Barconet N.V. (New) Barco N.V
Total Page:16
File Type:pdf, Size:1020Kb
DEMERGER OF BARCO N.V. INTO BARCONET N.V. (NEW) BARCO N.V. ADMISSION TO LISTING OF ALL SHARES AND VVPR STRIPS OF BARCONET N.V. AND (NEW) BARCO N.V. ON THE FIRST MARKET OF EURONEXT BRUSSELS On September 1, 2000, the Board of Directors of Barco N.V. ("Barco"), a Belgian public limited liability company, with registered office in Poperinge, Belgium, decided to propose to the shareholders of Barco to demerge the company into two new Belgian public limited liability companies, namely: · BarcoNet N.V. ("BarcoNet"), which will carry out the existing "Barco Communication Systems" activity of Barco and its subsidiaries ("Barco Group"), and · (new) Barco N.V. ("New Barco"), which will carry out the remaining business activities of Barco Group, and which will carry on the name "Barco". The demerger proposal will be submitted to an extraordinary shareholders' meeting of Barco to be held on October 20, 2000 or, if the required quorum shall not have been obtained for this meeting, to a subsequent extraordinary shareholders' meeting to be held on November 9, 2000. The demerger of Barco will be effective (the "Closing of the Demerger") upon approval of the demerger proposal and the incorporation of BarcoNet and New Barco by the shareholders of Barco representing at least 75 % of the votes validly cast at the aforementioned shareholders' meeting. Upon Closing of the Demerger, Barco will cease to exist. The demerger of Barco will for tax and accounting purposes, however, have retroactive effect as of July 1, 2000. Upon Closing of the Demerger, all the 12,410,479 outstanding shares of Barco will need to be exchanged into 24,820,958 new shares of BarcoNet and 12,410,479 new shares of New Barco. As a result, each holder of shares of Barco will receive two new shares of BarcoNet and one new share of New Barco per share of Barco. On the date of this prospectus, Barco's shares include 1,894,512 shares that can benefit from a reduced withholding tax rate ("verminderde voorheffing" / "précompte réduit" or "VVPR") on dividends of 15 % instead of 25 %. The tax advantage resulting from the VVPR status has been incorporated in VVPR strips that are listed separately on the First Market of Euronext Brussels. Barco is of the opinion that there are reasonable arguments to defend that the shares of Barco that can benefit from the reduced 15 % withholding tax, will not lose their VVPR status pursuant to the demerger of Barco. Upon Closing of the Demerger, therefore, all 1,894,512 VVPR strips of Barco will need to be exchanged into 3,789,024 VVPR strips of BarcoNet and 1,894,512 VVPR strips of New Barco. As a result, each holder of VVPR strips of Barco will receive two VVPR strips of BarcoNet and one VVPR strip of New Barco per VVPR strip of Barco. The shares and VVPR strips of Barco are currently traded on the First Market of Euronext Brussels under the symbol "BAR". Application has been made for the admission to listing of all of the shares and VPPR strips, including the shares and VVPR strips that will be issued upon exercise of warrants, options and convertible bonds, of BarcoNet and New Barco on the First Market of Euronext Brussels. The shares of BarcoNet and New Barco (together the "Shares") are expected to be admitted to listing on the First Market of Euronext Brussels under the symbols "BARN" and "BAR" respectively. The VVPR strips of BarcoNet and New Barco (together the "VVPR Strips") will be listed separately on the First Market of Euronext Brussels upon admission to listing of the Shares. Subject to approval by the Market Authority of Euronext Brussels, it is expected that on or about the first banking day following the Closing of the Demerger, the Shares, respectively VVPR Strips, will be listed jointly as a single unit under the symbol "BAR" of Barco, whereby each unit will represent two new shares, respectively two new VVPR strips of BarcoNet and one new share, respectively one new VVPR strip, of New Barco. Separate listing and trading of the shares, respectively VVPR strips, of BarcoNet and New Barco is expected to commence on or about the second banking day following the Closing of the Demerger. Prior to the listing of the Shares and VVPR Strips on the First Market of Euronext Brussels, there will be no public market for the Shares and VVPR Strips. ________________________________ This document is issued solely in connection with the admission to listing of the Shares and VVPR Strips on the First Market of Euronext Brussels upon Closing of the Demerger. It does not constitute, nor does it form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares or any other securities of Barco, BarcoNet or New Barco or any options thereon or rights therein, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract therefor. ________________________________ The listing of, and the trading and/or investing in, the Shares and VVPR Strips involve risks that are described in the "Risk Factors" section beginning on page 19 of this prospectus. ________________________________ Organized by the Joint Global Coordinators: Petercam Robertson Stephens International With the Cooperating Banks: Bank Degroof Bank Brussels Lambert Fortis Bank KBC Bank / CBC Banque On October 6, 2000, the Belgian Banking and Finance Commission for ("Commissie voor het Bank- en Financiewezen" / "Commission Bancaire et Financière" or "CBF") approved this prospectus in respect of the admission to listing of the Shares and VVPR Strips on the First Market of Euronext Brussels, by virtue of article 29ter §1 of the Belgian Royal Decree No. 185 of July 9, 1935, as amended. The approval of this prospectus does not imply any judgment by the Belgian Banking and Finance Commission on the merits or the quality of the transaction, and neither does it render any judgment on the position of the persons realizing the transaction. The notice prescribed by article 29 §1 of the aforementioned Royal Decree has been published in the Belgian press. The admission to listing of the Shares and VVPR Strips on the First Market of Euronext Brussels and this prospectus have not otherwise been notified, or submitted for approval, to any supervisory authority outside Belgium. This prospectus may therefore not be distributed to the public outside Belgium and no steps may be taken that would constitute, or result in, a public offering of the Shares and VVPR Strips outside Belgium. Date of this prospectus: October 6, 2000 LEGENDS AND DISCLAIMERS Disclaimers No dealer, salesperson or other person has been authorized to give any information or to make any representation not contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized in any way whatsoever. Statements herein are made as of the date hereof. Without prejudice to applicable laws requiring supplements to this prospectus under certain circumstances, neither the delivery, nor the subsequent admission to listing of the Shares and VVPR Strips on the First Market of Euronext Brussels, shall under any circumstance create an implication that there has been no change in the affairs of Barco, BarcoNet or New Barco since the date hereof or that the material information contained herein is correct as of any time subsequent to the date thereof. Restrictions The distribution of this prospectus and the offer or sale of the Shares and VVPR Strips subsequent to the admission to listing on the First Market of Euronext Brussels, if any, may be restricted by law in certain jurisdictions. Neither Barco, BarcoNet and New Barco, nor the Joint Global Coordinators represent that this prospectus may be lawfully distributed, or that the Shares and VVPR Strips may be lawfully offered, in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assume any responsibility for facilitating such distribution or offering. Accordingly, the Shares and VVPR Strips may not be offered or sold, directly or indirectly, and neither this prospectus nor any advertisement or other material may be distributed or published, in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Shares and VVPR Strips to any person in any jurisdiction in which it is unlawful to make such offer or solicitation to such person. Persons in whose possession this prospectus or any Shares and VVPR Strips come, must inform themselves about, and observe, any such restrictions. This prospectus may not be supplied to the public in any jurisdiction outside Belgium in which any registration, qualification or other requirements exist or would exist in respect of the admission to listing of the Shares and VVPR Strips on the First Market of Euronext Brussels or any (public) offering of the Shares and VVPR Strips and, in particular, may not be distributed to the public in the United States, Canada, Japan and the United Kingdom. Any failure to comply with these restrictions may constitute a violation of U.S., Canadian, Japanese or U.K. securities laws or the securities regulations of other jurisdictions. The admission to listing of the Shares and VVPR Strips on the First Market of Euronext Brussels occurs outside the United States in reliance on Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act").