group Manager Investor Relations T: +41 44 745 8157 M: +41 79 722 2152 E:
Greg Morsbach Group Manager Corporate Communications T: +41 44 745 8295 M: +41 79 719 2342 E: email@example.com
The full press release can be downloaded from the following link: