Public announcement in accordance with article 7

97, §4/1 of the Belgian Companies and Associations Code (“BCAC”) concerning a capital increase by contribution in kind

Press release
Brussels, 29 March 2024
Regulated information – Inside information

Public announcement in accordance with article 7:97, §4/1 of the Belgian Companies and Associations Code (“BCAC”) concerning a capital increase by contribution in kind

On 20 November 2023, Orange Belgium SA (the “Company”) received notification from Nethys SA (“Nethys”) of its wish to contribute its 25% + 1 shareholding in VOO Holding SA (“VOO”) to the capital of the Company, provided that such contribution results in Nethys holding at least 11% of the Company's share capital (after contribution), pursuant to the provisions of the shareholders' agreement entered into by and between the Company, Atlas Services Belgium SA (“ASB”) and Nethys on 2 June 2023.

Nethys can be considered a “related” party to the Company within the meaning of the IAS standards, as it has significant influence over VOO within the meaning of IAS and VOO is part of the group to which the Company belongs.

Date and value of the planned transaction

Subject to the approval of the extraordinary general meeting scheduled for 2 May 2024, the contribution will be made on that date. It consists of 559,901,637 outstanding class B shares issued by VOO (the “Contributed Shares”) (i.e. 557,941,104 class B shares issued on 30 May 2023 and 1,960.533 class B shares to be issued on 30 April 2024), free of all encumbrances and with all rights attaching thereto (including the right to the full amount of any dividends which may be attributed to such shares in respect of the financial year ending 31 December 2023 and the current financial year which commenced on 1 January 2024).

On the basis of the valuations of the Company and the Contributed Shares, an equity value of the Company of EUR 1,229,783,798 and a value of the Contributed Shares of EUR 153,196,833 have been retained by the Company and Nethys. Consequently, in exchange for the Contributed Shares, new shares of the Company will be issued (hereinafter referred to as the “New Shares”) at a total issue price of EUR 153,196,833 (including the share premium), i.e. an amount of EUR 20.52 (rounded) per New Share (including the share premium of EUR 18.32 (rounded) per share). Fractions of shares will be rounded down. Following the capital increase, Nethys will hold a total of 7,467,448 shares in the Company, representing 11.08% of the share capital.