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ANNUAL REPORT 2007 | 2008 - Gimv

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<strong>ANNUAL</strong> <strong>REPORT</strong> <strong>2007</strong> | <strong>2008</strong>


TABLE OF<br />

CONTENTS<br />

Table of contents Cover<br />

Key fi gures Cover<br />

Portfolio and equity Cover<br />

<strong>Gimv</strong> at a glance 1<br />

Interview with the Chairman and CEO 2<br />

Highlights of <strong>2007</strong>-<strong>2008</strong> 4<br />

Operating and fi nancial report 6<br />

Structure 8<br />

Strategy 9<br />

Market analysis 10<br />

Results 14<br />

Valuation at <strong>Gimv</strong> 18<br />

Buy-outs and growth capital 20<br />

Corporate Investment Belgium 21<br />

Corporate Investment Netherlands 28<br />

Corporate Investment Germany 33<br />

Corporate Investment France 36<br />

Venture capital 40<br />

Information & Communication Technology 40<br />

Life Sciences 48<br />

Cleantech 55<br />

Infrastructure 56<br />

Human resources and responsible corporate behaviour 58<br />

Management, corporate governance and shareholders 64<br />

Management 66<br />

Corporate governance 72<br />

Capital 72<br />

Board of Directors 74<br />

Committees 76<br />

Composition and remuneration of day-to-day management 77<br />

Exit bonus plan 79<br />

Co-investment companies 79<br />

Auditing of <strong>Gimv</strong> 80<br />

The Code of Conduct 80<br />

Corporate governance score 80<br />

Departures from the Lippens Code 81<br />

Shareholders 84<br />

General share information 84<br />

Share price – evolution over the past fi ve years 84<br />

Share price – evolution over <strong>2007</strong>-<strong>2008</strong> 85<br />

<strong>Gimv</strong> share performance vs. indexes 86<br />

Distribution of available profi t 86<br />

Dividend policy 87<br />

Shareholder structure 88<br />

Shareholder and investor relations 88<br />

Financial calendar 89<br />

Contact data Investor Relations 89<br />

Consolidated fi nancial statements 90<br />

Introduction 93<br />

Limited consolidation 94<br />

Statutory consolidation 105<br />

Unconsolidated fi nancial statements 152<br />

Glossary 155<br />

Contact information and fi nancial calendar 156


KEY FIGURES<br />

LIMITED CONSOLIDATION<br />

31/03/08 31/03/07 31/12/05<br />

CONSOLIDATED FINANCIAL STATEMENTS (LIMITED CONSOLIDATION) (IN EUR 000)<br />

Equity (attributable to equity holders of the parent company) 1 327 554 1 278 526 1 111 094<br />

Portfolio (fi nancial assets valued at fair value through P&L + loans to companies in<br />

the investment portfolio)<br />

848 144 820 751 664 269<br />

Cash and cash equivalents 512 524 445 608 472 009<br />

Net cash and cash equivalents1 512 524 445 608 472 009<br />

Balance sheet total 1 393 986 1 327 425 1 164 018<br />

Net profi t (attributable to equity holders of the parent company) 161 432 249 319 171 863<br />

Total gross dividend 101 047 96 952 81 888<br />

Investments on portfolio level (own balance sheet) 234 936 192 122 103 922<br />

Investments on portfolio (including funds under management) 304 636 226 331 121 011<br />

Divestments on portfolio level (own balance sheet) 380 665 272 385 328 893<br />

Divestments on portfolio level (including funds under management) 476 315 315 167 334 251<br />

Number of employees 83 74 75<br />

KEY FIGURES PER SHARE (IN EUR)<br />

Equity (attributable to equity holders of the parent company) 57.28 55.17 47.94<br />

Net profi t (attributable to equity holders of the parent company) 6.97 10.76 7.42<br />

Diluted net profi t (attributable to equity holders of the parent company) 2 6.97 10.76 7.42<br />

Gross dividend 4.36 4.1833 3.5333<br />

Share price (on the closing date of the fi nancial year) 47.75 48.10 44.80<br />

Total number of shares (on the closing date of the fi nancial year)<br />

RATIO’S<br />

23 176 005 23 176 005 23 176 005<br />

Pay-out ratio3 62.6% 38.9% 47.6%<br />

Return on equity 4 12.6% 18.0% 17.0%<br />

Return on portfolio5 22.3% 33.5% 26.2%<br />

Premium (+) / discount (-) on equity6 -16.6% -12.8% -6.5%<br />

1 Cash and cash equivalents less long and short-term fi nancial liabilities<br />

2 On the assumption that all options / warrants that are in the money at the end of the period will be exercised<br />

3 Total gross dividend / net profi t (attributable to equity holders of the parent company)<br />

4 Net profi t (attributable to equity holders of the parent company) / equity (attributable to equity holders of the parent company – at start of year).<br />

5 (Realised capital gains + unrealised capital gains on fi nancial fi xed assets + dividends + management fees + turnover) / portfolio at start of year<br />

6 (Equity per share - share price) / Equity per share<br />

Comment for the reader - the decimal character in numbers is a full stop; thousands are separated by a space.


PORTFOLIO<br />

AND EQUITY<br />

EQUITY (LIMITED CONSOLIDATION)<br />

Financial assets valued at fair value through P&L (I) 737 935<br />

of which listed shareholdings<br />

Company Bloombergsymbol<br />

Shareholding<br />

in %<br />

Shareholding in<br />

no. of shares<br />

Bid price in local<br />

currency<br />

Value<br />

(in EUR 000)<br />

Ablynx 1 ABLX BB 10.2% 3 703 483 5.70 20 751<br />

Alfacam ALFA BB 3.2% 255 282 12.30 3 140<br />

Avalon Pharmaceuticals AVRX US 5.3% 891 607 2.26 1 274<br />

Barco BAR BB 9.9% 1 249 921 45.35 56 684<br />

Evotec EVT GR 0.5% 360 238 1.70 612<br />

Galapagos GLPG BB 0.4% 87 940 5.91 520<br />

Innate Pharma IPH FP 7.6% 1 925 020 2.03 3 908<br />

LivePerson LPSN US 1.3% 644 323 3.05 1 243<br />

Memory Pharmaceuticals MEMY US 1.4% 1 051 628 0.48 319<br />

Metris MTRS BB 4.5% 563 261 8.95 5 041<br />

Metris warrants - - 425 890 1.64 698<br />

Santhera Pharmaceuticals SANN SW 5.0% 156 192 69.10 6 858<br />

Telenet TNET BB 1.3% 1 415 344 14.00 19 815<br />

Thrombogenics THR BB 0.2% 40 000 7.30 292<br />

Torreypines Therapeutics TPTX US 11.0% 1 738 179 1.36 1 495<br />

Total listed shareholdings 122 650<br />

Loans to companies in the investment portfolio (II) 110 209<br />

Total portfolio (I + II) 848 144<br />

Other assets net of commitments (III) 501 120<br />

Minority interests (IV) 21 710<br />

Equity (attributable to equity holders of the parent company) (I + II + III - IV) 1 327 554<br />

1 Value of Ablynx shares adjusted before lock-up period


GIMV AT A GLANCE<br />

AN ACTIVE INVESTOR (2000-<strong>2008</strong> * )<br />

INVESTMENTS<br />

EUR 1.4 billion invested<br />

in 179 new shareholdings<br />

* until 31 March <strong>2008</strong><br />

DIVESTMENTS<br />

EUR 1.85 billion divested<br />

with 138 exits, 19 IPOs


INTERVIEW WITH<br />

THE CHAIRMAN<br />

AND CEO<br />

2 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Interview<br />

Chairman Herman Daems (left)<br />

and CEO Dirk Boogmans


Strong performance and expansion<br />

in an uncertain economic climate<br />

How did <strong>Gimv</strong> perform in a year for which the US<br />

credit crisis marked the pivot point? Chairman<br />

Herman Daems and CEO Dirk Boogmans point<br />

out that <strong>Gimv</strong> has experienced hardly any negative<br />

infl uence from this new economic situation. <strong>Gimv</strong><br />

remains a solid top player with a well distributed<br />

portfolio, experienced investment teams and a<br />

highly profi table long-term strategy. On top of this<br />

the successful internationalization of its activities is<br />

offering attractive prospects.<br />

The consequences of the credit crisis are still working<br />

through the markets. What infl uence has <strong>Gimv</strong><br />

experienced?<br />

Herman Daems - In the fi rst half of the <strong>2007</strong> there was still strong<br />

upward movement in the economy. The pivot point came in summer<br />

<strong>2007</strong> when the credit crisis hit and dragged markets down. It was<br />

primarily the megabuy-outs from EUR 1 billion upwards which ran<br />

into a headwind. The <strong>2007</strong> credit crisis scarecely impacted <strong>Gimv</strong>.<br />

Dirk Boogmans - If we look at the investments we made, we see<br />

that the investment volume has even risen slightly. The markets in<br />

which <strong>Gimv</strong> operates are continuing to perform well. In divestments<br />

too we can present outstanding results.<br />

Has <strong>Gimv</strong> been able to hold its position in terms of<br />

performance?<br />

Herman Daems - Recent fi gures from the European Private Equity<br />

and Venture Capital Association (EVCA) show incontrovertibly that<br />

<strong>Gimv</strong> is among the 25 percent of strongest players on the market,<br />

and that for 25 years now. These methodologically well-founded<br />

data are based on a comparison of 1 215 European funds. The most<br />

recent fi gures also confi rm that <strong>Gimv</strong> is continuing this long-term<br />

trend. The past fi nancial year was another good year.<br />

Dirk Boogmans - We should point out here that <strong>Gimv</strong>’s portfolio is<br />

structurally sound. The falls in market values are offset by higher<br />

EBITDAs at our companies. Around two thirds of the value creation<br />

comes from the increase in EBITDA. This result was achieved<br />

despite the strong cash position, which will become even stronger<br />

in the long term. <strong>Gimv</strong> is also allowing its shareholders to share in<br />

its results with an attractive dividend.<br />

<strong>Gimv</strong> has expanded its fi eld of action. How do these new<br />

activities relate to the core ones?<br />

Herman Daems - The extension is in three areas: infrastructure,<br />

cleantech and growth capital. For infrastructure investments <strong>Gimv</strong><br />

has recruited experienced experts. Together with Dexia, <strong>Gimv</strong> has<br />

set up DG Infra+, a new unlisted fund that focuses on infrastructure<br />

and real estate projects. Together we are aiming at a fund size of<br />

around EUR 150 million.<br />

Dirk Boogmans - In an extension of its core activities, <strong>Gimv</strong> is also<br />

concentrating on the large potential that exists in cleantech. The<br />

Corporate Investment Belgium team has also been strengthened to<br />

enable <strong>Gimv</strong> to play a more active role on the growth capital market.<br />

This extension is taking place in a carefully controlled fashion, starting<br />

each time from our existing skills and maintaining our focus in<br />

each of our activities.<br />

In 2006, <strong>Gimv</strong> was gearing up for further international<br />

expansion. How far was this achieved in <strong>2007</strong>?<br />

Herman Daems - <strong>Gimv</strong> has been working on its international expansion<br />

for some time now. A good example is the continued internationalization<br />

of our ICT activities in various European countries.<br />

<strong>Gimv</strong> has signifi cantly strengthened its presence in France. We have<br />

opened an offi ce in Paris with a local investment team for the local<br />

buy-out market. A cooperation agreement with Pragma Capital also<br />

ensures us of additional support.<br />

For our ICT activities we have also recruited a local investment manager.<br />

We already had considerable expertise in the French market,<br />

with shareholdings in French ICT and life science companies and<br />

various buy-outs. In Germany we can announce the successful<br />

closing of the Halder-<strong>Gimv</strong> Germany II fund. As with the fi rst fund,<br />

the emphasis will be on management buy-outs of medium-sized<br />

German companies.<br />

Dirk Boogmans - We have also been pretty active in Central and<br />

Eastern Europe. With KBC Private Equity we have concluded a<br />

partnership in order to further develop the Russian market. The<br />

partners will concentrate on investments in fast-growing economic<br />

sectors. The cooperation runs via a new company, Eagle Capital<br />

Partners, which is acting as investment consultant.<br />

<strong>Gimv</strong>’s employee count has grown sharply over the past<br />

fi nancial year. What comments would you like to make<br />

here?<br />

Herman Daems - <strong>Gimv</strong>’s employee count has risen by around<br />

10 percent, which is a pretty strong rise. The integration of the<br />

newcomers has been excellent. Let me take this opportunity to<br />

express my great appreciation for all our employees. They have<br />

made possible <strong>Gimv</strong>’s strong results.<br />

I would like also to mention the hard work of Professor Christine Van<br />

Broeckhoven, who has retired as an independent director. I would<br />

also like to thank our departing CEO Dirk Boogmans for his many<br />

years of commitment to our company. Dirk has been one of the driving<br />

forces behind <strong>Gimv</strong>’s success. On behalf of all <strong>Gimv</strong> employees<br />

and the Board of Directors I wish him all the very best.<br />

In April <strong>2007</strong> our former chairman Raynier van Outryve d’Ydewalle<br />

passed away. Not only was he one of <strong>Gimv</strong>’s founders, but throughout<br />

his long career he was a great source of inspiration for the<br />

expansion of the company.<br />

| 3


HIGHLIGHTS OF<br />

<strong>2007</strong>-<strong>2008</strong><br />

RECORD NUMBER OF DIVESTMENTS,<br />

INVESTMENT RHYTHM REMAINS STRONG<br />

Sale of HOLONITE, a Dutch<br />

producer of prefabricated<br />

building elements<br />

<strong>Gimv</strong> commits EUR 30 million<br />

to the CLEANTECH FUND<br />

of Swiss-based Emerald<br />

Technology Ventures and<br />

concludes a partnership for<br />

building its own cleantech<br />

business unit<br />

Israeli early stage technology<br />

company OREE is <strong>Gimv</strong>’s fi rst<br />

co-investment with Genesis<br />

Partners<br />

Exit from Germany interior<br />

door manufacturer PRÜM-<br />

GARANT (Halder-<strong>Gimv</strong><br />

Germany Fund)<br />

ALFACAM, Europe’s largest<br />

supplier of outdoor HDTV<br />

services, is introduced on<br />

Euronext Brussels<br />

German company GEKA<br />

BRUSH is acquired in a<br />

management buy-out (Halder-<br />

<strong>Gimv</strong> Germany Fund)<br />

4 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Highlights<br />

ACTECH is <strong>Gimv</strong>’s second<br />

German MBO in <strong>2007</strong><br />

(Halder-<strong>Gimv</strong> Germany Fund)<br />

KRONOS acquires <strong>Gimv</strong>’s ICT<br />

shareholding in Captor<br />

Voith Turbo becomes the<br />

new owner of turbo<br />

gears specialist BHS<br />

GETRIEBE (Halder-<strong>Gimv</strong><br />

Germany Fund)<br />

Liberty Global strengthens<br />

its position in TELENET by<br />

exercising a call option on,<br />

among others, a package of<br />

shares held by <strong>Gimv</strong><br />

APRIL JUNE AUGUST<br />

<strong>Gimv</strong> increases its holding in<br />

Dutch press agency ANP<br />

MAY JULY SEPTEMBER<br />

<strong>Gimv</strong> sells DTS, France’s<br />

market leader in safety lighting.<br />

Wallpaper manufacturer<br />

GRANDECO comes into <strong>Gimv</strong>’s<br />

hands via a management<br />

buy-out<br />

<strong>Gimv</strong> takes a majority<br />

shareholding in ACERTYS<br />

GROUP, which sells and<br />

distributes medical apparatus<br />

and consumer goods<br />

<strong>Gimv</strong> sells its shareholding<br />

in deep-frozen vegetable<br />

producer DUJARDIN FOODS<br />

The listed ICT group<br />

Sopra extends its product<br />

range by acquiring<br />

BUSINESS ARCHITECTS<br />

INTERNATIONAL<br />

Dutch company BEVER<br />

ZWERFSPORT is acquired by<br />

its Belgian opposite number<br />

AS Adventure


In <strong>2007</strong>-<strong>2008</strong> <strong>Gimv</strong> realised 10 new investments and 11 complete divestments<br />

2 <strong>Gimv</strong> portfolio companies went public<br />

ALUKON, a supplier of<br />

aluminium roller blinds and<br />

doors, is added to the German<br />

portfolio (Halder-<strong>Gimv</strong><br />

Germany Fund)<br />

<strong>Gimv</strong> acquires a majority<br />

interest in LE COBOURG, a<br />

fast-growing Belgian producer<br />

of salad pastes<br />

<strong>Gimv</strong> opens an offi ce in<br />

FRANCE and concludes a<br />

partnership with Pragma<br />

Capital.<br />

<strong>Gimv</strong> sells its holding in<br />

GEVEKE to ABN Amro<br />

Participaties<br />

<strong>Gimv</strong> and KBC Private Equity<br />

sign partnership to invest in<br />

RUSSIA<br />

Road-builder VERHAEREN<br />

brings in <strong>Gimv</strong> to help it grow<br />

further<br />

<strong>Gimv</strong> expands it technology<br />

territory with participation in<br />

a JAPANESE venture capital<br />

fund<br />

OCTOBER DECEMBER FEBRUARI<br />

NOVEMBER JANUARY MARCH<br />

<strong>Gimv</strong> becomes the principal<br />

shareholder of Dutch industrial<br />

service company NUMAC<br />

GROUP<br />

<strong>Gimv</strong> takes a majority holding<br />

in chicken processor LINTOR-<br />

VERBINNEN<br />

Dexia and <strong>Gimv</strong> launch the DG<br />

INFRA+ infrastructure fund<br />

Dutch fashion chain TERSTAL<br />

joins the <strong>Gimv</strong> portfolio<br />

ABLYNX becomes the biggest<br />

biotech IPO ever on Euronext<br />

Brussels<br />

Start-up MOVEA strengthens<br />

the French ICT portfolio<br />

VAG ARMATUREN decides to<br />

grow with <strong>Gimv</strong> (Halder-<strong>Gimv</strong><br />

Germany Fund).<br />

HEBU hydraulic components<br />

retailer sold to supplier Manuli<br />

Successful closing of<br />

HALDER-GIMV GERMANY II<br />

fund at EUR 325 million.<br />

Belgian renewable energy<br />

company ELECTRAWINDS is<br />

DG Infra+’s fi rst investment<br />

| 5


OPERATING<br />

AND FINANCIAL<br />

<strong>REPORT</strong>


Structure | 08<br />

Strategy | 09<br />

Market analysis | 10<br />

Results | 14<br />

Valuation at <strong>Gimv</strong> | 18<br />

Buy-outs and growth capital | 20<br />

Venture capital | 40<br />

Infrastructure | 56<br />

• FUNDS • SHAREHOLDINGS<br />

OVER 27 YEARS GIMV<br />

HAS CONCLUDED MANY<br />

PARTNERSHIPS WITH TOP<br />

COMPANIES AND HELPED<br />

THEM SUCCESSFULLY<br />

REALIZE THEIR STRATEGIC<br />

PLANS.


STRUCTURE<br />

<strong>Gimv</strong>’s structure has three cornerstones: Balanced and diversifi ed portfolio<br />

1 <strong>Gimv</strong> invests in management buy-outs and growth capital of<br />

companies in traditional sectors. Four local teams – Corporate<br />

Investment Belgium, Corporate Investment Netherlands,<br />

Corporate Investment Germany and Corporate Investment<br />

France – concentrate on these activities.<br />

2. In sectors of the future <strong>Gimv</strong> invests in information and communication<br />

technology (ICT), life sciences and environmentally-friendly<br />

technology (Cleantech). Each of these sectors<br />

has its own specialist team.<br />

3. For growth capital investments in Central and Eastern Europe<br />

<strong>Gimv</strong> has set up a joint venture with KBC Private Equity. For<br />

infrastructure products <strong>Gimv</strong> invests together with Dexia via<br />

DG Infra+. <strong>Gimv</strong> is also backed by a strong international<br />

network thanks to investments in specialist partnerships like<br />

CapMan (Scandinavia), Lyceum Capital (United Kingdom)<br />

and FinTech <strong>Gimv</strong> Fund (Japan).<br />

Belgium<br />

Management<br />

buy-outs and<br />

growth capital<br />

Germany<br />

(Halder)<br />

8 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report<br />

1<br />

Netherlands<br />

(Halder)<br />

France<br />

ICT<br />

As an active partner and coach, <strong>Gimv</strong> contributes know-how<br />

and experience to the approximately 100 companies in its<br />

portfolio, reinforcing and supporting their growth. Respecting<br />

local cultures and businesses, <strong>Gimv</strong> has local experts in its four<br />

offi ces in Antwerp, The Hague, Frankfurt and Paris.<br />

A diversifi ed and balanced portfolio<br />

Financial assets of EUR 848.1 million<br />

Buy-outs<br />

and growth capital<br />

62.7%<br />

<strong>Gimv</strong><br />

2<br />

Venture capital<br />

Life<br />

Sciences<br />

Infrastructure<br />

0.3%<br />

Cleantech<br />

Central &<br />

Eastern Europe<br />

3<br />

Other activities<br />

Infrastructure<br />

(DG Infra+)<br />

ICT 19.6%<br />

Life sciences 16.5% 16<br />

Cleantech 0.9%<br />

Other fund<br />

investments


STRATEGY<br />

<strong>Gimv</strong> is an independent, listed investment company which<br />

operates in private equity and venture capital, mainly on the<br />

European market.<br />

<strong>Gimv</strong>’s ambition is to create added value by investing in promising<br />

small to medium-sized companies and to actively accompany<br />

and support these companies as a professional and<br />

experienced partner in their growth, expansion, operational<br />

improvement and fi nancial optimization. <strong>Gimv</strong> can take shareholdings<br />

in companies with enterprise values of up to around<br />

EUR 125 million.<br />

<strong>Gimv</strong> wants to fulfi l this ambition in two core activities:<br />

<strong>Gimv</strong>’s local buy-out teams are concentrating on companies in<br />

more traditional sectors in Belgium, the Netherlands, France<br />

and Germany. In Belgium <strong>Gimv</strong> also provides growth capital to<br />

companies wanting to speed up their growth.<br />

In the venture capital fi eld, <strong>Gimv</strong> provides venture capital to<br />

starters from a focus on sector specialization, investing in companies<br />

in ICT, life sciences and cleantech, at every phase of<br />

development.<br />

Whilst retaining its strong position in its key markets, <strong>Gimv</strong> wants<br />

to grow and expand in a private equity market characterized by<br />

ever increasing internationalization, competition and specialization.<br />

This was one reason for <strong>Gimv</strong>’s opening its own offi ce<br />

in France. For investments in the Russian market, <strong>Gimv</strong> has<br />

entered into a joint venture with KBC Private Equity. In terms<br />

of sectors, <strong>Gimv</strong> has extended its venture capital activities to<br />

include cleantech and launched the DG Infra+ infrastructure<br />

fund in partnership with Dexia.<br />

<strong>Gimv</strong> invests to a large extent with its own balance sheet assets.<br />

<strong>Gimv</strong>’s strong cash position permits strong growth in the coming<br />

years, in both its original and in new activities. The extensive<br />

experience and high degree of specialization and professionalism<br />

of <strong>Gimv</strong> employees, combined with a continuing thrust<br />

towards innovation and exploring new opportunities, form a<br />

strong basis for further ambitious growth.<br />

<strong>Gimv</strong> manages as an active partner an extensive portfolio of<br />

geographically and sectorally diversifi ed private equity investments.<br />

The capital gains that <strong>Gimv</strong> is able to realize benefi t all<br />

its investors through the company’s consistent dividend policy<br />

and its equity growth.<br />

In its 27 years of existence, <strong>Gimv</strong> has achieved an average annual<br />

return of over 13 percent. This impressive performance<br />

makes <strong>Gimv</strong> one of the 25 percent best players in its market.<br />

<strong>Gimv</strong>’s target for the future remains a minimum return of<br />

13 percent.<br />

The presence of the Vlaamse Participatiemaatschappij as a reference<br />

shareholder (27 percent) guarantees <strong>Gimv</strong>’s continued<br />

independence and its long-term strategy.<br />

| 9


MARKET<br />

ANALYSIS<br />

The European private equity market before and<br />

after the start of the credit crisis<br />

Mergers and acquisitions (M&A)<br />

The trend data clearly divide the past year into two very contrasting<br />

periods: that before and that after the credit crisis. Whilst in<br />

the fi rst half of the year the European M&A market exhibited a<br />

previously unseen dynamism (+ 28 percent year on year), this<br />

market changed totally at the start of August. Even so, <strong>2007</strong> was<br />

a record year, with EUR 1 022 billion of transactions, giving a<br />

modest 2.3 percent growth on an annual basis.<br />

All in all the average transaction volume also remained stable at<br />

EUR 161 million. Obviously here again there were large differences<br />

between the two halves of the year, with a small number<br />

500000<br />

450000<br />

400 000<br />

350 000<br />

300 000<br />

250 000<br />

200000<br />

150000<br />

100 000<br />

50 000<br />

0<br />

Q1<br />

2003<br />

Q2<br />

2003<br />

Q3<br />

2003<br />

Q4<br />

2003<br />

Q1<br />

2004<br />

Q2<br />

2004<br />

Q3<br />

2004<br />

M&A-activity in Europe<br />

(in EUR million)<br />

Q4<br />

2004<br />

Q1<br />

2005<br />

Q2<br />

2005<br />

Q3<br />

2005<br />

10 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report<br />

Q4<br />

2005<br />

Q1<br />

2006<br />

Q2<br />

2006<br />

Q3<br />

2006<br />

of already announced megatransactions just before the outbreak<br />

of the credit crisis. More surprising is the strong growth recorded<br />

again in the fi rst quarter of <strong>2008</strong>, driven this time by renewed<br />

activity by industrial players. In this same quarter, private equity<br />

players represent the lowest portion of M&A activity for the past<br />

three years. Research bureau Dealogic estimates their share in<br />

the fi rst quarter of <strong>2008</strong> at around 7 percent of total transaction<br />

volume, compared with approximately one fi fth of all transactions<br />

during the past two years.<br />

Private equity<br />

Compared with earlier years, the past year was a very good one<br />

for the European private equity industry. However, provisional<br />

fi gures suggest that the records of 2006 will not be beaten.<br />

Q4<br />

2006<br />

Q1<br />

<strong>2007</strong><br />

Q2<br />

<strong>2007</strong><br />

Q3<br />

<strong>2007</strong><br />

Q4<br />

<strong>2007</strong><br />

Q1<br />

<strong>2008</strong><br />

300<br />

270<br />

240<br />

210<br />

180<br />

150<br />

120<br />

90<br />

60<br />

30<br />

All European M&A<br />

European Mid Market M&A<br />

Average transaction value all<br />

European M&A (right scale)<br />

Average transaction size<br />

European Mid Market M&A<br />

(right scale)<br />

0 Source | Mergermarket


Fundraising<br />

Provisional fi gures from the European Private Equity and Venture<br />

Capital Association (EVCA) show that total fundraising in <strong>2007</strong><br />

amounted to EUR 74.3 billion, which is one third less than the<br />

record fi gure reached in 2006 (EUR 112.3 billion), but still higher<br />

than the 2005 fi gure of EUR 71.4 billion. Striking here is the lack<br />

of any major difference in amounts raised in the fi rst and second<br />

halves. This clearly indicates that the fundraising cycle was independent<br />

from the credit crisis and that private equity has grown<br />

into a fully-fl edged asset class with its own dynamism.<br />

As in earlier years a handful of players dominated the market. No<br />

less than 13 funds each raised over EUR 1 billion in capital, representing<br />

53 percent of total fundraising. The bulk of this money<br />

went to buy-out funds (87 percent compared with 82.8 percent in<br />

2006). Just over 8 percent went to venture capital funds, almost<br />

halving last year’s amount (15.5 percent).<br />

Sector specialist Private Equity Intelligence estimates that right<br />

now 340 European private equity funds are trying to raise no<br />

less than USD 70 billion of fresh money. Given the growing share<br />

of private equity in institutional investor portfolios, it is probable<br />

that in <strong>2008</strong> substantial amounts of money will again be raised.<br />

Only in the immediate future, depending on how the credit market<br />

evolves, more attention may well be paid from the investor side to<br />

mezzanine funds and funds specializing in ‘special situations’.<br />

Investments<br />

Provisional investment fi gures for <strong>2007</strong> come out at EUR 68.3 billion,<br />

putting an end to a run of record years. Based on the fi nal<br />

fi gures EVCA nonetheless expects that the record level of 2006<br />

will still be beaten. Based on the quarterly fi gures published by<br />

Unquote/Private Equity Insight it appears that since the third<br />

quarter the credit crisis has had a clear negative impact on total<br />

transaction volume and that this negative trend has continued<br />

unabated in the fi rst quarter of <strong>2008</strong>. Given the continuing problems<br />

faced by fi nancial institutions and the deteriorating economic<br />

prospects, it is unlikely that this situation will improve in the short<br />

term. In addition, after the bursting of a bubble it is always sellers<br />

that are the last to adapt to the new reality that their enterprises<br />

are worth a good deal less than nine to twelve months before. It<br />

comes therefore as no surprise that there are fewer transactions<br />

in the market in the wake of a crisis.<br />

120 000<br />

100 000<br />

80 000<br />

60 000<br />

40 000<br />

20 000<br />

0<br />

Funds raised and private equity investments in<br />

Europe (in EUR million – preliminary fi gures for <strong>2007</strong>)<br />

Buy-outs<br />

1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 <strong>2007</strong><br />

With EUR 56.8 billion or 83 percent of the total invested amount,<br />

compared with EUR 53.9 billion in 2006, the share of buy-outs<br />

again reached an absolute record, despite the credit crisis. Here<br />

again the annual fi gures give a somewhat distorted image. The<br />

quarterly fi gures show that total transaction value has considerably<br />

reduced since the third quarter of <strong>2007</strong>. This decline has<br />

continued into the fi rst three months of the present fi nancial year.<br />

Indeed the value of all European buy-outs during the fi rst quarter<br />

of <strong>2008</strong> was just one third of the average value for the three<br />

quarters preceding the outbreak of the credit crisis. On top of<br />

this the UK fi gures for the fi rst quarter of <strong>2008</strong> are fl attered by a<br />

single large transaction (Biffa Waste Services) and a marked rise<br />

in the number of transactions in expectation of a change in the tax<br />

regime that came into effect in April <strong>2008</strong>. Another striking evolution<br />

in the fi rst quarter of <strong>2008</strong> is that the total value of small-cap<br />

buy-outs (enterprise value of less than EUR 160 million), was a<br />

full third less than the average for the four previous quarters.<br />

Thanks to a handful of spectacular megatransactions, including<br />

Alliance Boots and EMI, the UK again succeeded in <strong>2007</strong> in<br />

slightly increasing its share of transaction volume. In this way average<br />

transaction volume also increased for the European market<br />

as a whole. Leaving aside Great Britain the average transaction<br />

amount fell by 20 percent to EUR 131 million, back to the 2005<br />

level. This also shows that the fall was most marked in the very<br />

large buy-out segment, which is a direct consequence of the<br />

scarce fi nancing opportunities. In past years, the large funds<br />

collected enormous amounts which had to be used. In the coming<br />

period it is possible that they will increasingly take refuge in<br />

minority shareholdings, transactions involving almost exclusively<br />

capital, or they will head downmarket to the mid-cap sector.<br />

According to Standard & Poors Leverage Commentary and<br />

Data (S&P LCD), the average acquisition multiple in Europe for<br />

<strong>2007</strong> amounted to 9.7x EBITDA, compared with 8.8x in 2006.<br />

In the fi rst quarter of <strong>2008</strong> this ratio ratcheted up even further<br />

to no less than 10.7x EBITDA. By way of comparison, over the<br />

past ten years, the average multiple was 7.9x EBITDA. In the<br />

medium-sized buy-outs segment with enterprise values of up to<br />

EUR 250 million the same trend was visible, but with somewhat<br />

lower acquisition multiples (8.8x EBITDA in <strong>2007</strong> compared with<br />

7.6x in 2006).<br />

Source | EVCA<br />

Funds raised<br />

Private equity investments<br />

| 11


Venture capital<br />

Venture Capital was good for EUR 11.6 billion or 17 percent<br />

of total European investments, a fall of one third compared<br />

with the previous year (EUR 17.3 billion in 2006). In terms of<br />

number of transactions the fall was even more marked, to the<br />

lowest level since 2001. This clearly illustrates the shift towards<br />

later stage transactions, and away from higher risk early-stage<br />

investments.<br />

Credit market<br />

Buy-outs / buy-ins in Europe<br />

(in EUR million)<br />

Amount Number<br />

200 000<br />

150 000<br />

100 000<br />

50 000<br />

0<br />

1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 <strong>2007</strong><br />

Until summer <strong>2007</strong> the private equity sector was also underpinned<br />

by the ample availability of cheap debt fi nancing, also<br />

from non-bank lenders like hedge funds and CLO funds. Figures<br />

from Standard & Poors LCD show that the average debt level in<br />

<strong>2007</strong> ran up to 6.1x EBITDA, compared with 4.2x EBITDA in<br />

2001-2002. In the summer months this ratio went as high as 7.0x<br />

EBITDA. Over the entire year a little more than 50 percent of the<br />

fi nanced LBOs had debt levels of over 6.0x EBITDA.<br />

At the same time credit quality continued to fall. Whereas in<br />

the fi rst half of 2004, 40 percent of buy-out debt had a B rating,<br />

this had risen by the fi rst half of <strong>2007</strong> to over 90 percent.<br />

When in August the fi rst problems surfaced on the US subprime<br />

mortgage market, demand for such debt paper collapsed like a<br />

house of cards. According to S&P LCD, European banks still had<br />

EUR 70 billion of such credit on their balance sheets at the start<br />

of <strong>2008</strong>. This is around half of the total volume of debt made<br />

available during the past year. In the past year a record amount<br />

of buy-out fi nancing was also provided. Until such time as this<br />

overhand has disappeared from the market, the credit climate<br />

will remain diffi cult and the availability of debt fi nancing will be<br />

limited. In such a climate we can expect to see fewer refi nancings<br />

and secondary buy-outs.<br />

The equity portion of the total acquisition price remained stable<br />

during the past year at a comfortable 34 percent of the acquisition<br />

price. With the fi nancing problems, this fi gure has increased to<br />

50 percent or more in a quarter of all transactions in the fi rst<br />

quarter of <strong>2008</strong>.<br />

At the end of <strong>2007</strong> the default rate stood at 0.6 percent, compared<br />

with 1.9 percent at the end of 2006. Although this may<br />

well increase in the course of the year, it remains well under the<br />

historical average of 3.8 percent.<br />

12 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report<br />

Divestments<br />

Divestments (at cost price) fell by 30 percent to EUR 23.3 billion.<br />

By way of preference, venture capital investments were divested<br />

via sales to industrial players, whilst in the case of buy-outs, sales<br />

to other private equity players dominated. Given the diffi cult credit<br />

climate it is very likely that the number of secondary transactions<br />

and refi nancings will decrease this year, which will weigh on the<br />

total divestment volume.<br />

Write-downs in Europe fell further to 2.0 percent of total divestments,<br />

the lowest fi gure ever. This level will probably rise again.<br />

IPOs<br />

As in recent years the IPO market in the USA remained historically<br />

weak with 235 IPOs, which together raised EUR 40.2 billion<br />

(2006: EUR 36.1 billion from 217 IPOs). In Europe too the<br />

number of IPOs remained stable at 694 (672 in 2006). The total<br />

amount raised in these IPOs fell slightly from EUR 65.7 billion to<br />

EUR 64.3 billion.<br />

Returns<br />

1 500<br />

1 200<br />

900<br />

600<br />

300<br />

Continental Europe: amount<br />

Europe (incl. UK): amount<br />

Continental Europe: number<br />

(right scale)<br />

Europe (incl. UK): number<br />

(right scale)<br />

Source | CMBOR - Barclays - Deloitte<br />

In the past year the sector was able to present excellent returns. In<br />

recent years the buy-out returns are signifi cantly above the longterm<br />

average. This short-term buy-out performance was driven in<br />

particular by transactions between 2002 and 2004, when prices<br />

were very attractive and fi nancing easy to come by. The long-term<br />

returns (over 10 and 20 years) exhibit on the other hand a greater<br />

stability, albeit at a very high level (around 16 percent).<br />

These buy-out returns are not yet infl uenced by the credit crisis,<br />

but certainly will be in future. As well as the negative impact on<br />

company results of an economic downturn, falling stock markets<br />

will also, thanks to the IFRS rules, also negatively impact portfolio<br />

valuations. This means that in the future returns will not only be<br />

lower, but will have to come more from operational improvements<br />

than from fi nancial engineering.<br />

For venture capital there was a slight reduction in short-term<br />

returns.<br />

Long-term yields for the total private equity sector remain quite<br />

stable and very high, which means that private equity remains<br />

attractive as a class of assets.


35000<br />

30000<br />

25000<br />

20000<br />

15000<br />

10000<br />

5000<br />

0<br />

Divestments and write-downs in Europe<br />

(in EUR million)<br />

1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 <strong>2007</strong><br />

IPOs: Europe versus the USA<br />

(investment companies excluded) (in EUR million)<br />

Amount Number<br />

8000<br />

7000<br />

6000<br />

5000<br />

4000<br />

3000<br />

2000<br />

1000<br />

0<br />

2001 2002 2003 2004 2005 2006 <strong>2007</strong><br />

Net IRR at 31 december <strong>2007</strong>*<br />

(in EUR million - provisional <strong>2007</strong> fi gures)<br />

Source | EVCA | Thomson Financial - provisional fi gures<br />

Net IRR at 31/12/<strong>2007</strong> 3 years 5 years 10 years 20 years<br />

Venture capital 4.4% 0.9% 1.8% 4.6%<br />

Buy-outs 21.9% 15.9% 16.6% 16.2%<br />

All private equity 17.1% 11.5% 11.5% 11.9%<br />

* Investment horizon return:<br />

IRR calculated using net asset value (NAV) as capital outfl ow at the start of the period,<br />

NAV at the end of the period and the actual intervening cash fl ows.<br />

800<br />

700<br />

600<br />

500<br />

400<br />

300<br />

200<br />

100<br />

0<br />

Source | EVCA<br />

Divestments<br />

Write-downs<br />

Europe: amount<br />

United States: amount<br />

Europe: number (right scale)<br />

Source | PwC - IPO Watch Europe<br />

United States: number (right scale)<br />

| 13


RESULTS<br />

<strong>Gimv</strong> posts net profi t of<br />

over EUR 160 million<br />

For the 12 months of the <strong>2007</strong>-<strong>2008</strong> fi nancial year, <strong>Gimv</strong> posted<br />

a net profi t (group share) of EUR 161.4 million. This compares<br />

with EUR 249.3 million for the extended 2006-<strong>2007</strong> fi nancial<br />

year (15 months). This profi t is strongly infl uenced by favourable<br />

divestments, with shareholdings sold above their most recent<br />

carrying values. On top of this comes also the favourable development<br />

in the value of the <strong>Gimv</strong> portfolio. Since the application<br />

of IFRS, <strong>Gimv</strong>’s profi t has been largely based on the evolution in<br />

the value of the portfolio, including both realised and unrealised<br />

value fl uctuations.<br />

Net realised capital gains in the <strong>2007</strong>-<strong>2008</strong> fi nancial year totalled<br />

EUR 128.1 million. Of this amount, 81 percent (EUR 103.8 million)<br />

came from the Corporate Investment activities (Belgium,<br />

Netherlands and Germany), 17 percent (EUR 21.9 million) from<br />

ICT and 2 percent (EUR 2.3 million) from Life Sciences.<br />

Net unrealised capital gains amounted to EUR 37.3 million. This<br />

breaks down into net unrealised capital gains of EUR 60.1 million<br />

on Corporate Investment activities, of EUR 0.2 million on the<br />

new activities, and negative contributions of EUR 21.6 million<br />

and EUR 1.4 million from Life Sciences and ICT respectively.<br />

Here it was primarily the listed shareholdings and the negative<br />

exchange rate effects which produced the negative value<br />

movements.<br />

14 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report<br />

Unrealised capital gains and losses together amount<br />

to EUR 37.3 million (in EUR million)<br />

Imminent sale<br />

Change in earnings<br />

First uplift<br />

Up-down rounds<br />

Change in value of third party funds<br />

Change multiples<br />

Other movements on<br />

unquoted investments<br />

Change in net fi nancial debt<br />

Currency effects<br />

Write-downs<br />

Change in listed portfolio<br />

-80 -70 -60 -50 -40 -30 -20 -10 0 1 20 30 40 50 60 70 80<br />

On top of this came an other operating result 1 of –EUR 9.4 million<br />

and a net fi nancial result of EUR 12.2 million, including<br />

EUR 4.7 million hedging results on USD-denominated assets.<br />

After deducting taxes (EUR 0.1 million) and minority interests<br />

1 Dividends, interest, management fees, turnover and other operating income, after<br />

deducting services and other goods, personnel costs, amortization of intangible<br />

assets, depreciation of property, plant and equipment and other operating costs.


(EUR 6.6 million), <strong>Gimv</strong> realised in the <strong>2007</strong>-<strong>2008</strong> fi nancial year<br />

a net profi t (group share) of EUR 161.4 million.<br />

Investments: 88 percent in direct investments<br />

and 91 percent in European companies<br />

<strong>Gimv</strong> invested in all EUR 234.9 million during the <strong>2007</strong>-<strong>2008</strong><br />

fi nancial year. Another EUR 70.6 million was invested by<br />

funds managed by <strong>Gimv</strong>. <strong>Gimv</strong> invested EUR 134.8 million in<br />

Corporate Investment (99.3 million in Belgium, 19.5 million in<br />

the Netherlands and 16.0 million in Germany), EUR 67.6 million<br />

in ICT, EUR 18.4 million in Life Sciences and EUR 14.0 million<br />

in new initiatives (Cleantech, Infrastructure and Corporate<br />

Investment France).<br />

53 percent of the total investment amount went to Belgium and<br />

39 percent to the rest of Europe. The remaining 9 percent was<br />

invested principally in the United States.<br />

The largest investments by business unit in <strong>2007</strong>-<strong>2008</strong> were<br />

Grandeco and Lintor-Verbinnen for Corporate Investment<br />

Belgium, Numac and TerStal for Corporate Investment<br />

Netherlands, and Alukon and VAG Armaturen for Corporate<br />

Investment Germany. During this same period ICT invested,<br />

6.6<br />

5.5<br />

11.4<br />

* 9 months<br />

8.2<br />

15.3<br />

20.7<br />

Recent investment history (in EUR million)<br />

6.4<br />

15.1<br />

31.0<br />

5.2<br />

15.4<br />

20.8<br />

17.9<br />

11.5<br />

9.9<br />

28<br />

12.9<br />

8.1<br />

28.9<br />

12.2<br />

24.2<br />

12.8<br />

17.8<br />

1H03 2H03 1H04 2H04 1H05 2H05 1H<br />

06/07<br />

1.7<br />

22<br />

29.1<br />

17.5<br />

89.0<br />

2H<br />

06/07*<br />

among others, in Metris and Telenet (conversion of warrants),<br />

while <strong>Gimv</strong> Life Sciences invested in Ablynx and Ambit<br />

Biosciences.<br />

Total direct investments amounted to EUR 205.7 million, of<br />

which EUR 93.4 million (40 percent) in the form of new investments<br />

and EUR 112.4 million (48 percent) of follow-up investments.<br />

12 percent of total investments (EUR 29.2 million) went<br />

to funds managed by third parties, in most cases in line with<br />

<strong>Gimv</strong>’s strategy of fi rst developing new activities and regions in<br />

conjunction with partners.<br />

31.4<br />

9.2<br />

31.9<br />

8.6<br />

48.7<br />

1H<br />

07/08<br />

39.2<br />

4.8<br />

35.7<br />

9.8<br />

86.1<br />

2H<br />

07/08<br />

Corporate Investment<br />

Life Sciences<br />

ICT<br />

New activities<br />

Funds under management<br />

| 15


RESULTS<br />

Securitized paper<br />

7%<br />

Funds 10%<br />

Bonds 4%<br />

Insurance products<br />

31%<br />

2-5 years<br />

17%<br />

3 months-2 years<br />

47%<br />

<strong>Gimv</strong>’s net treasury by product<br />

(512 EUR million)<br />

<strong>Gimv</strong>’s net treasury by maturity<br />

(512 EUR million)<br />

16 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report<br />

Bank deposits<br />

36%<br />

Dynamic cash<br />

management<br />

12%<br />

0-3 months<br />

36%<br />

EUR 380.7 million of divestments across the<br />

different business units<br />

During the <strong>2007</strong>-<strong>2008</strong> fi nancial year <strong>Gimv</strong> sold, among others, its<br />

shareholdings in Alfacam, Jensen Group, Dujardin Foods, DTS,<br />

Bever Zwerfsport, Geveke, Hebu, Holonite, Telenet, Business<br />

Architects and deVGen. In total <strong>Gimv</strong> sold shareholdings in an<br />

amount of EUR 380.7 million. 62 percent (EUR 237.4 million) of<br />

these divestments were undertaken in Corporate Investment, 35<br />

percent (EUR 133.3 million) in ICT and 3 percent (EUR 9.9 million)<br />

in Life Sciences companies, plus a further EUR 95.6 million<br />

of divestments by funds under management.<br />

These divestments were carried at 31 March <strong>2007</strong> at a total<br />

value of EUR 254.2 million. In addition the shareholdings sold<br />

by <strong>Gimv</strong> in <strong>2007</strong>-<strong>2008</strong> generated EUR 8.6 million of dividends,<br />

interest and management fees. In this way these sold shareholdings<br />

produced a total of EUR 389.3 million, or an uplift of<br />

53.1 percent (EUR 135.1 million) on their opening equity at<br />

31 March <strong>2007</strong> (valued at fair value in the limited consolidation)<br />

and 119.1 percent (EUR 211.6 million) above their original<br />

acquisition value of EUR 177.7 million, or a multiple of 2.2.<br />

Portfolio value rises to EUR 848.1 million<br />

The balance sheet total at 31 March <strong>2008</strong> amounted to<br />

EUR 1 394.0 million, of which EUR 848.1 million consisted of<br />

fi nancial assets. At the end of March <strong>2008</strong> <strong>Gimv</strong> had a net cash<br />

position of EUR 512.5 million. The graphs break down the cash<br />

position by product and by maturity.<br />

Equity rises further to EUR 1 327.6 million or<br />

EUR 57.28 per share<br />

The value of equity (group’s share) (replaces the former net<br />

asset value) at 31 March <strong>2008</strong> amounted to EUR 1 327.6 million,<br />

giving a value of EUR 57.28 per share. The growth in<br />

equity during the <strong>2007</strong>-<strong>2008</strong> fi nancial year plus the dividends of<br />

EUR 112.4 million paid out during the <strong>2007</strong>-<strong>2008</strong> fi nancial year<br />

mean that <strong>Gimv</strong> achieved a return on equity of 12.6 percent<br />

during <strong>2007</strong>-<strong>2008</strong>.


Business units<br />

Regions<br />

Corporate<br />

Investment<br />

Belgium<br />

Corporate<br />

Investment<br />

Germany<br />

Corporate<br />

Investment<br />

Netherlands<br />

<strong>Gimv</strong> pays total dividend of EUR 4.36 gross<br />

(EUR 3.27 net) per share<br />

The Board of Directors will be proposing to the Ordinary General<br />

Meeting of 25 June <strong>2008</strong> that the company declare a gross<br />

dividend of EUR 4.36 (EUR 3.27 net) per share in respect of<br />

the <strong>2007</strong>-<strong>2008</strong> fi nancial year. In December <strong>2007</strong> <strong>Gimv</strong> already<br />

paid an interim dividend of EUR 2.00 gross (EUR 1.50 net) per<br />

share, refl ecting the strong results achieved in the fi rst half of<br />

the year.<br />

Following the proposal of the Board of Directors it can be expected<br />

that on 3 July <strong>2008</strong> a closing dividend of EUR 2.36<br />

gross (EUR 1.77 net) per share will be made available for payment<br />

(coupon no. 15). This brings the gross dividend yield on<br />

the average share price for the <strong>2007</strong>-<strong>2008</strong> fi nancial year to<br />

9.0 percent.<br />

ICT Life<br />

Sciences<br />

New<br />

activities<br />

Belgium 333.3 - - 69.8 26.5 2.7 432.4<br />

France 8.3 0.9 - 34.7 29.0 4.7 77.5<br />

Germany 11.1 30.1 - 14.3 0.6 - 56.1<br />

Netherlands - - 111.2 17.9 6.1 - 135.2<br />

Rest of Europe 30.2 - - 10.1 21.1 - 61.5<br />

Europe (subtotal) 383.1 30.9 111.2 146.7 83.3 7.4 762.7<br />

United States - - - 13.2 56.3 8.0 77.5<br />

Rest of World 2.0 - - 5.9 - - 7.9<br />

Total portfolio 385.1 30.9 111.2 165.8 139.6 15.4 848.1<br />

Of which listed 59.8 - - 26.8 36.0 - 122.6<br />

Net treasury and other<br />

assets<br />

Equity group<br />

share<br />

Funds under<br />

management<br />

Breakdown of equity<br />

(at 31 March <strong>2008</strong> - in EUR million)<br />

30.0<br />

(ERF)<br />

480.0<br />

(HGG I & II)<br />

115.0<br />

(Halder IV)<br />

30.0<br />

(Arkiv ICT)<br />

25.0<br />

(BFV)<br />

135.0<br />

(DG Infra+)<br />

Total Net<br />

treasury<br />

and other<br />

assets<br />

479.4<br />

Equity<br />

group<br />

share<br />

1 327.6<br />

Signifi cant events after the balance sheet date<br />

In mid-May, <strong>Gimv</strong> sold its shareholding in Westerlund Group, a<br />

Belgian logistics company that specializes in wood products, to<br />

international investment and consulting fi rm Babcock & Brown.<br />

This sale adds EUR 9.2 million (EUR 0.40 per share) to the<br />

value of <strong>Gimv</strong>’s equity at 31 March <strong>2008</strong>.<br />

At the same time <strong>Gimv</strong> has made a follow-up investment of<br />

USD 7 million in CoreOptics, a German-US company in the<br />

optical networks sector. EUR 3 million has also been invested<br />

in Openbravo, a Spanish company that develops open-source<br />

ERP software.<br />

| 17


VALUATION<br />

AT GIMV<br />

Methods used and link with the development<br />

of fi nancial markets<br />

<strong>Gimv</strong> values its investment portfolio on a quarterly basis. This is done on the basis of the International Private<br />

Equity and Venture Capital Valuation Guidelines (IPEV). These valuation rules have been subscribed by around<br />

35 international organizations and are used worldwide in the private equity sector. These recommendations<br />

allow the general and theoretical IFRS accounting rules to be adapted to the specifi c worlds of private equity<br />

and venture capital.<br />

These accounting rules start from the principle that the portfolio<br />

value should represent the fair value. This is the value at which<br />

the investment could be sold, at the particular point in time, in<br />

a voluntary sale. Forced sale or liquidation prices cannot be<br />

used as a basis for valuation. This means that the portfolio valuation<br />

can vary from one quarter to the next in line with market<br />

circumstances.<br />

Determining the fair value of a listed company in the portfolio<br />

is in principle a simple matter. This value is the listed price of<br />

the enterprise at the reporting date, multiplied by the number of<br />

shares owned by <strong>Gimv</strong>. This stock market value has to be used<br />

for valuation purposes, even if <strong>Gimv</strong> would be unwilling to sell at<br />

that price. In the past fi nancial year, 17 percent of the portfolio<br />

consisted of listed companies. In this way fl uctuations in the<br />

stock market and in the price on reporting date immediately<br />

impact the valuation of the <strong>Gimv</strong> portfolio.<br />

The majority of the portfolio consists of unlisted shareholdings.<br />

As these enterprises lack listed prices, an alternative valuation<br />

method is called for. It is here that the IPEV guidelines are of<br />

great importance. For investments less than one year old, the<br />

original investment cost is retained as the most relevant valuation,<br />

except if clear indications exist of revaluation during this<br />

fi rst year. At the end of March <strong>2007</strong>, 7 percent of the <strong>Gimv</strong><br />

portfolio was valued at original investment cost.<br />

18 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report<br />

In the case of buy-outs and growth capital investments, <strong>Gimv</strong><br />

generally looks for a group of comparable listed companies as<br />

a reference. An average of the valuation multiples of this group<br />

is then used to estimate the value of the unlisted shareholding.<br />

In many cases this valuation is further corrected with a discount<br />

to refl ect the more limited liquidity of unlisted shareholdings.<br />

In this way a market-related valuation is obtained, and a link<br />

created between value development on capital markets and<br />

the valuation of the unlisted shareholdings. This explains why<br />

unlisted shareholdings, even if they are doing well, can be the<br />

subject of negative valuation corrections on falling markets. At<br />

the end of March <strong>2008</strong>, <strong>Gimv</strong> valued 31 percent of its portfolio<br />

in this way. Given that this valuation is totally independent of the<br />

original investment costs and fl uctuates with capital markets, it<br />

is possible that, on sale, a capital loss is obtained against the<br />

most recent carrying value, and at the same time an attractive<br />

capital gain in comparison with the original investment costs.<br />

Many companies that are fi nanced with venture capital are still<br />

at the starting phase and develop unique products. For this<br />

reason it is impossible in most cases to put together a reference<br />

group of listed companies. The most objective way of valuing<br />

such technology starters is therefore to use the value of the<br />

latest fi nancing round for the shareholding in question. At <strong>Gimv</strong>,<br />

17 percent of the portfolio is valued in this way.


When, in the case of a potential sale of a shareholding, indications<br />

exist as to the price at which this shareholding will be<br />

sold, then this indication is used for estimating the value of<br />

the shareholding. At the end of March <strong>2008</strong>, 13 percent of the<br />

<strong>Gimv</strong> portfolio was valued in this way. This extraordinary high<br />

percentage was due to the ongoing negotiations on the sale of<br />

Westerlund.<br />

Portfolio loans are valued at nominal value (in certain cases<br />

including capitalized interest), providing that the interest rate is<br />

in line with the market interest rate for similar investments.<br />

The graph below gives the various methods used by <strong>Gimv</strong> for<br />

valuing its portfolio. It shows that <strong>Gimv</strong> values its portfolio in a<br />

balanced and professional manner.<br />

Other (a.o.<br />

exit valuation)<br />

13%<br />

Loans 15%<br />

Value latest<br />

fi nancing round<br />

17%<br />

Portfolio according to valuation method<br />

(31/3/<strong>2008</strong>) - fund investments excluded<br />

Investment cost<br />

7%<br />

Multiple 31%<br />

Listed 17%<br />

| 19


BUY-OUTS<br />

AND GROWTH<br />

CAPITAL<br />

Corporate Investment encompasses two<br />

activities: buy-out fi nancing and the provision of<br />

growth capital. In a buy-out a new shareholder<br />

structure is created, with <strong>Gimv</strong> taking a majority<br />

stake in the company, on its own or with other<br />

private equity players. <strong>Gimv</strong> provids growth<br />

capital by taking minority shareholdings that<br />

do not fundamentally change a company’s<br />

shareholder structure.<br />

<strong>Gimv</strong> has four local teams within Corporate Investment:<br />

Corporate Investment Belgium, Corporate Investment<br />

Netherlands, Corporate Investment Germany and Corporate<br />

Investment France. Teams’ knowledge of their local markets<br />

enables them to optimally judge opportunities in the light of the<br />

particularities of the countries in which they operate. Through<br />

their local presence they are also close to the entrepreneurs<br />

in their portfolio companies. Finally they can also avail of the<br />

group’s international knowledge and experience.<br />

<strong>Gimv</strong> also manages funds that invest in Central and Eastern<br />

Europe. Its partnership with KBC Private Equity in new Eagle<br />

Capital Partners also confi rms <strong>Gimv</strong>’s interest in being structurally<br />

active on this market and in further extending its presence,<br />

based on its existing successful investment activities in the<br />

Russian market.<br />

20 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report<br />

Corporate investment portfolio according to<br />

geographic distribution<br />

(based on portfolio value at 31/03/<strong>2008</strong> - excl. Barco)<br />

Rest of Europe<br />

6 %<br />

Germany 9 %<br />

Netherlands s<br />

23 %<br />

France 3 %<br />

Corporate investment portfolio according<br />

to stage of development<br />

(based on portfolio value at 31/03/<strong>2008</strong> - excl. Barco)<br />

Private equity funds s<br />

15 %<br />

PIPE transactions s<br />

1 %<br />

MBO/MBI B BI<br />

47 %<br />

Rest of the world<br />

1 %<br />

Belgium<br />

58%<br />

Early Ea y stage 1 %<br />

Growth<br />

fi nancing<br />

12 122<br />

%<br />

Secondary Seecond<br />

transactions transac<br />

24 %


<strong>Gimv</strong> takes 86 percent holding<br />

WALL COVERING SPECIALIST GRANDECO READY FOR GROWTH<br />

Grandeco has clearly grasped that wallpaper is once again in. As well as traditional patterns, Grandeco also produces contemporary<br />

and hip motifs which are proving popular with consumers. Its wallpaper is also easier to fi x to the wall, which is an attractive<br />

advantage for DIYers.<br />

Grandeco, a former division of West Flemish carpet giant Balta, wants to travel an independent course in order to take better<br />

advantage of market opportunities. Grandeco has 10 percent of the European market, with leadership positions in France and<br />

in the Benelux. The intention is to maintain this position and to grow in Eastern Europe, where wallpaper imports are growing<br />

by 20 percent a year. The company is looking for further growth by a constant focus of quality products and modern creations.<br />

Nor does the company exclude growth through acquisitions. Finally, Grandeco is seeking to improve its profi tability by optimally<br />

coordinating the processes in its two production facilities.<br />

Corporate Investment Belgium<br />

For Corporate Investment Belgium, <strong>2007</strong> saw a very healthy and varied dealfl ow. The investment team<br />

completed buy-outs in Acertys, Le Cobourg, Grandeco and Lintor-Verbinnen and provided growth capital to<br />

Verhaeren. The business unit is also seeking to profi le itself as a mezzanine capital provider, as illustrated by<br />

its investment in VAG Armaturen.<br />

The Belgian private equity market remained strongly competitive<br />

in <strong>2007</strong>. Not only were local players particularly active, but<br />

<strong>Gimv</strong>’s counterparts from the Netherlands, the United Kingdom<br />

and France exhibited considerable interest in Belgian deals. This<br />

increased competition and valuations, as elsewhere in Europe.<br />

The team reacted to this situation with more creative deals and<br />

by supporting a more active buy and build strategy in different<br />

portfolio companies. With the slowing of the economy and the<br />

credit crisis, the team expects that valuations will fall in <strong>2008</strong> to<br />

more conservative levels, potentially providing new and interesting<br />

investment opportunities.<br />

The Belgian private equity market showed to be very healthy<br />

in <strong>2007</strong> with private equity investments in Belgium totalling<br />

EUR 2 billion versus EUR 1.4 billion in 2006. The investment<br />

volume in larger deals is expected to reduce in <strong>2008</strong>, now that<br />

banks have become more reticent towards fi nancing these<br />

transactions, but this development can be expected to be<br />

less strong in the small transactions and midcap deals market<br />

segment.<br />

Investment focus<br />

Corporate Investment Belgium aims to invest in small to mediumsized<br />

companies with enterprise values of up to EUR 125 million.<br />

During the past year <strong>Gimv</strong> invested on average in slightly<br />

larger deals in this market segment.<br />

As well as buy-outs and providing growth capital, the team is<br />

concentrating in extending mezzanine activities. This mezzanine<br />

fi nance can be used both as growth fi nancing and in buy-out<br />

transactions, alone or in cooperation with private equity funds<br />

with which <strong>Gimv</strong> collaborates.<br />

INVESTMENTS<br />

In <strong>2007</strong>-<strong>2008</strong> Corporate Investment Belgium invested<br />

EUR 99.3 million, of which EUR 72.7 million in new investments<br />

and EUR 18.4 million in follow-on investments. To meet earlier<br />

commitments, its also invested EUR 8.2 million in third party<br />

private equity funds.<br />

Acertys Group<br />

www.acertys.com<br />

Acertys sells, distributes and acts as an integrator of high tech<br />

medical apparatus. With its own team of technical specialists,<br />

Acertys provides specifi c user training. The group also supplies<br />

technical equipment to fi refi ghting, police, defence and civil<br />

defence services and distributes medical consumables to hospitals,<br />

homes for the elderly and fi rst aid services. Acertys came<br />

into being in <strong>2007</strong> through the merger of Meda, Vandeputte<br />

| 21


BUY-OUTS<br />

AND GROWTH<br />

CAPITAL<br />

Medical BV and Vandeputte Medical & Security NV. The merger<br />

of these Belgian and Dutch companies allows the company to<br />

guarantee outstanding service and at the same time remain<br />

a trusted proximity partner to its customers. Acertys employs<br />

185 people. With sales of almost EUR 44 million the group has<br />

a leading market position in the Benelux. Corporate Investment<br />

Belgium and the Life Sciences business units have together<br />

taken a majority interest in this new group.<br />

Grandeco<br />

www.grandecogroup.com<br />

As one of Europe’s top fi ve wall covering producers, Grandeco<br />

produces mainly high quality vinyl wallpaper, sold both under<br />

its own brands (including Ideco and Grantil) and under private<br />

label. The enterprise is well known for the quality of its products<br />

and services, its state-of-the-art machinery and its experienced<br />

management team with a strongly innovative focus. Grandeco, a<br />

spin-out of the Balta Group, has production facilities in Belgium<br />

and France and a distribution centre in the United Kingdom.<br />

Last year its almost 500 employees achieved sales of over<br />

EUR 80 million. Together with <strong>Gimv</strong>, that in <strong>2007</strong> acquired an<br />

86 percent majority holding, Grandeco is looking to expand in<br />

the high value segment of the wallpaper market. A particular<br />

target here is the further penetration of the Eastern European<br />

market.<br />

Le Cobourg<br />

www.lecobourg.be<br />

Le Cobourg, founded in 1994, is a medium-sized producer of<br />

fresh-chilled salad spreads. These salads, consisting of fi sh,<br />

meat, chicken and/or vegetables, are distributed to butchers,<br />

delicatessen counters, snackbars and catering companies. Le<br />

Cobourg started as a catering company in Brussels and expanded<br />

into a quality player in the salad spreads market. In<br />

October <strong>2007</strong>, <strong>Gimv</strong> took a 90 percent holding in the company.<br />

Le Cobourg intends to continue its organic growth, but also<br />

wants to grow through acquisitions. This it illustrated with its<br />

add-on acquisitions of DC Products and Euro-Tomat. The new<br />

combination has 95 employees and consolidated sales of nearly<br />

EUR 13 million.<br />

22 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report<br />

Lintor-Verbinnen<br />

www.lintor.be<br />

Lintor-Verbinnen is the largest chicken processor in Belgium.<br />

The group consists of a chicken slaughterhouse (Lintor) and a<br />

processor and packer of a wide range of fresh chicken products<br />

(Verbinnen). The company is unique in being vertically<br />

integrated, with slaughtering, preparation, packaging as well as<br />

processing of the slaughter waste on a single site. A workforce<br />

of almost 400 and consolidated sales of over EUR 100 million<br />

make it a medium-sized player on the European market. In recent<br />

years the group has grown by an average 10 percent a year.<br />

As well as continuing its organic growth, Lintor is also aiming to<br />

acquire complementary companies. In January <strong>2008</strong> <strong>Gimv</strong> took<br />

an 80 percent shareholding in Lintor-Verbinnen.<br />

Verhaeren<br />

www.verhaeren.be<br />

Verhaeren is one of the fastest growers on the Belgian market for<br />

roadbuilding, asphalting and drainage work. This road-builder<br />

focuses on public works (laying roads, squares, drainage, earthmoving<br />

and surfacing) in Brussels and Flemish Brabant, but<br />

also private infrastructure works (parking garages, sports tracks,<br />

preparation of building plots). The group distinguishes itself on<br />

this market through its vertical integration, covering surfacing,<br />

production of its own materials, waste processing, recycling<br />

and transport. Between 1997 and <strong>2007</strong> the Verhaeren Group<br />

grew by an average 18 percent a year. With sales of around<br />

EUR 38 million and 165 employees, the Verhaeren Group is a<br />

medium-sized player on the Belgian, market. <strong>Gimv</strong> has taken a<br />

30 percent holding and is making additional resources available<br />

for further growth.


<strong>Gimv</strong> accompanies growth through buy-and-build<br />

GASCO, ACCENT AND LE COBOURG STRENGTHEN THEMSELVES WITH ACQUISITIONS<br />

<strong>Gimv</strong> is helping the companies in which it has shareholdings to grow through buy-and-build. In this way they can increase market<br />

share and profi tability and realize operating process synergies.<br />

In <strong>2007</strong> <strong>Gimv</strong> invested in Gasco Group, a distributor of industrial gases. After <strong>Gimv</strong>’s entry, Gasco acquired in autumn <strong>2007</strong> British<br />

company SWM which distributes air conditioners in the United Kingdom. This activity dovetails perfectly with the cooling gases and<br />

cooler components that Gasco sells. Gasco’s objective is to become Europe’s largest independent distributor of cooling technology<br />

products. Gasco has facilities in the Benelux, the UK, France, Germany and Ireland, and is planning further acquisitions in the<br />

highly fragmented European market.<br />

Buy-and-build is also the motto of Accent Jobs for People, the Flemish temping agency in which <strong>Gimv</strong> invested in 2006. Accent<br />

has 80 offi ces in Belgium, eight in the Netherlands and one in France. Its acquisition of its Spanish counterpart Grupo Activa<br />

gives Accent access now to the Spanish market. With ten offi ces, Grupo Activa is the market leader in the Valencia region. With<br />

its acquisition of Intervention, Accent has also doubled its number of offi ces in the Netherlands. With today just over a hundred<br />

offi ces, Accent is shooting for a network of two hundred offi ces by 2012.<br />

Portfolio company Le Cobourg, a producer of salad spreads, also acquired two Belgian counterparts, DC Products and Euro-Tomat.<br />

DC Products makes private label salad spreads; Euro-Tomat produces sauces and salads under the Salsa brand. The acquisition of<br />

these smaller family enterprises gives Le Cobourg, under its new name of Salsa Food Group, various scale benefi ts.<br />

MEZZANINE-FINANCIERING<br />

VAG Armaturen<br />

www.vag-armaturen.com<br />

VAG Armaturen produces and distributes industrial valves and<br />

accessories for the water provision and sewage treatment industries.<br />

VAG Armaturen products are used fi rst of all in water<br />

treatment stations, hydroelectric stations, locks and dams. In<br />

the 130 years since it was founded in 1872, VAG has gathered<br />

extensive knowhow in its fi eld. Apart from its main facility in<br />

Mannheim, VAG also has plants in the Czech Republic, China<br />

and India, as well as sales offi ces in Chile and Poland and an<br />

extensive distribution network. In <strong>2007</strong> its workforce of 850<br />

achieved sales of over EUR 100 million. <strong>Gimv</strong> provided VAG<br />

with part of the mezzanine fi nancing (EUR 11 million) for the<br />

management buy-out led by the Halder-GIMV Germany Fund<br />

(see pages 34-35).<br />

MAIN FOLLOW-ON INVESTMENT<br />

Accent Jobs for People<br />

www.accent.be<br />

In 2006 <strong>Gimv</strong> became a minority shareholder (33.33 percent)<br />

in Accent Jobs for People. This fast-growing Belgian temping<br />

agency acts as the holding company for various specialist offi<br />

ces, including Accent Select Services (managers and white<br />

collars), Accent Industry Services (blue collars and technical<br />

personnel), Accent Financial Forces (fi nancial sector) and<br />

Accent Construct (building sector). Accent was founded in<br />

1995, and in just over ten years has acquired a major position<br />

on the Belgian temporary labour market.<br />

In <strong>2007</strong> its workforce of 350 achieved sales of over EUR 125 million.<br />

This makes Accents undoubtedly one of the top ten Belgian<br />

temping agencies. This year it will be continuing its active<br />

expansion policy by opening new offi ces in Belgium and the<br />

Netherlands. In January this year Accent took its fi rst steps<br />

on the Spanish market by acquiring a Spanish counterpart,<br />

Grupo Activa, followed at the end of March by the acquisition<br />

of Intervention, doubling the number of Accent offi ces in the<br />

Netherlands.<br />

FUND INVESTMENT<br />

Lyceum Capital II<br />

www.lyceumcapital.co.uk<br />

Lyceum Capital concentrates on buy-outs of medium-sized<br />

companies in the United Kingdom. As in Lyceum’s fi rst fund,<br />

<strong>Gimv</strong> is again one of the largest investors. <strong>Gimv</strong> provided<br />

GBP 21 million (EUR 28 million) to this fund, which managed<br />

to collect a total of GBP 255 million. The fi rst fund, in which<br />

<strong>Gimv</strong> invested EUR 75 million, was a big success, with an IRR<br />

of 44 percent on the realized divestments.<br />

DIVESTMENTS<br />

DTS<br />

www.dtselec.fr<br />

DTS (Drilling Technical Supplies), founded in 1983, produces<br />

and sells electrical material and lighting for explosive and corrosive<br />

environments, including lighting fi ttings, control panels<br />

and safety electricity boxes.<br />

| 23


BUY-OUTS<br />

AND GROWTH<br />

CAPITAL<br />

DTS is the market leader in France, but two-thirds of sales are<br />

for export. This makes it one of the three large independent<br />

manufacturers in the European market, with sales points in over<br />

25 countries across the world. DTS customers are mainly in the<br />

petrochemical sector. The company has annual sales of over<br />

EUR 10 million and around 50 employees. <strong>Gimv</strong> entered DTS<br />

in 2000 through a management buy-in. Together with other<br />

investors, <strong>Gimv</strong> sold its holding to Thomas & Betts Corporation,<br />

a listed US producer of electrical components for the building,<br />

industrial and utilities sectors.<br />

Dujardin Foods<br />

www.dujardin-foods.com<br />

Dujardin Foods is a leading European producer of private label<br />

deep-frozen vegetables. With two production plants in Belgium,<br />

and one each in France, Spain and the United Kingdom,<br />

Dujardin Foods products are distributed in over sixty countries<br />

across the world. With its 700 employees, Dujardin sticks to<br />

its motto of “Food you can trust”. The availability, safety and<br />

quality of the existing range are the subject of expert care, as<br />

is the development of new products. In 2000 <strong>Gimv</strong> provided<br />

growth capital in exchange for a 12 percent shareholding. In the<br />

seven years of <strong>Gimv</strong>’s presence in the company, Dujardin Foods<br />

increased its processing volume from 100 000 to 180 000 tons.<br />

Sales of more than EUR 170 million today place Dujardin among<br />

the top three in its sector. <strong>Gimv</strong> sold its stake to the Dutch<br />

company NPM Capital.<br />

24 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report<br />

Jensen Group<br />

www.jensen-group.com<br />

Jensen Group, formerly Laundry Systems Group, is one of<br />

the largest producers of professional laundry systems. This<br />

Belgian-Danish group has a very extensive product offering,<br />

from transport and processing systems, tunnel washers, laundry<br />

sorters, feeders and folders to total project management for<br />

industrial laundries. Jensen Group has facilities in 11 countries<br />

and distribution networks in more than 80. Through its local<br />

presence Jensen in different countries seeks to adapt its knowledge<br />

to local needs. Customers include textile hire companies,<br />

industrial laundries, central hospital laundries and hotel and<br />

cruise ship laundries. Worldwide the company employs more<br />

than 900 people. <strong>Gimv</strong> sold its remaining 15.75 percent holding<br />

in this listed company through a secondary transaction.<br />

PARTIAL DIVESTMENTS<br />

Alfacam<br />

www.alfacamgroup.com<br />

Since being founded in 1987, Alfacam has grown into a major<br />

supplier of TV services to numberless European TV stations<br />

and production houses. The company operates out of Belgium<br />

and is also represented in France and Germany. By winning the<br />

contract for the Beijing <strong>2008</strong> Olympics, Alfacam strengthened<br />

its position as the leading European player in outside broadcasting<br />

facilities. Alfacam wants to strengthen its position in the high<br />

end segment of its market by strong expansion outside Europe<br />

and by investing in wireless high defi nition services. In March<br />

<strong>2008</strong> Alfacam opened a subsidiary in Italy to strengthen its<br />

position in the Mediterranean area. In <strong>2007</strong> the group achieved<br />

a turnover of EUR 30 million. <strong>Gimv</strong> sold down part of its interest<br />

when Alfacam was introduced onto Euronext Brussels in May<br />

<strong>2007</strong>. At the end of the fi nancial year, <strong>Gimv</strong> still held more than<br />

3 percent of the capital.<br />

Lyceum Capital I<br />

www.lyceumcapital.co.uk<br />

Lyceum Capital concentrates on buy-outs of medium-sized<br />

companies in the United Kingdom. Lyceum Capital I is a<br />

EUR 300 million buy-out fund. Following the sale of certain<br />

portfolio companies, investors were repaid a part of their investments.<br />

The fund is proving highly successful with an IRR of<br />

44 percent on realized divestments.


GIMV OFFERS CREDIBILITY<br />

ALFACAM GROWS EXPONENTIALLY<br />

WITH GIMV SUPPORT<br />

In 1998 Alfacam CEO Gabriel Fehervari negotiated for fi nancing<br />

with various venture capital providers. The choice fi nally fell on<br />

<strong>Gimv</strong>. More than ten years later both parties are still working together.<br />

Alfacam delivers TV facilities and services to broadcasters<br />

and production houses across the world. Sales have moved<br />

up from around EUR 2 million in 1998 to almost EUR 30 million<br />

in <strong>2007</strong>, whilst gross margin has also risen by a double-digit<br />

factor. CEO explains a rarely equalled success story.<br />

How did the cooperation between Alfacam and <strong>Gimv</strong><br />

come about?<br />

“Initially we were very sceptical towards external fi nancing, but<br />

<strong>Gimv</strong> had the patience to stay with us and allow trust to grow.<br />

<strong>Gimv</strong> was also the only investor that saw the potential of our<br />

product range and business model. Despite Alfacam’s initial<br />

small size, <strong>Gimv</strong> believed in us. After a period of getting to know<br />

us and negotiating, it came in as a shareholder in 1998, with<br />

board representation.”<br />

Gabriel Fehervari - CEO Alfacam<br />

Let’s fast forward ten years and an IPO. What were<br />

the high points in this period?<br />

“The IPO in <strong>2007</strong>, in which <strong>Gimv</strong> supported us, was obviously a<br />

milestone. <strong>Gimv</strong>’s good name in the market obviously played to<br />

our advantage, leading to attractive valuations. <strong>Gimv</strong> is positively<br />

perceived in the market by banks, suppliers, government authorities<br />

and customers: its name is synonymous with credibility.<br />

For any entrepreneur this is a major asset. For <strong>Gimv</strong> too the<br />

stock market introduction provided nice capital gains. In this<br />

sense the cooperation has been a win-win relationship.”<br />

Do you attach value to the know-how that <strong>Gimv</strong> can<br />

transfer?<br />

“The <strong>Gimv</strong> representative in our board of directors plays a very<br />

valuable role in Alfacam’s growth. He has followed the company’s<br />

development from the start. When necessary we could<br />

always count on a subtle form of coaching in important business<br />

and strategic decisions. Not obtrusive, but to the point and at<br />

the right moment. This may sound exaggerated, but over the<br />

past ten years we have never made a decision we have lived to<br />

regret. <strong>Gimv</strong> also gave us valuable support with legal matters,<br />

like the decisions to purchase buildings and the like.<br />

How will cooperation evolve in the future?<br />

“We hope that <strong>Gimv</strong> will remain a shareholder in Alfacam for a<br />

long time to come. The feedback from its representative in the<br />

board of directors is of great value for the company. By bringing<br />

Hugo Vandamme onto our board, <strong>Gimv</strong> is also allowing us to<br />

share in a valuable network of relationships. This is good for<br />

our reputation.”<br />

| 25


BUY-OUTS<br />

AND GROWTH<br />

CAPITAL<br />

INVESTMENTS IN CENTRAL AND<br />

EASTERN EUROPE<br />

<strong>Gimv</strong> has been active in the Russian market since 1996, where,<br />

via the management company Eagle Venture Partners, it has invested<br />

USD 104 million in 31 shareholdings. With an investment<br />

in the BASK outdoor chain and an investment commitment for<br />

soy producer PTI, the Eagle Russia Fund launched in 2006 is<br />

now nearly fully invested, with USD 27 million in four shareholdings.<br />

At the start of <strong>2008</strong>, <strong>Gimv</strong> concluded a partnership with<br />

KBC Private Equity for private equity investments in Russia.<br />

The Russian market has seen average growth of over six percent<br />

a year since 2000. Within a few years Russia has grown into<br />

the world’s tenth largest economy. Russian consumers measure<br />

themselves against Western living standards, are very confi dent<br />

in the market and have high spending patterns. This offers interesting<br />

investment possibilities in the fast-growing consumer<br />

and services sectors.<br />

In 2006, USD 1.5 billion of new funds were collected, bringing<br />

the total capitalization of the private equity industry in Russia to<br />

USD 6 billion. Is it generally assumed that the strong growth in<br />

this sector continued last year. All investment stages, from early<br />

stage to buy-out, are represented here. Russia is becoming increasingly<br />

a fully-fl edged venture capital market. This growth<br />

will very likely continue and competition between venture capital<br />

suppliers will increase. For the time being, however, valuations<br />

remain very attractive.<br />

Investment focus<br />

<strong>Gimv</strong> and KBC Private Equity will be investing in medium-sized<br />

mature companies in Russia via their joint venture Eagle Capital<br />

Partners. Investee companies preferably operate in fast-growing<br />

sectors like food and drink, leisure, personal care, telecommunications,<br />

pharmacy and building construction. Initially the accent<br />

will be on taking minority interests.<br />

In the <strong>2007</strong>-<strong>2008</strong> fi nancial year the existing Eagle Russia Fund<br />

made a new investment in BASK. Shortly after the closing of<br />

the fi nancial year followed the investment in PTI. These two<br />

investments, together representing USD 14 million, bring the<br />

total invested amount to USD 27 million, and making the fund<br />

almost fully invested.<br />

26 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report<br />

BASK<br />

www.bask.info<br />

BASK Group is the Russian market leader in outdoor clothing<br />

and equipment. The group produces and sells clothing and accessories<br />

under two proprietary brands, BASK and LMA, as<br />

well as distributing internationally well-known brands. BASK<br />

has its own chain of fi ve stores in Moscow and one in Nizhni<br />

Novgorod and is looking to expand to other cities. The Eagle<br />

Russia fund entered BASK in October <strong>2007</strong> with a shareholding<br />

of 43 percent.<br />

PTI<br />

PTI is a leading Russian producer of soy products, herbs<br />

and spices. These products are intended for food processing<br />

companies in Russia and countries like Azerbaijan, Georgia,<br />

Ukraine and Belarus. The company has twenty distribution<br />

centres across these countries. PTI sells both its own brands<br />

and imported products. The company’s 2000 customers are<br />

mainly patisseries and companies in the meat, dairy and soft<br />

drink industries. At the start of <strong>2008</strong> Eagle Russia Fund invested<br />

in PTI along with Troika Capital Partners, the private equity fund<br />

of Troika Dialog, one of Russia’s largest merchant banks. 21 percent<br />

is now owned by the Eagle Russia Fund.


Joint venture of network and experience<br />

GIMV AND KBC PE INVEST IN RUSSIA’S BLOSSOMING CONSUMER MARKET<br />

<strong>Gimv</strong> has concluded a partnership with KBC Private Equity to invest together in the Russian market. <strong>Gimv</strong> and KBC PE have<br />

attractive complementary experience in Central and Eastern Europe. <strong>Gimv</strong> can look back on more than twelve year’s experience in<br />

the eastern European market, including funds in Russia and Kazakhstan. For <strong>Gimv</strong> this partnership represents a follow-on to the<br />

Eagle Russia Fund that was introduced in 2006. KBC PE, for which Central Europe is its second home market, is also continuing to<br />

build in known territory, with offi ces in the Czech Republic, Hungary, Poland and Romania. KBC Bank also recently acquired<br />

Russia’s Absolut Bank. The cooperation runs via a new company, Eagle Capital Partners, which is acting as an investment<br />

consultant.<br />

Each partner plans to invest EUR 10 million a year, bringing the two partners’ total investment over an initial three-year period to<br />

EUR 60 million. The focus is on investments in medium-sized Russian companies in sectors offering good prospects thanks to<br />

growing consumption and rising living standards: food and drink, personal care, leisure, building construction, packaging, pharma,<br />

retailing, telecoms and engineering. The local investment team consists of eight Russian and Western European professionals which<br />

have already been cooperating successfully for several years.<br />

<strong>Gimv</strong> also manages two funds for the Czech Republic and<br />

Slovakia. Both funds were set up in 2000 and are now in the<br />

divestment phase.<br />

EUR 15 million of <strong>Gimv</strong> Czech Ventures’ capital of EUR 20.5 million<br />

has been committed by <strong>Gimv</strong>. Other investors are Fortis<br />

Private Equity and AIG Global Investment Corporation. The latter<br />

company entered the capital at the end of 2005 by buying<br />

out Dresdner Kleinwort Wasserstein (now Allianz Private Equity<br />

Partners).<br />

The second fund, GIMV Czech & Slovak SME Fund, has <strong>Gimv</strong><br />

Czech Ventures and the EBRD as its shareholders. Both have<br />

committed EUR 6 million. Two shareholdings were sold during<br />

the past fi nancial year: TNS, which produces parts for the<br />

automobile industry, and Novesta, a manufacturer of rubber<br />

boots. <strong>Gimv</strong> Czech & Slovak SME Fund is certain to produce<br />

a positive return on liquidation. For <strong>Gimv</strong> Czech Ventures this<br />

is less certain.<br />

Finally, <strong>Gimv</strong> also has a holding in Nova Polonia, a Polish fund set<br />

up in 2000. <strong>Gimv</strong> has a commitment for around EUR 10.5 million<br />

out of a total capital of EUR 58 million. The fund is fully<br />

invested and is now in the divestment stage. Thanks to a small<br />

number of successful exists, including the sale of local energy<br />

producer Praterm in early <strong>2008</strong>, this fund will provide <strong>Gimv</strong> with<br />

an attractive return.<br />

| 27


BUY-OUTS<br />

AND GROWTH<br />

CAPITAL<br />

Corporate Investment Netherlands<br />

Corporate Investment Netherlands can look back on a very active year. With eleven investments and<br />

divestments, the business unit was one of the most active venture capital providers on the Dutch market. Two<br />

new investments, Numac Groep and TerStal, were added to the Dutch <strong>Gimv</strong> portfolio. With the buy-out of<br />

the newspaper publishers, <strong>Gimv</strong>’s 15 percent shareholding in press agency ANP has grown into a substantial<br />

minority interest.<br />

The investment team took advantage of the attractive climate<br />

for exits to sell various holdings, including Holonite, Bever<br />

Zwerfsport, Geveke and HEBU, at attractive returns. Finally, two<br />

sales took place from the Halder Investments IV portfolio.<br />

The market was marked by rising prices. The importance of<br />

auctions, which increase competition and place upward pressure<br />

on prices, has increased. <strong>Gimv</strong> remains very cautious in<br />

this price spiral and focuses on attractive niche companies with<br />

growth potential and strong management teams.<br />

Whereas in <strong>2007</strong> very strong results were still available, prospects<br />

for <strong>2008</strong> are somewhat more subdued. The transaction<br />

fl ow may still be large enough, but with the somewhat more<br />

diffi cult economic circumstances investors will be very apprehensive<br />

of paying too high prices. The cost of bank fi nancing<br />

rose a bit in the course of <strong>2007</strong>, with slightly lower levels of<br />

fi nancing in certain sectors.<br />

28 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report<br />

Investment focus<br />

Corporate Investment Netherlands targets small and mediumsized<br />

niche companies. The company also pays attention to<br />

growth companies.<br />

One feature which stands out is the signifi cant number of add-on<br />

acquisitions made by companies in the portfolio. In <strong>2007</strong>-<strong>2008</strong>,<br />

for example, BMC acquired research and consultancy bureau<br />

SGBO, and Borgers Groothandel in Groenten en Fruit was acquired<br />

by De Groot International. LowLand Fashion and TerStal<br />

also went actively on the acquisition path.<br />

In <strong>2007</strong>-<strong>2008</strong>, Corporate Investment Netherlands invested<br />

EUR 19.5 million, of which 14.3 million in two new<br />

shareholdings.


<strong>Gimv</strong> majority shareholder in TerStal<br />

FASHION CHAIN TERSTAL WRITES STRATEGIC SUCCESS STORY<br />

With targeted acquisitions and a successful strategy change, fashion chain TerStal has considerably extended its store network in<br />

the Netherlands over the past ten years. Management of the fashion house, which now has just over 170 outlets, wants to extend<br />

the group further to between 250 and 300 stores.<br />

In the 70s and 80s the company operated a low price strategy. In the mid-90s the company made a strategic sea-change. The<br />

stores were made more attractive and inviting, with a profi le that set TerStal clearly apart from the discount chains. Along with this<br />

TerStal introduced its own design department. Production of its own designs in Asia is actively controlled by the fashion house.<br />

TerStal directs its collections at the entire family, responding to consumers’ need to dress distinctively and attractively at reasonable<br />

prices. The range offered in the shop is wide, but not deep. For each clothing item just a few garments in each size are hung<br />

out, and the main items are changed every four weeks. TerStal’s own collections are supplemented by offerings from high quality<br />

importers.<br />

INVESTMENTS<br />

Numac Groep<br />

www.numac.nl<br />

Dutch technical services group Numac’s main activities are<br />

machinery maintenance, process optimization, industrial automation<br />

and trading in technical equipment. The Numac Group<br />

consists of three complementary companies. As well as the<br />

original Numac company, the group has included since <strong>2007</strong><br />

both Van de Meerakker and Planatec.<br />

The Numac Group is playing to the current trend to outsource<br />

industrial maintenance. As well as pure mechanical maintenance,<br />

Numac provides also electronics and IT know-how.<br />

Numac specialists’ professional knowledge and solutions are<br />

helping companies confi rm and where possible improve the<br />

returns on their installations, machinery and product lines. In<br />

<strong>2007</strong> a workforce of nearly a thousand employees realized sales<br />

of over EUR 70 million. <strong>Gimv</strong> took a 60 percent shareholding.<br />

TerStal<br />

www.terstal.nl<br />

Dutch fashion chain TerStal offers fashionable and affordable<br />

private label clothing for the whole family. TerStal designs a large<br />

part of its collection itself and then outsources production to<br />

manufacturers in the Far East. With 170 outlets, TerStal is one<br />

of the larger fashion chains in the Netherlands. The company,<br />

present mainly in the central, eastern ad northern regions of<br />

the Netherlands, is planning to further extend its store network<br />

in the Netherlands. In December <strong>2007</strong> <strong>Gimv</strong> took a majority<br />

shareholding in the group. Following <strong>Gimv</strong>’s entry, the company<br />

purchased Philipoom Mode, a Dutch chain of 21 fashion stores<br />

in and around Utrecht. In all the company has 525 employees,<br />

who together realized sales of over EUR 50 million in <strong>2007</strong>.<br />

FOLLOW-ON INVESTMENTS<br />

ANP<br />

www.anp.nl<br />

The Algemeen Nederlands Persbureau (ANP) was set up<br />

in 1934 by the Dutch daily press in order to deliver objective<br />

news to the Dutch newspapers. ANP has since grown<br />

in the Netherlands’ leading and most complete multimedia<br />

information nexus. ANP journalists, photographers and correspondents<br />

deliver news reports, photos and videos round<br />

the clock to the domestic and foreign press and to non-media<br />

companies. Every year ANP produces over 160 000 news<br />

reports and 58 000 photos. In <strong>2007</strong>, ANP’s 215 employees<br />

produced sales of EUR 34 million. <strong>Gimv</strong> entered in 2004, and<br />

subsequently increased its interest from 15 to 44 percent. The<br />

remaining shares are held by NPM Capital (44 percent) and<br />

management.<br />

| 29


Luc van Gompel - CEO ANP<br />

GIMV INVESTS IN PRESS AGENCY’S<br />

INDEPENDENT PATH<br />

VENTURE CAPITAL ALLOWS ANP TO GROW<br />

ANP, the Algemeen Nederlands Persbureau, has recently become<br />

an autonomous enterprise, which is growing rapidly with<br />

corporate services. Luc van Gompel, ANP’s CEO since April<br />

<strong>2007</strong>, explains how ANP has become a successful marketoriented<br />

company.<br />

Why did ANP opt for <strong>Gimv</strong> as an investor?<br />

“Historically the Dutch newspapers have been ANP’s largest<br />

shareholders. In this way a large group of customers held most<br />

of the company, making external fi nancing a delicate operation<br />

calling for a respectful approach.<br />

<strong>Gimv</strong>, better known in the Netherlands under the name of its<br />

Halder subsidiary, took a fi rst shareholding in the press agency<br />

in 2004. In <strong>2007</strong> it increased its interest by taking over the<br />

shares still held by the newspapers. It had carefully examined<br />

our case with an investment team that reacted very alertly.<br />

<strong>Gimv</strong>’s partner shareholder is NPM Capital, with an equal sized<br />

shareholding. Management too holds a small amount. With the<br />

<strong>2007</strong> buy-out ANP became totally independent.”<br />

30 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report<br />

What has been the greatest added value in the<br />

cooperation with <strong>Gimv</strong>?<br />

“The fi nancing has allowed us to distance ourselves from our<br />

founder newspapers. <strong>Gimv</strong> expertly accompanied this transition<br />

period. The contact is a close one, with monthly fi nancial<br />

consultation, and we obtain good coaching.”<br />

Does <strong>Gimv</strong>’s international network offer you added<br />

value?<br />

“The press agency market is a somewhat unusual one as each<br />

country has its own press agency, which does not mean that<br />

we do not have international aspirations. We very much hope<br />

that <strong>Gimv</strong> will play a role in this. We are already cooperating<br />

well, for example, with Belgian press agency Belga. The growth<br />

strategy we are following has been made possible in part by<br />

<strong>Gimv</strong>’s capital contribution.”<br />

Where does ANP see growth opportunities in the<br />

market?<br />

“ANP continues to fulfi l its press agency role with the media<br />

as major customers, representing a good one third of sales.<br />

The other two thirds come from the business-to-business market.<br />

Delivery of photographic images plays a large part in this.<br />

Creating newsfeeds for major companies is another signifi cant<br />

area. ANP delivers newsfeeds, for example, to all Shell offi ces,<br />

which is a major advantage for each company wanting to know<br />

whenever it is mentioned in the press and to be informed of<br />

reporting on specifi c subjects. Online media are the ideal channel<br />

for this.”


HVEG – (LowLand Fashion)<br />

www.lowlandfashion.nl<br />

LowLand Fashion, which recently changed its name to HVEG,<br />

has been active in the Netherlands since 1989 as a wholesaler<br />

and importer of women’s, men’s, children’s and baby clothing.<br />

The clothing is sold under private labels to large retail chains<br />

and purchasing organizations in Europe. Having all processes,<br />

from design to sales, under its own control allows HVEG to offer<br />

its customers total service and fl exibility and very sharp value<br />

for money. In <strong>2007</strong> it acquired three fashion accessory chains:<br />

Belt Fashion, Wink Accessoires and Debo. HVEG has facilities<br />

in the Netherlands, Germany, China and Bangladesh. The group<br />

has 275 employees and achieved sales of EUR 150 million in<br />

<strong>2007</strong>.<br />

DIVESTMENTS<br />

Bever Zwerfsport<br />

www.bever.nl<br />

Bever Zwerfsport is the specialist and market leader in the<br />

Netherlands for outdoor articles and accessories. The outdoor<br />

chain sells a wide range of clothing, footwear other articles<br />

from internationally reputed brands for outdoor activities like<br />

expeditions, mountaineering and camping. In thirty years the<br />

company has, with 29 subsidiaries, acquired a leading position<br />

on the Dutch market. Bever’s cast iron concept of offering a<br />

wide range of quality articles with good value for money and<br />

a customer-directed approach, has made the outdoor market<br />

accessible to a broad Dutch public. In September <strong>2007</strong> <strong>Gimv</strong><br />

sold its shareholding to AS Adventure, another company in the<br />

sector. AS Adventure is the clear market leader in Belgium,<br />

with a strong foothold also in Great Britain through Cotswold<br />

Outdoor.<br />

Geveke<br />

www.geveke.nl<br />

Geveke is an industrial service provider with more than<br />

125 years’ experience. The Dutch company offers know-how<br />

intensive processing apparatus to the oil and gas industry<br />

and to the chemicals, petrochemicals and industrial market in<br />

the Benelux and South-East Asia. Geveke operates in various<br />

business departments – pumps, compressed air technology,<br />

climate technology, plastics technology and internal transportation<br />

– each with its own product offering and marketing. In these<br />

fi elds the company represents various internationally-known<br />

brands. Besides selling new units, Geveke also supplies spare<br />

parts and carries out maintenance for its customers. In <strong>2007</strong>,<br />

Geveke had consolidated sales of around EUR 70 million. ABN<br />

AMRO Participaties acquired <strong>Gimv</strong>’s majority shareholding in<br />

December <strong>2007</strong>.<br />

HEBU<br />

www.hebu.nl<br />

HEBU, founded in 1940, is the Dutch market leader in hoses,<br />

pipes and accessories for hydraulic systems. For its service<br />

activities HEBU maintains a network of outlets each with its<br />

own workplaces and warehouses. The company has seventeen<br />

outlets in the Netherlands and Belgium and ten mobile service<br />

buses for on-site repairs. Logistics, tailored quality, expert advice<br />

and service, speed and fl exibility are key concepts for the company.<br />

In <strong>2007</strong> HEBU posted sales in excess of EUR 25 million<br />

with 115 employees. In January <strong>Gimv</strong> sold its shareholding to<br />

Manuli, an Italian enterprise that is HEBU’s strongest supplier.<br />

| 31


BUY-OUTS<br />

AND GROWTH<br />

CAPITAL<br />

Holonite<br />

www.holonite.nl<br />

Holonite develops and produces prefabricated composite<br />

stone elements for the building industry. The product range,<br />

including doorsteps, window sills and wall coverings, is directed<br />

at all applications in housing and utility construction and the<br />

extensive renovation market. Combining quality with research<br />

and innovative technology has allowed Holonite to boast steady<br />

growth. With its extensive customer portfolio Holonite, founded<br />

in 1969, is the Netherlands’ market leader in the sills segment.<br />

Egeria acquired Holonite from <strong>Gimv</strong> and Rabo Participaties in<br />

April <strong>2007</strong>.<br />

The past fi nancial year saw two further divestments from Halder<br />

Investments IV (Euretco and Novagraaf). With EUR 115 million<br />

in capital, this investment fund built up a portfolio of 16<br />

shareholdings in Belgium and the Netherlands between 1998<br />

and 2000. Following these divestments the fund still manages<br />

three shareholdings. Investors have already fully recouped their<br />

original capital investments.<br />

32 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report<br />

Euretco<br />

(shareholding of the Halder Investments IV fund)<br />

www.euretco.net<br />

Euretco is a dynamic retail organization in the non-food retail<br />

sector, directed at independent entrepreneurs, and through its<br />

own retail activities, also at consumers. The company works<br />

together with more than 1 500 entrepreneurs and franchisees,<br />

together representing almost 2 100 outlets and consumer sales<br />

of almost EUR 2 billion in fashion, sport and interior decoration.<br />

Euretco’s strength lies in promoting independent entrepreneurship,<br />

either by strengthening franchise formulas or by providing<br />

services to independent entrepreneurs. With 270 employees,<br />

Euretco looks after grouped buying, central payment traffi c,<br />

joint promotions and logistics expertise. In December <strong>2007</strong> the<br />

group sold its shareholding to NIBC.<br />

Novagraaf<br />

(shareholding of the Halder Investments IV fund)<br />

www.novagraaf.nl<br />

Novagraaf, founded in 1888 as Van der Graaf & Co’s brand<br />

name agency, is a Dutch service agency providing consultancy<br />

in intellectual property. With over 350 employees Novagraaf offers<br />

a complete service package in the fi eld of brand protection,<br />

models, copyright and domain names. The company has offi ces<br />

in the Netherlands, England, France, Switzerland and Belgium<br />

and a worldwide agency network. The group manages nearly<br />

400 000 registered trade marks, more than half of them in the<br />

Netherlands. This makes Novagraaf the market leader in the<br />

Netherlands and one of Europe’s top ten intellectual property<br />

companies. In May <strong>2007</strong>, <strong>Gimv</strong>, along with Alpinvest, sold its<br />

share in the company to funds managed by Gilde.


Corporate Investment Germany<br />

(Halder Beteiligungsberatung GmbH)<br />

With the divestments of Prüm-Garant and BHS Getriebe, <strong>2007</strong>-<strong>2008</strong> was a record year<br />

for Corporate Investment Germany in terms of divestment income. The investment team also successfully<br />

added four new investments – GEKA Brush, ACTech, Alukon and VAG Armaturen – to the Halder-<strong>Gimv</strong><br />

Germany I fund portfolio.<br />

The current portfolio is generally performing well, with promising<br />

developments continuing at most portfolio companies. At the<br />

start of <strong>2008</strong> fundraising for the new Halder-<strong>Gimv</strong> Germany<br />

II fund was closed at EUR 325 million.<br />

In <strong>2007</strong> the strong growth seen in the German lower mid-cap<br />

market since 2001 continued. More than 70 buy-out transactions<br />

with values of between EUR 20 and 250 million were<br />

concluded. With banks now becoming less forthcoming with<br />

loans, we are seeing a slight pressure on prices, and sellers<br />

are more likely to provide a part of the fi nancing. If economic<br />

conditions worsen, company valuations may well slip, and sellers<br />

could have second thoughts about selling. For this reason it<br />

is possible that in <strong>2008</strong> the number of transactions will also fall<br />

for the fi rst time in several years.<br />

In December <strong>2007</strong> fundraising began for the Halder-<strong>Gimv</strong><br />

Germany II fund. Three months later the fund was closed at<br />

EUR 325 million. 13 institutional investors from nine countries<br />

had subscribed. As sponsor <strong>Gimv</strong> put up EUR 81.25 million<br />

or 25 percent of the total investment, as well as promising<br />

EUR 40 million for co-investments.<br />

Investment focus<br />

With the Halder-<strong>Gimv</strong> Germany II fund, <strong>Gimv</strong> Corporate<br />

Investment Germany is aiming primarily at family companies<br />

in the lower midcaps market segment with valuations of up<br />

to EUR 300 million. The fund is directed primarily at German<br />

companies, but can also invest in neighbouring countries and<br />

in Italy. The main investment criteria are a strong track record,<br />

good management and leading market position.<br />

In <strong>2007</strong>-<strong>2008</strong>, Corporate Investment Germany invested<br />

EUR 69 million in four new shareholdings. <strong>Gimv</strong>’s part in these<br />

shareholdings amounts to 16 million EUR.<br />

INVESTMENTS<br />

The Halder-<strong>Gimv</strong> Germany I fund has made nine investments,<br />

four of them during the past fi nancial year. The fund is now<br />

almost fully invested, with the balance earmarked for follow-on<br />

investments in the existing portfolio companies.<br />

ACTech<br />

www.actech.de<br />

ACTech was set up in 1995 and specializes in “rapid prototyping”,<br />

that is the rapid development and production of cast metal<br />

prototypes. ACTech covers the full process of planning, casting<br />

and fi nishing the prototypes as far as simulation tests. The company<br />

has two production units in Germany and a sales offi ce in<br />

the USA. ACTech products are intended primarily for the automobile<br />

industry and its suppliers in the toolmaking and aircraft<br />

industries. The product range includes motor castings, control<br />

panels and metal processing instruments. With 257 employees,<br />

the company achieved sales of EUR 25 million in <strong>2007</strong>.<br />

| 33


BUY-OUTS<br />

AND GROWTH<br />

CAPITAL<br />

Alukon<br />

www.alukon.com<br />

Alukon, with its head offi ce in the German town of Konradsreuth,<br />

designs, produces and distributes high quality aluminium roller<br />

blinds, roller doors and accessories. The company, which was<br />

founded in 1974, offers a wide range of products, from loose<br />

parts to tailored solutions. A large storage capacity, a dense<br />

logistics network and a proprietary order service guarantee high<br />

product availability and rapid, reliable order processing. Alukon<br />

is one of Europe’s market leaders in its segment and is planning<br />

to strengthen its market position through internationalization,<br />

mainly in eastern Europe. Last year, with 331 employees, Alukon<br />

posted sales of around EUR 71 million.<br />

34 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report<br />

GEKA BRUSH<br />

www.geka-brush.com<br />

Since 1925 GEKA BRUSH has been developing and producing<br />

cosmetics brushes and packaging. The company specializes<br />

in small brushes for mascara, lip gloss and eye make-up. The<br />

product range also includes brushes and packaging for nail<br />

varnish, eyeliner, lip gloss and eye shadow. Major customers<br />

include international cosmetics houses like Procter & Gamble,<br />

Avon and Chanel. To meet these customers’ wishes, GEKA<br />

BRUSH is constantly optimizing its products and services. The<br />

company is headquartered at Bechhofen in Germany, with<br />

two additional production facilities in England and America.<br />

With 540 employees, GEKA BRUSH achieved sales of around<br />

EUR 95 million in <strong>2007</strong>.<br />

VAG Armaturen<br />

www.vag-armaturen.com<br />

VAG Armaturen produces and distributes industrial valves<br />

and accessories for the water supply and sewage treatment<br />

industries. VAG Armaturen products are used primarily in water<br />

treatment stations, hydroelectric stations, locks and dams. In<br />

the 130 years since it was founded in 1872, VAG has gathered<br />

extensive know-how in its fi eld. Apart from its main facility in<br />

Mannheim, VAG also has plants in the Czech Republic, China<br />

and India, as well as sales offi ces in Chile and Poland and an<br />

extensive distribution network. VAG Armaturen wants to use<br />

the partnership with <strong>Gimv</strong> to internationalize further. In <strong>2007</strong> it<br />

posted sales in excess of EUR 100 million with 850 employees.<br />

Corporate Investment Belgium also provided part of the mezzanine<br />

fi nancing in this buy-out (see page 23).


<strong>Gimv</strong> invests in world leader<br />

VAG DEMONSTRATES ITS MASTERY OF WATER TREATMENT SYSTEMS AND<br />

INDUSTRIAL PROCESSES<br />

Founded in 1872, VAG Armaturen is a company with unrivalled knowledge and experience of pumps and industrial valves for<br />

collecting, transporting and storing drinking and process water. Around 1920 it was already the market leader in South America.<br />

The company has continued innovating and growing, and now has production facilities in Germany, the Czech Republic, China and<br />

India.<br />

Almost all water pumping, transporting or treatment installations anywhere in the world use VAG systems. These systems have to be<br />

able to withstand extreme pressure and variable temperatures. Experience shows that they can function problem-free for up to 50<br />

years, with certain valves operating now for over 100 years.<br />

VAG solutions are omnipresent also in sectors in which safety is essential. Nuclear energy plants, conventional energy plants,<br />

chemicals and steel companies opt for VAG’s unbeaten safety, with valves that can even withstand earthquakes.<br />

DIVESTMENTS<br />

During the past fi nancial year, the Halder-<strong>Gimv</strong> Germany I fund<br />

sold two of its shareholdings. In this way three of the nine portfolio<br />

companies have now been divested. On these divestments<br />

the fund has achieved an IRR of 106 percent, almost earning<br />

back the total resources invested in the nine shareholdings.<br />

BHS Getriebe<br />

www.bhs-getriebe.de<br />

BHS Getriebe is one of the world’s largest producers of turbo<br />

propulsion systems. BHS turbo drives are used in electricity<br />

generation, oil and gas extraction and transportation, and in the<br />

chemicals and petrochemicals industries. BHS produces also<br />

clutches and rotor propulsion systems. It has 310 employees.<br />

BHS has been acquired by Voith Turbo, another German producer<br />

of propulsion systems. With this acquisition, Voith Turbo<br />

and BHS Getriebe are combining their know-how in planetary<br />

and turbo transmissions in order to boost their growth. The two<br />

companies’ international service and sales structure also offers<br />

prospects for growth.<br />

Prüm-Garant<br />

www.tuer.de – www.garant.de<br />

PRÜM-GARANT is one of the top producers of high quality interior<br />

doors in Germany. Its specifi c focus on doors guarantees the<br />

consumer a very high degree of expertise, service and advice. A<br />

strategic focus on specialist retailing is one of the main reasons<br />

for this company’s success. Prüm-Garant Holding came into<br />

being in May 2005 with the combination of PRÜM-Türenwerk<br />

and GARANT Türen und Zargen. Since this merger, PRÜM-<br />

GARANT has been constantly expanding its market share. In<br />

<strong>2007</strong> it posted sales of EUR 114 million with 727 employees.<br />

Every year the company produces more than 1.1 million doors.<br />

In May <strong>2007</strong> <strong>Gimv</strong> sold its entire holding to Looser Holding in<br />

Switzerland.<br />

| 35


BUY-OUTS<br />

AND GROWTH<br />

CAPITAL<br />

Corporate Investment France<br />

At the end of <strong>2007</strong>, <strong>Gimv</strong> opened an offi ce in the French capital and put together a buy-out team. With buy-out<br />

teams already in place in Belgium, the Netherlands and Germany, the extension to neighbouring France was<br />

a logical choice. To support and accelerate the French investment activities, <strong>Gimv</strong> concluded a cooperation<br />

agreement with the French company Pragma Capital.<br />

The French buy-out market, which is the largest in Europe after<br />

the United Kingdom, offers many high quality investment opportunities.<br />

France is no newcomer to <strong>Gimv</strong>, which has already<br />

invested EUR 80 million in French companies, including preprepared<br />

fi sh dish producer Européenne de la Mer, industrial<br />

chains manufacturer Sédis and biotech company Diatos. <strong>Gimv</strong><br />

also cooperates with the French funds Sofi nnova, EPF and<br />

I-source.<br />

To support the new team and speed up the introduction to the<br />

French buy-out market, <strong>Gimv</strong> concluded a partnership with<br />

France’s Pragma Capital, a local player specializing in midmarket<br />

buy-outs. As part of the agreement, <strong>Gimv</strong> is investing<br />

EUR 40 million in the Pragma II fund. This cooperation also<br />

allows <strong>Gimv</strong> to co-invest in the larger Pragma deals.<br />

36 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report<br />

Investeringsfocus<br />

The French buy-out team, for the time being consisting of three<br />

investment managers, is directing its efforts at companies with<br />

enterprise values of up to EUR 125 million. For larger transactions<br />

<strong>Gimv</strong> can act as a co-investor with Pragma. <strong>Gimv</strong> has<br />

earmarked EUR 30 million for this.<br />

Pragma II<br />

www.pragmacapital.fr<br />

Pragma II is aimed at management buy-outs of French companies<br />

with enterprise values of up to EUR 250 million. The fund<br />

has collected a total of EUR 345 million. With EUR 40 million<br />

<strong>Gimv</strong> is the largest foreign investor. Other foreign parties in the<br />

fund beside <strong>Gimv</strong> are the Banco Espirito Santo and Caledonia<br />

Investment. The other investors are French institutional investors<br />

like AXA, BNP Paribas and AGF. Pragma Capital, which split<br />

off from the Crédit Agricole banking group in 2002, manages<br />

the fund. In total this French private equity company manages<br />

EUR 500 million with nine investment professionals.


Corporate Investment’s ten largest unlisted<br />

shareholdings<br />

(Belgium – Netherlands – Germany – France)<br />

The Corporate Investment portfolio has a total value of EUR 532.0 million. EUR 59.8 million of this amount<br />

relates to listed (mainly Barco) and EUR 472.2 million to unlisted companies. At the end of the <strong>2007</strong>-<strong>2008</strong><br />

fi nancial year the value of the ten largest unlisted shareholdings amounted to EUR 271.8 million, or 68 percent<br />

of all unlisted Corporate Investment shareholdings (funds excluded).<br />

BMC Groep<br />

www.bmcgroep.nl<br />

BMC Groep is the Dutch market leader in professional services<br />

for the public sector (government and non-profi t organizations).<br />

The company was set up in 1986 and acts as the<br />

holding company for four separate companies, BMC, TMOP,<br />

XOPP and PublicSpirit. BMC specializes in change management,<br />

organizational consulting, coaching and training. TMOP<br />

concentrates on interim management and project support. Top<br />

management, directors and supervisory board members are<br />

selected by PublicSpirit, whilst XOPP detaches (administrative)<br />

assistants. The group employs over 1 000 professionals out of<br />

six offi ces in the Netherlands, who generally come themselves<br />

from government organizations, teaching and care institutions<br />

and other public bodies. In <strong>2007</strong>, BMC Groep had sales of<br />

EUR 135 million.<br />

De Groot International<br />

www.degroot-int.nl<br />

De Groot International is an international importer, distributor<br />

and exporter of fruit and vegetables. Over the past 50 years<br />

it has grown from a small fruit trading company into a leading<br />

organization in its fi eld with over 100 employees and sales in<br />

excess of EUR 150 million. At the start of <strong>2008</strong>, De Groot took<br />

a majority shareholding in Borgers Groothandel in Groenten en<br />

Fruit, strengthening its position in Germany and Scandinavia.<br />

Retail organizations are major De Groot customers. As well as<br />

traditional trading and cold storage, De Groot International has<br />

computer-controlled banana ripening chambers, packaging<br />

lines and its own transportation enterprise. <strong>Gimv</strong> acquired a<br />

shareholding in De Groot in the second half of 2005.<br />

European Bulk Terminals – EBT<br />

www.sea-invest.be<br />

EBT is the overall holding company of the Sea-Invest group,<br />

which has built up over 70 years’ experience in bulk and fruit<br />

handling, with terminals in Belgium, France, South Africa and<br />

elsewhere. The group operates bulk terminals (coal, iron ore<br />

etc.) and is active in fruit handling via Universal Fruit Operators<br />

(UFO). In 2006 Sea-invest built a brand-new EUR 40 million,<br />

11 hectare fruit terminal in the Port of Antwerp (Fresh Fruit<br />

Terminal Antwerp), with a storage capacity of 9 600 fruit pallets<br />

and which processes around 500 000 tonnes of fruit every year.<br />

In <strong>2007</strong> EBT had sales of around EUR 650 million.<br />

| 37


BUY-OUTS<br />

AND GROWTH<br />

CAPITAL<br />

Grandeco<br />

www.grandecogroup.com<br />

See pages 21 and 22.<br />

Lintor - Verbinnen<br />

www.lintor.be<br />

See page 22.<br />

HVEG (LowLand Fashion)<br />

www.lowlandfashion.nl<br />

See page 31.<br />

OGD (Operator Group Delft)<br />

www.ogd.nl<br />

OGD was founded in 1988 and delivers tailored ICT services,<br />

like management, helpdesk, ICT projects and software development.<br />

OGD combines high quality service with keen pricing. It<br />

employs more than 350 well-trained young professionals with<br />

technical service backgrounds. OGD has fi ve outlets in the<br />

Netherlands. In <strong>2007</strong> OGD generated sales of EUR 24 million.<br />

Together with its management, <strong>Gimv</strong> acquired a majority interest<br />

in 2006 through a management buy-out.<br />

PDC Brush<br />

www.pdcbrush.be<br />

Founded in 1946, PDC Brush is a leading European producer of<br />

household cleaning equipment (brushes, window wipers, dusters,<br />

etc.). As well as its own Linea and Nola Bliss brands, PDC<br />

Brush produces primarily under private label. Production is at<br />

two plants in Belgium and one in Romania. PDC’s customers<br />

are mainly in Western Europe and include many well-known<br />

retail chains. The company has customers in over 50 countries<br />

and is looking to grow through further geographic expansion<br />

and extending its product offering. In <strong>2007</strong> PDC Brush posted<br />

sales of nearly EUR 33 million.<br />

38 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report<br />

Scana Noliko Holding<br />

www.scana-noliko.be<br />

Scana Noliko Holding is a major European producer of private<br />

label bottled and canned vegetables and fruits, pasta and<br />

sauces. With its 30 years’ experience in food bottling and<br />

canning, this Belgian company is a trusted name for retailers,<br />

catering companies and food producers. Some 80 percent of<br />

products are exported, mainly to EU companies, headed by<br />

Germany. The company has 475 employees and works with<br />

over 300 Belgian, Dutch and German farmers. In 1993 it was<br />

the fi rst European company in its segment to be awarded the<br />

ISO 9001 quality certifi cate. In its <strong>2007</strong>-<strong>2008</strong> fi nancial year it<br />

had sales of around EUR 135 million.<br />

Westerlund Group<br />

www.westerlundgroup.com<br />

Founded in 1903, Westerlund is a port terminal operator that<br />

specializes in handling forest products. Westerlund’s Belgian<br />

terminal in Antwerp has grown into the world’s largest specialist<br />

pulp and paper terminal, extending over 880 000 m². The<br />

group also owns maritime terminals at Rouen (France) and<br />

Changshu (China) and container freight stations in the ports<br />

of Tilbury (UK) and Marseilles (France). The group’s activities<br />

have evolved in recent years towards full logistics service provision.<br />

The group also participates in various major environmental<br />

projects around its terminals. In <strong>2007</strong>, the group had sales of<br />

around EUR 124.3 million. After the balance sheet date, <strong>Gimv</strong><br />

sold its shareholding to Babcock & Brown.


Overview of major shareholdings in the <strong>Gimv</strong><br />

Corporate Investment portfolio<br />

Name Website Country Activity Entry<br />

Accent Jobs for People www.accent.be Belgium Temporary employment agencies 2006<br />

Acertys Group www.acertys.com Belgium Sale and distribution of medical equipment <strong>2007</strong><br />

ACTech* www.actech.de Germany Metal casting moulds <strong>2008</strong><br />

ADA* www.ada-online.de Germany Hotel cosmetics 2006<br />

Alfacam www.alfacam.com Belgium Outdoor TV facilities and HDTV 1998<br />

Alukon* www.alukon.de Germany Aluminium roller blinds and doors <strong>2007</strong><br />

Anaf Products www.anaf.be Belgium Door panels 1998<br />

ANP www.anp.nl Netherlands Press agency 2004<br />

Arcomet www.arcomet.com Belgium Crane building and rental 2001<br />

Barco www.barco.com Belgium Professional visualization systems 1981<br />

BEM www.bem-fcic.com Belgium Cofi nancing building projects in Central and Eastern<br />

Europe<br />

Biodiesel Holding www.bioro.be Belgium Biodiesel production 2006<br />

BMC Groep www.bmcgroep.nl Netherlands Professional services for the public sector <strong>2007</strong><br />

Boortmalt www.boortmalt.be China Malt-house 1998<br />

Cappelle www.cappelle.be Belgium Colour pigments 1989<br />

De Groot International www.degroot-int.nl Netherlands Fruit and vegetable wholesaling 2005<br />

Domus Flandria Belgium Lending company for social housing 1992<br />

EBT www.sea-invest.be Belgium Port and port-related activities 1992<br />

Européenne de la Mer www.tassos.fr<br />

www.charles-amand.fr<br />

1997<br />

France Pre-prepared food and traditional Greek products 2005<br />

Gealan www.gealan.de Netherlands Wholesaling and importing of private label clothing 2002<br />

GEKA Brush* www.geka-brush.com Germany PVC door and window profi les <strong>2007</strong><br />

Grandeco www.grandecogroup.com Germany Cosmetics brushes and packaging <strong>2007</strong><br />

HVEG (LowLand Fashion) www.lowlandfashion.nl Belgium Wallpaper 2006<br />

Impression www.impression-global.com Belgium Posters and point of sales campaigns 2000<br />

INVE www.inve.be Netherlands Fish farming / feed components 1999<br />

Karl Eugen Fischer* www.kefi scher.de Germany Cord-cutting machinery for the tyre industry 2006<br />

Le Cobourg www.lecobourg.be Belgium Home-made salad spreads <strong>2007</strong><br />

Lintor-Verbinnen www.lintor.be Belgium Chicken slaughtering and processing <strong>2007</strong><br />

Mebrom www.mebrom–group.com Belgium Distributor of specialty gases <strong>2007</strong><br />

Microtherm www.microtherm.uk.com Belgium Thermal insulation material 2004<br />

Mondi Foods Belgium www.mondifoods.be Belgium Red fruit ingredients 2001<br />

Numac Groep www.numac.nl Netherlands Industrial services <strong>2007</strong><br />

OGD www.ogd.nl Netherlands ICT services 2006<br />

PDC Brush www.pdcbrush.be Belgium Household cleaning material 2005<br />

Prolyte www.prolyte.com Netherlands Modular aluminium load-bearing constructions <strong>2007</strong><br />

Scana Noliko www.scana-noliko.be Belgium Bottled and canned fruit and vegetables 2004<br />

Sédis www.sedis.com France Industrial chains 2000<br />

Sfi nc www.pellicula.be Belgium Spices and ingredients for the meat industry 2004<br />

Sovitec www.sovitec.com Belgium Glass beads for industrial applications 2004<br />

TerStal www.terstal.nl Netherlands Fashion chain for private label clothing <strong>2008</strong><br />

Tops Foods www.topsfoods.com Belgium Pre-prepared meals 1993<br />

VAG Armaturen* www.vag-armaturen.com Germany Industrial valves and fi ttings <strong>2008</strong><br />

Verhaeren www.verhaeren.be Belgium Road building <strong>2008</strong><br />

Westerlund www.westerlundgroup.com Belgium Port and logistics company 2005<br />

Wichard www.wichard.fr France Sailing ship accessories 2002<br />

* Shareholdings of the Halder-<strong>Gimv</strong> Germany I fund<br />

| 39


VENTURE<br />

CAPITAL<br />

Information & Communication Technology<br />

In <strong>2007</strong> the ICT business unit continued its<br />

European expansion by acquiring an experienced<br />

ICT venture capitalist in France. This has already<br />

produced an investment in the French company<br />

Movea. The cooperation with Israeli venture<br />

capital fund Genesis Partners resulted during the<br />

fi nancial year in a joint investment in the Israeli<br />

company Oree.<br />

The continuing internationalization of its ICT activities refl ects<br />

<strong>Gimv</strong>’s ambition of attracting the best deals as a top tier<br />

European venture capital provider.<br />

With around thirty years of development behind it, the venture<br />

capital market has become more mature and international.<br />

Entrepreneurs looking for fi nancing no longer give preference<br />

to local players, but to venture capitalists who look beyond their<br />

own national boundaries. With international experience and local<br />

presence in various countries, <strong>Gimv</strong> ICT can look back on<br />

good performances and focus on attractive opportunities.<br />

In <strong>2007</strong> interest remained strong for internet companies with<br />

Web 2.0 applications, leading to extensive M&A activity at<br />

high valuations. Another striking feature was the sharp grown<br />

in consumer-directed technology like HDTV, advanced mobile<br />

phones, games and home server networks, all young markets<br />

which still offer lots of potential.<br />

The past fi nancial year saw acceptable valuations for early stage<br />

companies and rather high valuations for later stage ones. This<br />

phenomenon was more marked in France and in the United<br />

Kingdom, where the high numbers of venture capitalists spurred<br />

on the market, resulting in high prices. European market fi gures<br />

rose slightly in <strong>2007</strong>. In total EUR 4.60 billion of venture<br />

capital was invested, compared with EUR 4.46 billion in 2006.<br />

Up 2 percent on the previous year, this is the highest amount<br />

since 2002.<br />

40 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report<br />

ICT portfolio according to geographic distribution<br />

(based on portfolio value at 31/03/<strong>2008</strong> - excl. Telenet)<br />

United States<br />

9 %<br />

Rest of Europe pe<br />

7 %<br />

Germany 10 %<br />

Netherlands 12 %<br />

Rest of the world<br />

4 %<br />

Belgium 34%<br />

France 24 %<br />

ICT portfolio according to stage of development<br />

(based on portfolio value at 31/03/<strong>2008</strong> - excl. Telenet)<br />

Private equity funds ds<br />

11 %<br />

Secondary ary<br />

transactions 3 %<br />

Growth fi nancing ng<br />

35 5 %<br />

Seed fi nancing<br />

2 %<br />

Early stage 49 %


Oree develops revolutionary lighting technology<br />

ELASTIC POLYMERS PROVIDE ULTRA-FLAT, LONG-LASTING LIGHTING SOURCE<br />

Ultra-thin screens with environmentally friendly components: this is one of the applications that Oree is targeting with its energy-saving,<br />

patented lighting technology.<br />

Oree develops elastic, fl at fi bres that radiate light equally from their core. The technology is not aimed at replacing LED lighting, but at<br />

making it a lot more effi cient. The LEDs will no longer be behind a protective layer, but integrated into it.<br />

Oree is focusing in the fi rst place on the strong growth market of fl at screens for TVs, computers, telephones and the like. Potential<br />

customers are manufacturers of backlight units (BLUs) and fl at display screens like LG, Samsung and Sharp. In addition an enormous<br />

market lies open for general lighting, in which this shapeable lighting offers a wide range of possibilities.<br />

Investeringsfocus<br />

<strong>Gimv</strong> ICT has the necessary fi nancial strength to grasp chances<br />

directly in the present market circumstances, and can fl exibly<br />

put up both smaller and very large investment amounts.<br />

The ICT team invests at every point in a company’s development<br />

from early stage to late stage. As in previous years the<br />

emphasis is on communications, semi-conductors and software.<br />

This is a sector in which the team has built up extensive<br />

experience and where attractive investment possibilities still<br />

exist. Geographically the focus is on Europe, with an emphasis<br />

on Belgium, the Netherlands, France, Germany and the United<br />

Kingdom.<br />

In <strong>2007</strong>-<strong>2008</strong>, ICT invested EUR 67.6 million, of which<br />

EUR 5.3 million in three new shareholdings and EUR 59 million<br />

in follow-on investments. EUR 3.3 million was also invested in<br />

third party funds.<br />

INVESTMENTS<br />

Applied Development<br />

www.appdev.be<br />

Belgian-Indian company Applied Development develops software<br />

for Belgian SMEs from India. It was set up in 2006 by<br />

the founders of ValueSource, another company specializing<br />

in offshore projects that was sold to KBC in 2004. Applied<br />

Development offers SMEs a fi xed price formula, with the price<br />

and time frame agreed in advance. Customers can also opt<br />

for either a team working exclusively for them in India, or for<br />

consultants on site. Applied Development has around twenty<br />

software developers working for it. In September <strong>2007</strong> <strong>Gimv</strong><br />

took a 10 percent shareholding in the company. This investment<br />

will allow Applied Development to speed up the growth and<br />

diversifi cation of its activities.<br />

Movea<br />

www.movea-tech.com<br />

Movea, which is headquartered in Grenoble (France), was set<br />

up in March <strong>2007</strong> as a spin-out from French research institute<br />

CEA-Léti. It develops and sells solutions for recording human<br />

movement. Movea’s products are mobile, wireless, and cost<br />

and energy saving. Movea’s motion-sensing modules are aimed<br />

both at the consumer market, with pointing devices and mobile<br />

telephony, and at the health care market, including revalidation<br />

and recording of physical activities. In December <strong>2007</strong>, Movea<br />

acquired the US company Gyration, which specializes in pointing<br />

devices for digital media. <strong>Gimv</strong> invested EUR 3 million in an<br />

initial capital round totalling EUR 7.3 million.<br />

Oree<br />

www.oree-inc.com<br />

Oree, founded in 2004, is an Israeli early stage technology company<br />

that develops parts for LED-based display modules. Oree’s<br />

advanced light technology makes it possible to produce more<br />

effi cient and more fl exible LED-based light systems for LCD<br />

screens. Oree’s technology also signifi cantly reduces the production<br />

costs of LED-based LCD screens. The company’s technology<br />

can also be used for general lighting for cars, household<br />

equipment and interior decoration. In May <strong>2007</strong> <strong>Gimv</strong> invested<br />

USD 3 million in a USD 7 million series A fi nancing round. Oree<br />

is <strong>Gimv</strong>’s fi rst co-investment with the Israeli company Genesis<br />

Partners, with which it has been cooperating since 2005.<br />

| 41


VENTURE<br />

CAPITAL<br />

MAIN FOLLOW-ON INVESTMENTS<br />

CoWare<br />

www.coware.com<br />

American microelectronics company CoWare, which originated<br />

in the Imec research centre at Leuven, is an authority in developing<br />

electronic design automation (EDA) software and services.<br />

Founded in 1996, it is today the world’s largest independent<br />

EDA company. CoWare delivers products and services for<br />

systems-on-chips (SoC) designers. These chips are becoming<br />

ever smaller and the applications ever more complex. CoWare<br />

seeks to offer its customers a complete package of products and<br />

services, to enable them to continue to meet the demands of a<br />

highly complex and integrated SoC market. The main customers<br />

are leading systems, semi-conductor and IP companies.<br />

<strong>Gimv</strong> invested USD 2.8 million in a sixth capital round totalling<br />

USD 10 million.<br />

Digital Imaging Systems<br />

www.disimage.com<br />

Digital Imaging Systems (DIS), a spin-off of listed company<br />

Dialog Semiconductor, develops advanced camera modules<br />

for mobile phones with the same quality level as autonomous<br />

digital cameras. DIS’s high quality modules offer resolutions of<br />

up to eight megapixels, very low battery consumption and a<br />

wide range of functionalities, including autofocus and optical<br />

zoom. The company is located in Stuttgart (Germany) and New<br />

Jersey (USA) and has around 60 employees. <strong>Gimv</strong> added DIS<br />

to its portfolio in 2006. <strong>Gimv</strong> invested EUR 2.4 million in a<br />

EUR 10 million capital round.<br />

Gemidis<br />

www.gemidis.com<br />

Gemidis was set up in 2004 as a spin-off from the Imec research<br />

centre and the University of Ghent. The company<br />

develops LCOS (liquid crystal on chip) imagers. These liquid<br />

crystal microdisplays are used to module a miniature image on<br />

a minuscule chip, which is then enlarged with lenses to produce<br />

very high resolution broad image displays. Gemidis applications<br />

are intended both for the consumer market (home cinema<br />

projects) and the professional market (monitors and simulators).<br />

The company is seeking to offer superior image quality at<br />

affordable prices. Gemidis has its head offi ce in Belgium, and<br />

other facilities in Taiwan and Japan. 45 people work for Gemidis.<br />

In June <strong>2007</strong> Gemidis collected EUR 6 million from a group of<br />

investors including <strong>Gimv</strong>, Quest for Growth and Fortis.<br />

42 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report<br />

Inside Contactless<br />

www.insidecontactless.com<br />

French company Inside Contactless develops and sells chips<br />

and other hardware for contactless smartcards and electronic<br />

card readers. Inside’s contactless payment chips are used,<br />

among other things, to permit wireless payments from mobile<br />

telephones. The telephone is just placed next to a scanner and<br />

the purchase is activated in wireless mode. Inside is taking full<br />

advantage of the crucial importance of rapid, effi cient product<br />

development in this fast growing market. With offi ces in France,<br />

China, Poland, the USA and Singapore, Inside is a global player.<br />

<strong>Gimv</strong>’s EUR 3 million investment was part of a total EUR 25 million<br />

capital round, in which Nokia and Motorola also invested.<br />

<strong>Gimv</strong> has been supporting Inside Contactless since 1998.<br />

L&C<br />

www.landcglobal.com<br />

Language & Computing (L&C), which was set up in 1998, develops<br />

software based on its own patented NLP (Natural Language<br />

Processing) technology. L&C’s medical language technologies<br />

enable a computer to understand the content of written medical<br />

language and to reorganize and structure information from<br />

databases of medical reports. The L&C technology signifi cantly<br />

improves the level of detail and precision. Applications include<br />

coding systems, electronic medical fi les and text analysis systems.<br />

In <strong>2007</strong> the company relocated its headquarters from<br />

Belgium to the USA. <strong>Gimv</strong> fi rst invested in L&C in 2000. The<br />

follow-up investment amounts to EUR 1.3 million.


Liquavista<br />

www.liquavista.com<br />

Dutch company Liquavista, a spin-off of Philips Research Labs,<br />

has developed a revolutionary display screen technology known<br />

as electrowetting. This refl ective screen technology, whereby the<br />

screen is formed of microscopically small oil droplets in water, offers<br />

two major advantages over existing screen technologies. An<br />

electrowetting-based display consumes 90 percent less power.<br />

Screens are also very brightly coloured, making them perfectly<br />

legible also in strong sunlight. Liquavista screens are used for<br />

a wide range of mobile products, including videos, telephones,<br />

digital cameras and navigation equipment. Liquavista’s fi rst<br />

energy-saving screens will be reaching the market in mid-<strong>2008</strong>.<br />

The company has offi ces in Eindhoven, Cambridge and Hong<br />

Kong. In March <strong>2008</strong> <strong>Gimv</strong> joined Amadeus Capital Partners<br />

and New Venture Partners in a second fi nancing round totalling<br />

EUR 8 million.<br />

Mentum (ex-CTS International)<br />

www.mentum.com<br />

French company Mentum develops network planning, network<br />

implementation and optimization software for mobile network<br />

operators. The company came into being in June <strong>2007</strong> when<br />

CTS International took over Ericsson’s network planning product<br />

line. Mentum software allows mobile operators to use their existing<br />

networks more effectively and to optimally extend their networks.<br />

Mentum has offi ces in Tokyo, Hong Kong, Paris, Ottawa<br />

and Dallas and customers in more than 40 countries worldwide.<br />

The <strong>Gimv</strong> follow-on investment is part of a EUR 6.7 million third<br />

capital round.<br />

Metris<br />

www.metris.com<br />

Since being set up in 1995 as a spin-off of the Catholic University<br />

of Leuven, Metris has grown into a world player providing total<br />

3D quality control solutions for development and production<br />

departments in the automotive and aircraft industries. Metris<br />

delivers both traditional coordinates measuring equipment and<br />

innovative optical measuring systems. Metris solutions provide<br />

high-accuracy 3D measurement of complete vehicles (cars,<br />

aircraft, trains, ships) and of individual components, with which<br />

to guarantee perfect assembly. At the end of 2006 Metris was<br />

introduced onto the stock market. In <strong>2007</strong> it acquired Garda,<br />

Coord3, M-Cubed, X-Tek and the iLS (Intelligent Laser Systems)<br />

department of Virtek. <strong>Gimv</strong> granted Metris a EUR 20 million<br />

mezzanine loan with warrants to fi nance the acquisitions.<br />

Telenet<br />

www.telenet.be<br />

See page 45.<br />

VirtenSys<br />

www.virtensys.com<br />

Virtensys is a British start-up in the young and fast-growing<br />

market of input / output virtualization. Its products are fi nding<br />

their way into data centres and into storage and network<br />

infrastructure markets. Virtensys was set up in 2005 and has<br />

put together an exceptional team of experts in the fi eld of<br />

semiconductor and systems development. The head offi ce is<br />

in Manchester (UK) and the sales and marketing offi ces in the<br />

USA. <strong>Gimv</strong> invested GBP 2 million in a series B fi nancing round<br />

together with Scottish Equity Partners and Celtic House Venture<br />

Partners. The additional resources will enable the company to<br />

expand and shortly bring its fi rst products to market.<br />

| 43


Rémy de Tonnac - CEO Inside Contactless<br />

GIMV NETWORK OPENS DOORS<br />

INSIDE’S NO-CONTACT TECHNOLOGY IS<br />

CONVINCING BUYERS WORLDWIDE<br />

Since 2006 Rémy de Tonnac has headed up Inside Contactless,<br />

a company that develops chipsets that can communicate wireless<br />

and contactless and without any energy source with cell<br />

phones, computers, terminals and the like. The electromagnetic<br />

fi eld generated by the apparatus provides the requisite energy<br />

for data exchange via radio waves. Application areas are bank<br />

cards, ID cards and passports fi tted with chips, but the possibilities<br />

are much wider. The CEO speaks of his experiences with<br />

<strong>Gimv</strong> as a venture capital provider.<br />

How did the cooperation between Inside Contactless<br />

and <strong>Gimv</strong> come about?<br />

“I myself have been in the private equity world, but the relationship<br />

with <strong>Gimv</strong> was for me something new and refreshing. When<br />

<strong>Gimv</strong> invested in Inside Contactless in 1998, our company had<br />

only a limited choice of capital providers. Even though the company<br />

was still in a very tender early stage, <strong>Gimv</strong> recognised what<br />

was unique in Inside’s technology. I remember that when setting<br />

up Inside I was originally not in favour of spinning off Inside<br />

from its parent company Gemplus. Inside would initially have to<br />

devote itself almost entirely to research & development. In this<br />

sense <strong>Gimv</strong> had a sharp eye for Inside’s distinctive technology<br />

and patents, and saw the items that needed to be addressed.”<br />

44 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report<br />

What distinguishes <strong>Gimv</strong> from other investment<br />

companies?<br />

“<strong>Gimv</strong> spotted the uniqueness that the others missed. It also<br />

looks very carefully at the quality of the management and the<br />

implementation of key processes. Whereas other venture capital<br />

providers are focused primarily on the fi nancial side, with<br />

a somewhat short-term horizon, <strong>Gimv</strong> is in for the long haul.<br />

They detached competent people to our board of directors, who<br />

made all the difference.”<br />

What does ‘make all the difference’ really mean?<br />

“<strong>Gimv</strong> is a partner we can count on when the going gets rough.<br />

It is then that it becomes clear who is really committed. <strong>Gimv</strong><br />

has a no-nonsense, “in your face” style which you have to be<br />

ready to accept. But the result was always positive. The fact that<br />

<strong>Gimv</strong> asked us the right questions at the right time meant that<br />

we knew where the real challenges lay. We realized when we<br />

had to deal with dysfunctional situations in the organization. At<br />

times this was tough, but always very relevant. With well-argued,<br />

well-founded reasons, <strong>Gimv</strong> exercised the right pressure to<br />

make Inside successful.”<br />

What for you is <strong>Gimv</strong>’s best card?<br />

“<strong>Gimv</strong> is not driven just by the fi nancial side of things, but also<br />

by a concern for the company. It is a respectful partner. In<br />

particular <strong>Gimv</strong> has an eye for the key questions. Is the positioning<br />

good? Can the gross margin hold? Who will be the strong<br />

player in the market two years out? How and with whom must<br />

the operations be streamlined? And do we have the right people?<br />

These are basic questions, but timing is everything. <strong>Gimv</strong><br />

asks the questions at the right time and delivers the results it<br />

promises.”<br />

How do you see the cooperation looking forward?<br />

“<strong>Gimv</strong> is a partner that says what its does and does what it says.<br />

The high quality introductions that <strong>Gimv</strong> provides to important,<br />

infl uential parties and decision-makers such as top semiconductor<br />

producers are of enormous value to us. We hope that we<br />

will continue to make a lot of use of these in the future.”


DIVESTMENTS<br />

Business Architects<br />

www.baiworld.com<br />

Business Architects International (BAI) is a leading European<br />

software company offering a wide range of software solutions to<br />

banks and asset managers. With offi ces in fi ve countries, BAI<br />

has grown into an established European player with a product<br />

range tailored to the various countries it serves. In February<br />

<strong>2007</strong> BAI sold Eximius, its Wealth Management department, to<br />

Thomson Financial. In September of the same year <strong>Gimv</strong> and<br />

the other shareholders sold their interests in BAI to the listed<br />

French consultancy and IT services company Sopra Group.<br />

<strong>Gimv</strong>, that entered the company in 1998, played an active role<br />

in the internationalization of BAI.<br />

Captor<br />

www.captorgroup.com<br />

Captor offers solutions that allow companies and organizations to<br />

manage their employees effi ciently and effectively, with software<br />

and hardware for time recording, access control and personnel<br />

planning, and software applications for training and competence<br />

management. The company was set up in 1987. With offi ces<br />

in Belgium, the Netherlands, France, Germany and the United<br />

Kingdom, Captor is one of the only pan-European groups in this<br />

sector. Its products are used in over 2 000 organizations across<br />

Europe. In June <strong>2007</strong> <strong>Gimv</strong> sold its shareholding to Kronos,<br />

the US company which is the market leader in workforce management.<br />

This acquisition strengthens Kronos’ position in the<br />

European market.<br />

Interwise<br />

www.interwise.com<br />

Interwise develops and sells software for real time video, audio<br />

and data communication via the internet. The US-Israeli<br />

company focuses on web conferencing and the live e-learning<br />

market. The company originated in Israel, but is headquartered<br />

in the USA. Interwise is active in countries like the United<br />

Kingdom, France, Japan, China and Australia, and has offi ces<br />

in six countries. <strong>Gimv</strong> entered the company in 2001. In <strong>2007</strong><br />

the US telecoms group AT&T acquired Interwise and integrated<br />

it into its Global Business Services division.<br />

Mediornet<br />

A bankruptcy forced <strong>Gimv</strong> to write off its entire investment in<br />

Austrian company Mediornet. This bankruptcy followed an unsuccessful<br />

search for additional capital and a strategic partner.<br />

The Mediornet assets from the bankruptcy were sold to the<br />

German group Riedel Communications.<br />

PARTIAL DIVESTMENTS<br />

Telenet<br />

www.telenet.be<br />

Belgian cable operator Telenet offers TV distribution (both<br />

analogue and digital), internet and telephony. It is the largest<br />

supplier of broadband cable services for private individuals in<br />

Belgium. Telenet Solutions is aimed at the professional market,<br />

delivering appropriate voice and data traffi c, internet and digital<br />

TV solutions to major enterprises, government bodies, health<br />

institutions and SMEs. Since 2005 Telenet has been listed on<br />

Euronext Brussels. The company has around 1 500 employees.<br />

Belgian Cable Investor, controlled by Liberty Global, exercised<br />

its call options on the Telenet shares held by <strong>Gimv</strong>, at EUR 25<br />

a share, representing a cash income of EUR 95.1 million for<br />

3 804 450 shares. At the beginning of August, <strong>Gimv</strong> exercised<br />

its Telenet warrants at EUR 13.33, bringing its holding in<br />

Telenet back up to 1 615 344 shares or 1 percent of the share<br />

capital. Finally, in November, Telenet carried out a capital<br />

reduction of EUR 6 per share, giving <strong>Gimv</strong> a cash income of<br />

EUR 9.7 million.<br />

GIMV ICT’S TEN LARGEST UNLISTED<br />

SHAREHOLDINGS<br />

The ICT portfolio has a total value of EUR 165.8 million.<br />

EUR 26.8 million of this amount relates to listed and<br />

EUR 139.0 million to unlisted companies. At the end of the<br />

<strong>2007</strong>-<strong>2008</strong> fi nancial year the combined value of the ten largest<br />

unlisted shareholdings amounted to EUR 76.3 million, or 62 percent<br />

of all unlisted <strong>Gimv</strong> ICT shareholdings (funds excluded).<br />

| 45


VENTURE<br />

CAPITAL<br />

Clear2Pay<br />

www.clear2pay.com<br />

Clear2Pay develops innovative payment systems for fi nancial<br />

institutions, aimed at the safe, timely and smooth processing<br />

of internal payment traffi c. Clear2Pay invests around<br />

EUR 5 million a year in researching and developing innovative<br />

payment technologies for use on a global scale. The company<br />

is headquartered in Belgium and operates in the Netherlands,<br />

Germany, Poland, Spain, the UK, the USA, China, Australia<br />

and Singapore. It has more than 400 employees. In <strong>2007</strong><br />

Clear2Pay acquired Belgian company Integri which specializes<br />

in test services and software. This was followed a few weeks<br />

later by its French counterpart Diagram EDI. At the start of<br />

this year Clear2Pay collected EUR 10 million from its existing<br />

shareholders, including <strong>Gimv</strong>.<br />

CoreOptics<br />

www.coreoptics.com<br />

Fast-growing and innovative CoreOptics develops advanced<br />

optical network subsystems which signifi cantly increase the<br />

capacity of existing networks (higher speed) and the reach of<br />

optical links (improved signal). CoreOptics solutions can be<br />

applied universally both on local and on ultra-long distance<br />

networks. Direct customers are primarily major suppliers of optical<br />

transmission systems like Siemens, Fujitsu and Ericsson<br />

that integrate CopeOptics’ modular building blocks into various<br />

applications and network systems for telecom and data networks.<br />

The company was set up in 2001 and employs around<br />

100 people. The head offi ce is in Nürnberg, with sales and<br />

support divisions in the USA. <strong>Gimv</strong> has invested in CoreOptics<br />

since 2006.<br />

CoWare<br />

www.coware.com<br />

See page 42.<br />

Digital Imaging Systems<br />

www.disimage.com<br />

See page 42.<br />

Gemidis<br />

www.gemidis.com<br />

See page 42.<br />

46 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report<br />

Human Inference<br />

www.humaninference.com<br />

Human Inference, which was founded in 1986, is a leading<br />

European player on the market for solutions to improve the<br />

quality of business data. Data quality management has proved<br />

a strongly growing area in recent years, mainly because it determines<br />

the effi ciency of business applications like CRM and<br />

ERP. Human Inference’s software allows customers to work with<br />

reliable data, thanks to a technological platform that couples<br />

existing business processes to external references to ensure<br />

that data are complete, correct, up-to-date and unique (and in<br />

this way improve their quality). The company today has 75 employees<br />

and delivers to 180 blue chip companies in various<br />

sectors. <strong>Gimv</strong> entered Human Inference in <strong>2007</strong>.<br />

Inside Contactless<br />

www.insidecontactless.com<br />

See pages 42 and 44.<br />

Liquavista<br />

www.liquavista.com<br />

See page 43.<br />

Mentum (ex-CTS International)<br />

www.mentum.com<br />

See page 43.<br />

Tinubu Square<br />

www.tinubusquare.com<br />

French company Tinubu Square is the European leader in automated<br />

solutions and consultancy for the B2B credit insurance<br />

market. Tinubu Square helps manage customer risk and payment<br />

guarantees for inter-company transactions, regardless of<br />

the buyer’s or seller’s country. The service is fl exible, rapid and<br />

complete, and functions as a real interface between credit insurers<br />

and their customers. The Tinubu Square solutions reduce the<br />

cost risk, automate the administrative management processes<br />

and improve the company’s service quality. Tinubu Square has<br />

offi ces in France and Belgium and has forty employees.


Overview of the <strong>Gimv</strong> ICT portfolio<br />

Name Website Country Activity Entry<br />

3mensio www.3mensio.com Netherlands 3D software for medical applications / radiology 2004<br />

Applied Development www.appdev.be Belgium / India Software development <strong>2007</strong><br />

Aventiv www.aventiv.com Belgium Online document management <strong>2007</strong><br />

Clear2Pay www.clear2pay.com Belgium Innovative payments applications 2006<br />

CoreOptics www.coreoptics.com Germany Optical network subsystems 2006<br />

CoWare www.coware.com USA Chip design software (EDA) 1997<br />

CR2 www.cr2.com Ireland Financial channel management software 2000<br />

Digital Imaging Systems www.disimage.com Germany Mobile phone camera modules 2006<br />

Ecophos www.ecophos.com Belgium R&D company in the phosphate industry 1996<br />

Gemidis www.gemidis.com Belgium Micro-displays for high resolution broadband monitors 2004<br />

Greenpeak www.greenpeak.com Netherlands Low consumption ZigBee solutions 2006<br />

Human Inference www.humaninference. com Netherlands Data quality management software <strong>2007</strong><br />

Inside Contactless www.insidefr.com France Smartcard design 1998<br />

L&C www.landcglobal.com USA NLP-based software solutions 2000<br />

Liberty Channels www.libertytv.com Luxembourg B&C, B&B travel website 2000<br />

Liquavista www.liquavista.com Netherlands Screen technology for mobile applications 2006<br />

LivePerson www.liveperson.com USA Online conversation solutions 2002<br />

Mentum www.mentum.com France Network planning software 2002<br />

Metris www.metris.be Belgium Quality control software and hardware 2000<br />

Movea www.movea-tech.com France Human movement recording apparatus <strong>2008</strong><br />

Oree www.oree-inc.com Israel LED display parts <strong>2007</strong><br />

Psytechnics www.psytechnics.com United Kingdom Speech quality measurement software 2004<br />

Telenet www.telenet.be Belgium Broadband cable operator 1996<br />

Tinubu Square www.tinubusquare.com France Automated credit management solutions 2002<br />

VirtenSys www.virtensys.com United Kingdom Input / output-virtualization 2006<br />

| 47


VENTURE<br />

CAPITAL<br />

Life Sciences<br />

The big events for Life Sciences in <strong>2007</strong>-<strong>2008</strong><br />

were the stock market introduction of Ablynx<br />

and the further divestment from deVGen. The<br />

business unit also optimised its more mature<br />

portfolio with various follow-on investments. The<br />

range of activities for new investments is also<br />

widening.<br />

Bioworld Finance Watch, in its annual overview for <strong>2007</strong>, reports<br />

USD 24 billion of venture capital investment in the life<br />

sciences sector, up slightly on 2006, with more money being<br />

invested in later stage companies. For venture capital investors<br />

in early stage companies, the time-to-divestment is becoming<br />

ever longer.<br />

Major differences remain between countries and regions, as<br />

in previous years. In the USA, the market is volatile, in the UK<br />

market performance is weak. In Scandinavia we are seeing a<br />

perceptible cooling off with stock market introductions being<br />

put off until later. In Germany results were not brilliant either,<br />

with certain listed life science companies experiencing severe<br />

setbacks.<br />

In Belgium and the Netherlands, the investment climate was<br />

reasonable, including the stock market introductions of Ablynx<br />

and Tigenix and the private placements of Innogenetics,<br />

OncoMethylome Sciences and Thrombogenics. Switzerland<br />

too remains a highly attractive market for life sciences, with<br />

attractive results.<br />

Investment focus<br />

Life Sciences focuses on long-term investments, with a careful<br />

eye to the specifi cities of different geographic markets. It is aiming<br />

at a diversifi ed portfolio with investments in drug research<br />

and diverse technologies. Diagnostics activities and technologies<br />

with applications in the agro and energy sectors also fi t into<br />

the investment policy. <strong>Gimv</strong> remains interested in every phase of<br />

a company’s development, from early stage to listed. Its primary<br />

focus is on European companies, but it also looks at promising<br />

enterprises in other parts of the world.<br />

In <strong>2007</strong>-<strong>2008</strong>, Life Sciences invested EUR 18.4 million.<br />

48 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report<br />

Life Sciences portfolio according to geographic<br />

distribution (based on portfolio value at 31/03/<strong>2008</strong>)<br />

United States<br />

40 %<br />

Rest of Europe<br />

15 %<br />

Life Sciences portfolio according to stage of<br />

development (based on portfolio value at 31/03/<strong>2008</strong>)<br />

Private equity ty<br />

funds ds<br />

26 %<br />

Growth fi nancing ng<br />

28 %<br />

BBelgium<br />

19%<br />

France F 21 %<br />

Netherlands N<br />

4 %<br />

Germany 1 %<br />

Seed fi nancing<br />

2 %<br />

Early stage 44 %


<strong>Gimv</strong> continues to support shareholding<br />

ABLYNX CARRIES OFF LARGEST EVER BIOTECH IPO ON EURONEXT BRUSSELS<br />

With its IPO in the last quarter of <strong>2007</strong>, Ablynx collected EUR 85 million, which is a record for a biotech company on Euronext<br />

Brussels. Ablynx now has ample resources with which to continue developing its therapies. The pipeline is promising and continues to<br />

grow. An initial product has recently been tested on humans. Ablynx has cooperation agreements with top companies like Boehringer<br />

Ingelheim, Novartis, Procter & Gamble and Wyeth to further validate its technology.<br />

This IPO demonstrates how Flemish start-ups can grow wings with venture capital from <strong>Gimv</strong>. <strong>Gimv</strong> did not sell any shares at the IPO,<br />

but used the attractive introduction price to buy more.<br />

Ablynx specialises in a new category of medicines derived from llama antibodies. From these antibodies it has developed nanobodies,<br />

that is tiny antibody fragments which should also be able to heal human beings. The antibodies developed in this way can be used<br />

against cardiovascular disorders, Alzheimer’s and cancer, but the potential is much wider.<br />

NEW INVESTMENT<br />

Acertys<br />

www.acertys.com<br />

Acertys sells, distributes and acts as an integrator of high tech<br />

medical apparatus. With its own team of technical specialists,<br />

Acertys provides specifi c user training. The group also supplies<br />

technical equipment to fi refi ghting, police, defence and civil<br />

defence services and distributes medical consumables to hospitals,<br />

homes for the elderly and fi rst aid services. Acertys came<br />

into being in <strong>2007</strong> through the merger of Meda, Vandeputte<br />

Medical BV and Vandeputte Medical & Security NV. The merger<br />

of these Belgian and Dutch companies allows the company to<br />

guarantee outstanding service and at the same time remain<br />

a trusted proximity partner to its customers. Acertys employs<br />

185 people. With sales of almost EUR 44 million the group has<br />

a leading market position in the Benelux. Corporate Investment<br />

Belgium and the Life Sciences business units have together<br />

taken a majority interest in this new group.<br />

MAIN FOLLOW-ON INVESTMENTS<br />

Ablynx<br />

www.ablynx.com<br />

This biopharmaceuticals company, a spin-off of the VIB, is<br />

investigating and developing a new type of antibodies. Derived<br />

from camels, these will be used for treating thrombosis, immunity<br />

system problems and neurodegenerative illnesses. In <strong>2007</strong><br />

Ablynx concluded a major cooperation contract, potentially<br />

worth EUR 1.3 billion, with Boehringer Ingelheim to co-develop<br />

and co-market 10 nanobody drugs. In November <strong>2007</strong>, Ablynx<br />

pulled off the largest ever biotech IPO on Euronext Brussels.<br />

<strong>Gimv</strong> used the attractive introductory price to increase its holding<br />

in Ablynx.<br />

Ambit<br />

www.ambitbio.com<br />

US biotech company Ambit, set up in 2000, develops little molecular<br />

kinase blockers for treating cancer. Using its proprietary<br />

KinomeScan technology, Ambit produces uniform, detailed kinase<br />

(enzymes) profi les which serve to develop more targeted<br />

drugs with minimum side effects. Many of Ambit’s drugs are<br />

at the preclinical and clinical research stages. These include<br />

AC220, a kinase blocker for treating an acute form of leukaemia.<br />

The company maintains partnerships with prominent companies<br />

like Roche, Pfi zer and GlaxoSmithKline. <strong>Gimv</strong>, which has been a<br />

shareholder of Ambit since 2002, took part in a USD 49.3 million<br />

series D capital increase.<br />

Ceres<br />

www.ceres-inc.com<br />

With a technology which uses plant genomes, Ceres is developing<br />

new commercial applications and sustainable solutions for<br />

energy production, agriculture, health and human food. Among<br />

other things it uses innovative crops for producing biofuels.<br />

Ceres works with Monsanto to develop new and better plant<br />

varieties. Since being founded in 1997, Ceres has mapped the<br />

genetic codes of 70 000 plants. The company has 130 employees.<br />

In September <strong>2007</strong>, <strong>Gimv</strong> took part in a USD 75 million<br />

investment round.<br />

| 49


VENTURE<br />

CAPITAL<br />

Diatos<br />

www.diatos.com<br />

Franco-Belgian company Diatos, a spin-off of the Institut<br />

Pasteur, is developing anti-cancer therapies using its proprietary<br />

peptide technology. Diatos is seeking to improve the features of<br />

existing therapies and to create new ones with greater effi ciency,<br />

optimised dosage and reduced toxicity and side effects. Diatos<br />

has 40 employees working out of facilities in France, Belgium<br />

and the USA. <strong>Gimv</strong> co-invested in a series D capital round for<br />

EUR 9.4 million. This new capital will serve to fi nance patient<br />

testing of Diatos’s therapies. The company will shortly be testing<br />

DTS-301, a new breast cancer treatment with reduced side<br />

effects.<br />

Fovea Pharmaceuticals<br />

www.fovea-pharma.com<br />

Fovea Pharmaceuticals was set up in 2005 to research and<br />

develop drugs for treating ophthalmologic disorders, such as<br />

age-related macular degeneration, retinitis pigmentosa and diabetic<br />

retinopathy. Fovea has developed a range of products in<br />

different stages of testing, from pre-clinical products to products<br />

about to undergo clinical testing. Fovea collected EUR 30 million<br />

in a series B fi nancing round from various investors, including<br />

<strong>Gimv</strong>, Sofi nnova Partners, Forbion and Abingworth. Fovea will<br />

be using the new resources for further developing its pre-clinical<br />

and clinical stage drugs and its technology platform.<br />

Nereus Pharmaceuticals<br />

www.nereuspharm.com<br />

Nereus Pharmaceuticals is a US pharmaceuticals R&D company<br />

that was set up in 1999 to explore new candidate substances.<br />

These Nereus obtains from the sea, which is the planet’s largest<br />

source of microbial diversity. Based on this marine microbiology<br />

Nereus is developing medicines for cancer, infectious diseases<br />

and infl ammations. Two Nereus drugs are at the clinical test<br />

phase. A number of other highly promising candidates are expected<br />

to reach this stage in 2009. 38 people work for Nereus<br />

Pharmaceuticals. <strong>Gimv</strong>, which has been a shareholder since<br />

2000, took part in a USD 45 million series D fi nancing round.<br />

50 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report<br />

DIVESTMENT<br />

deVGen<br />

www.devgen.com<br />

Ghent-based biotech company deVGen, a spin-off of the VIB,<br />

researches, develops and markets biotech products to protect<br />

a wide range of agrocrops against pest organisms. It is also<br />

developing new drugs to treat disorders like diabetes, obesity,<br />

cardiovascular irregularities and infl ammations. In June<br />

2005, deVGen was successfully introduced onto Euronext. In<br />

November <strong>2007</strong> it acquired Monsanto’s seed activities in India.<br />

In so doing deVGen has grown into an integrated player on the<br />

seed market, from lab to farmer. Its headcount has now risen<br />

to over 170. During two private placements in <strong>2007</strong>, <strong>Gimv</strong> sold<br />

a sizeable package of deVGen shares. The remaining participation<br />

was fully realized in <strong>2008</strong>. <strong>Gimv</strong> had been a shareholder in<br />

deVGen since 1997.


GIMV IS A REFERENCE IN THE BIOTECH<br />

MARKET<br />

VALUE CREATION AT DEVGEN PROVES<br />

SECTOR’S POTENTIAL<br />

Flemish agro-biotech company deVGen is generating income<br />

by licensing technologies and products. Increasingly it is also<br />

developing solutions based on its own proprietary technology.<br />

DeVGen has concluded partnerships with top companies<br />

like Sumitomo and Monsanto. CEO Thierry Bogaert tells how<br />

<strong>Gimv</strong> helped stimulate deVGen’s success and that of Flemish<br />

biotech.<br />

Why did deVGen chose <strong>Gimv</strong><br />

as a fi nancing partner?<br />

“When we set out to sea in 1997 with <strong>Gimv</strong>, this was a logical<br />

choice for deVGen. <strong>Gimv</strong> had experience in biotechnology –<br />

something rare at the time – and was also a strong local player.<br />

This is important: a start-up company needs to win the trust<br />

of a major local investor. This is essential. The local investor<br />

knows the market situation and can correctly assess the potential<br />

existing in the company. <strong>Gimv</strong> has played its venture<br />

capital investor role immaculately. Indeed, the biotech sector<br />

as a whole has received many fresh impulses from the Flemish<br />

government’s “Innovation through Knowledge and Technology”<br />

(IWT) programme.”<br />

Was the transfer of knowhow from <strong>Gimv</strong><br />

important for deVGen?<br />

“<strong>Gimv</strong>’s input, also from outside the fi nancial fi eld, was vital<br />

for deVGen. The <strong>Gimv</strong> representative played a crucial role in<br />

developing the business plan, devising the strategy and defi ning<br />

the choices we have made as a company. <strong>Gimv</strong>’s track record<br />

in biotech is of the highest level. <strong>Gimv</strong> is one of the better and<br />

more committed biotech investors in Europe and has a strong<br />

investment team.”<br />

Thierry Bogaert - CEO deVGen<br />

What for you are <strong>Gimv</strong>’s strongest points?<br />

“<strong>Gimv</strong> does not work like closed funds, which after a predefi ned<br />

number of years start looking to divest. Its time horizon is longer<br />

than the customary three to fi ve years. This is necessary in life<br />

sciences and enables exits to be planned more strategically. A<br />

biotech company needs more time to prove itself on the market.<br />

We have seen this with colleagues like Ceres, Innogenetics and<br />

Ablynx.”<br />

Does the <strong>Gimv</strong> network offer an added value for<br />

deVGen?<br />

“<strong>Gimv</strong> is a well reputed player in the agro-biotech world with an<br />

interesting network of quality companies. This is a major added<br />

value. Doors open to people in this network. Companies are<br />

happy to be part of the <strong>Gimv</strong> portfolio, it is a reference of their<br />

credibility. If tomorrow I were to again start a biotech company,<br />

I would again set sail with <strong>Gimv</strong>.”<br />

| 51


VENTURE<br />

CAPITAL<br />

BIOTECH FONDS VLAANDEREN<br />

The Biotech Fonds Vlaanderen was set up in 1994 to provide<br />

venture capital to existing and starting medium and large sized<br />

companies in the Flemish biotechnology sector. The fund’s remit<br />

includes attracting new biotech companies to start or develop<br />

activities in Flanders. In this way the fund is placing Flanders on<br />

the world map of scientifi c research and industrial development.<br />

<strong>Gimv</strong> manages this fund at the request of the Flemish Region.<br />

In <strong>2007</strong>-<strong>2008</strong>, Biotech Fonds Vlaanderen made follow-on investments<br />

in Ablynx, Actogenix, Diatos, Movetis and Thrombogenics<br />

in an amount of EUR 12.1 million. The fund took no new shareholdings<br />

during the past fi nancial year.<br />

GIMV LIFE SCIENCES’ TEN LARGEST<br />

UNLISTED SHAREHOLDINGS<br />

The Life Sciences portfolio has a total value of EUR 139.6 million.<br />

EUR 36 million of this amount is in listed and EUR 103.6 million<br />

in unlisted companies. At the end of the <strong>2007</strong>-<strong>2008</strong> fi nancial<br />

year the value of the ten largest unlisted shareholdings<br />

amounted to EUR 59.8 million, or 90 percent of all unlisted<br />

<strong>Gimv</strong> Life Sciences shareholdings (funds excluded).<br />

Ambit<br />

www.ambitbio.com<br />

See page 49.<br />

Astex Therapeutics<br />

www.astex-therapeutics.com<br />

British biotech company Astex researches and develops new<br />

drugs against cancer and other human diseases for which as<br />

yet no effective cures have been found. The company’s primary<br />

thrust is in oncology, with an emphasis on putting together drugs<br />

that are more effective and less toxic. Since it was founded<br />

in 1999, Astex Therapeutics has developed a whole series of<br />

products with the patented Pyramid platform. These products<br />

are now at the clinical and pre-clinical phase. Astex has<br />

concluded various cooperation agreements with major pharmaceuticals<br />

companies like Novartis, AstraZeneca and Boehringer<br />

Ingelheim. <strong>Gimv</strong> entered the capital of Astex in 2001.<br />

52 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report<br />

Ceres<br />

www.ceres-inc.com<br />

See page 49.<br />

ChemoCentryx<br />

www.chemocentryx.com<br />

ChemoCentryx is a leading late stage biotech company producing<br />

oral drugs for treating auto-immune diseases, infl ammatory<br />

disorders and cancer. It is a pioneer in research into the chemokine<br />

network (network of signal substances) that plays a crucial<br />

role in regulating the immune system. Crohn’s disease, rheumatoid<br />

arthritis and multiple sclerosis are some of the diseases<br />

which ChemoCentryx has programmes to combat. In 2006 it<br />

concluded a cooperation agreement with GlaxoSmithKline for its<br />

Trafi cet-EN treatment of irritable bowel syndrome. The cooperation<br />

with <strong>Gimv</strong> began in 2002.<br />

Diatos<br />

www.diatos.com<br />

See page 50.<br />

Fovea Pharmaceuticals<br />

www.fovea-pharma.com<br />

See page 50.<br />

Nereus Pharmaceuticals<br />

www.nereuspharm.com<br />

See page 50.


PamGene<br />

www.pamgene.com<br />

PamGene, a Ditch biotech spin-off of Organon Technika, is<br />

developing test chips based on microarray technology, which<br />

is one of the most important analysis technologies in molecular<br />

biology research. The PamChip has a much faster analysis time<br />

than the better known DNA chips: a few minutes in place of<br />

hours. As well as DNA analysis PamGene is also using the same<br />

technology to examine how cells react to the administration of<br />

certain medicines. This would enable medicines with less sideeffects<br />

to be brought more effi ciently onto the market. Japanese<br />

company Olympus and Belgian company Innogenetics have<br />

licensed in PamGene’s platform technology for diagnostic applications.<br />

PamGene has been in the <strong>Gimv</strong> portfolio since 2000.<br />

Plexxikon<br />

www.plexxikon.com<br />

American company Plexxikon is a leading player in researching<br />

and developing new drugs for handling cardiovascular and<br />

metabolic disorders, infl ammations and cancers. The research<br />

is based on its proprietary technology platform that uses structural<br />

screening and analysis in as early a stage as possible<br />

in developing drugs. Plexxikon has signed partnerships with<br />

Servier, Wyeth Pharmaceuticals and Genentech Inc. In 2006<br />

Plexxikon concluded a cooperation agreement with Roche to<br />

develop a cancer drug. <strong>Gimv</strong> has been supporting Plexxikon<br />

since 2002.<br />

Xanthus Pharmaceuticals<br />

www.xanthus.com<br />

Xanthus Pharmaceuticals was set up in Massachusetts, USA,<br />

in 2001. It researches, develops and markets new therapies<br />

to combat cancer and auto-immune disorders. The broad<br />

portfolio of licensed-in products, including Xanafi de and Oral<br />

Fludarabine, is spread over various stages of research. <strong>Gimv</strong><br />

entered Xanthus in 2003.<br />

| 53


VENTURE<br />

CAPITAL<br />

Overview of the <strong>Gimv</strong><br />

Life Sciences portfolio<br />

Name Website Country Activity Entry<br />

7tm Pharma www.7tm.com France Therapeutics for treating metabolic disorders 2002<br />

AbLynx www.ablynx.com Belgium Antibody technology 2001<br />

ActoGenix www.actogenix.com Belgium Proteins for treating gastrointestinal diseases, etc. 2006<br />

Ambit www.ambitbio.com United States Kinase drug discovery 2002<br />

Acertys Group www.acertys.com Belgium Sale and distribution of medical equipment <strong>2007</strong><br />

Astex Therapeutics www.astex-therapeutics.com United Kingdom Molecule-directed drugs 2001<br />

Avalon Pharmaceuticals www.avalonrx.com United States Cancer / genomics 2000<br />

Ceres www.ceres-inc.com United States Agrobiotechnology / genomics 1998<br />

ChemoCentryx www.chemocentryx.com United States Chemokine receptor drug discovery 2004<br />

Diatos www.diatos.com France Drug delivery 2000<br />

Evotec www.evotec.com Germany Drugs for central nervous system disorders 2004<br />

Fovea www.fovea-pharma.com France Drugs for eye disorders 2005<br />

Galapagos www.glpg.com Belgium Bone and articulatory diseases 1999<br />

Innate Pharma www.innate-pharma.fr France Immuno-modulation therapeutics 2000<br />

Memory Pharmaceuticals www.memorypharma.com United States Memory dysfunction drugs 1998<br />

Movetis www.movetis.com Belgium Drugs for gastrointestinal problems 2006<br />

Nereus Pharmaceuticals www.nereuspharm.com United States Marine microbiology-derived therapies 2000<br />

Pamgene www.pamgene.com Netherlands Microarray-systemen 2000<br />

Plexxikon www.plexxikon.com United States Drugs for cancer, infl ammation and metabolic disorders 2002<br />

Pronota www.pronota.com Belgium Protein biomarkers 2006<br />

Santhera Pharmaceuticals www.santhera.com Switzerland Drugs for neuromuscular and metabolic disorders 2001<br />

Thrombogenics www.thrombogenics.com Belgium Drugs for vascular diseases 2006<br />

TorreyPines Therapeutics www.torreypinestherapeutics.com United States Biotests for Alzheimer’s 2000<br />

Xanthus Pharmaceuticals www.xanthus.com United States Cancer treatment drugs 2003<br />

54 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report


Cleantech<br />

Last year <strong>Gimv</strong> took its fi rst steps towards setting<br />

up a cleantech business unit with its investment<br />

in Emerald Technology Ventures’ cleantech fund.<br />

In April <strong>2007</strong>, <strong>Gimv</strong> upped its commitment from<br />

EUR 12 million to EUR 30 million. Since then<br />

the Emerald Fund, in which <strong>Gimv</strong> is the largest<br />

investor, has undertaken nine investments. <strong>Gimv</strong><br />

has also begun building up its own cleantech<br />

team.<br />

With climate change looming large and energy reserves growing<br />

scarce, cleantech has received worldwide attention from the<br />

general public, politicians and the investment community. The<br />

growing importance of the cleantech sector is demonstrated by<br />

the rapidly growing interest and large number of investments in<br />

cleantech. In just a few years the cleantech market has become<br />

both larger and broader. Alongside ‘green classics’ like renewable<br />

energy and water treatment, cleantech can also be found<br />

in other areas like transport, agriculture, biotechnology and new<br />

materials.<br />

Europe has built up a major lead in the development of green<br />

technology. Half of the licences for fuel-saving motor vehicles<br />

come from the European Union. This technological lead is not,<br />

however, refl ected in the total amount invested in environmentally<br />

friendly technology. Of the USD 3.5 billion of venture capital<br />

currently going annually into cleantech, 75 percent is going to<br />

US companies, followed by 18 percent for Europe. It is now up<br />

to Europe to start to catch up here with the United States.<br />

<strong>Gimv</strong> is aiming for a prominent position in Europe’s fast-growing<br />

cleantech market, with an initial focus on the Benelux. For this<br />

it can rely on its own track record and experience in venture<br />

capital and on the cleantech expertise of Emerald Technology<br />

Ventures. As well as investing in Emerald’s cleantech business,<br />

<strong>Gimv</strong> is busy starting up its own cleantech business unit. Two<br />

investment professionals have already been recruited for it. The<br />

recruitment and supervision of these sector specialists is being<br />

actively supported by Emerald Technology Ventures.<br />

Emerald Technology Ventures<br />

www.emerald-ventures.com<br />

Emerald Technology Ventures, with offi ces in Zurich and<br />

Montreal, is the world leader in cleantech venture capital. It<br />

invests primarily in early stage and expansion stage European<br />

and North American companies. Emerald focuses on innovative<br />

technologies in energy, materials and water. Emerald’s 16 specialists<br />

have EUR 285 million under management in 34 portfolio<br />

companies. <strong>Gimv</strong> invested EUR 30 million in Emerald’s recent<br />

cleantech fund (EUR 150 million), making it the largest investor.<br />

The fund has nine companies in its portfolio: Fluxxion (NL),<br />

Emergya Wind Technologies (NL), O-fl exx Technologies (D),<br />

Identic Solutions (A), Vaperma (CAN), ARXX Green Building<br />

Systems (USA), SDC Materials (USA), SynapSense (USA) and<br />

Xunlight Corporation (USA).<br />

| 55


INFRA-<br />

STRUCTURE<br />

DG Infra+<br />

Together with Dexia, <strong>Gimv</strong> has set up DG Infra+,<br />

an unlisted fund that is focused on infrastructure<br />

investments. In an initial closing in December<br />

<strong>2007</strong>, DG Infra+ gathered EUR 135 million from<br />

institutional investors Arcofi n, Dexia BIL, Ethias,<br />

Gemeentelijke Holding and the Société Régionale<br />

d’Investissement de Wallonie.<br />

56 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Operating and fi nancial report<br />

The fund’s management team is concentrating on three types<br />

of transaction:<br />

- The fund wants to participate in infrastructure construction<br />

and management companies. These companies can be active<br />

in a broad range of infrastructure activities. Renewable energy,<br />

transport and logistics are some of the areas DG Infra+ is<br />

interested in. The fund can distinguish itself in the market<br />

with a project-oriented approach and a readiness to invest in<br />

not-yet-developed projects or greenfi elds.<br />

- In PPP projects DG Infra+ is the fi nancial partner in consortia<br />

with various building parties. These consortia enter into longterm<br />

DBFM (Design-Build-Finance-Maintain) agreements with<br />

the government in various sectors like transport and housing.<br />

- Finally, the fund can also invest in selective real estate projects<br />

which are still at an early stage and therefore involve a development<br />

risk.<br />

The geographic emphasis is on the Benelux, where <strong>Gimv</strong>’s local<br />

anchoring offers added value through its familiarity with market<br />

conditions. DG Infra+ is also interested in investment opportunities<br />

in other European Union countries, where cooperations with<br />

co-investors permit further portfolio diversifi cation and larger<br />

transactions.


INVESTMENTS<br />

Electrawinds<br />

www.electrawinds.be<br />

Electrawinds, which was set up in 1998, is the largest private<br />

player on Belgium’s renewable energy market, producing, selling<br />

and distributing green electricity generated from inexhaustible,<br />

clean energy sources like wind, sun and organic material. As<br />

well as producing and operating wind farms, sun panel parks<br />

and biomass plants, Electrawinds is developing new possibilities<br />

and applications of renewable energy. Since August 2005,<br />

for example, Electrawinds has been operating a biomass plant<br />

in Ostend, where energy is obtained from chip oil, plant oils<br />

and cultivated oils. The company is also internationally present<br />

with projects in France, Italy, Romania and Bulgaria. In <strong>2007</strong><br />

Electrawinds achieved sales of EUR 38 million with 110 employees.<br />

Together with Gemeentelijke Holding, DF Infra+ invested<br />

EUR 20 million in a subordinated warrant loan.<br />

| 57


HUMAN RESOURCES AND<br />

RESPONSIBLE CORPORATE<br />

BEHAVIOUR


Human resources | 60<br />

Responsible corporate<br />

behaviour | 63<br />

WITH LOCAL OFFICES<br />

IN BELGIUM, GERMANY,<br />

FRANCE AND THE<br />

NETHERLANDS AND A<br />

JOINT VENTURE IN RUSSIA,<br />

GIMV TRIES TO BE AS<br />

CLOSE AS POSSIBLE TO<br />

THE COMPANIES IN ITS<br />

PORTFOLIO.


GIMV USES ITS<br />

BEST CARDS<br />

“ Variation and involvement are<br />

what characterise my work at<br />

<strong>Gimv</strong> in the Netherlands. I meet<br />

lots of successful companies and<br />

inspiring entrepreneurs every<br />

year. Industries and people we<br />

want to get to know in depth.<br />

Together with the management<br />

teams our goal is to build even<br />

more attractive companies.”<br />

Netherlands - Dennis Plomp<br />

Senior Investment Advisor,<br />

Corporate Investment<br />

60 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Human resources and responsible corporate behaviour<br />

Well-motivated employees are crucial for <strong>Gimv</strong>.<br />

Recruiting and retaining the right people, with<br />

solid competencies and the potential for personal<br />

growth, is vital to its future.<br />

“ It is exciting to develop <strong>Gimv</strong>’s<br />

international operations.<br />

Especially for me in France,<br />

where I have been provided<br />

with the right balance between<br />

autonomy and support. In open<br />

and constructive discussions<br />

we integrate the specifi cities<br />

of local culture and increase<br />

the value we’re building with<br />

entrepreneurs.”<br />

France - Geoffroy Dubus<br />

Directeur, ICT


Policy-wise, <strong>Gimv</strong> is paying ever greater attention to human<br />

resources management. A lot of care is devoted to an optimal<br />

recruitment process and to supervising both new and more experienced<br />

employees. Coaching helps employees attain results<br />

and makes sure they can evolve, grow and remain motivated.<br />

“ Making things happen together,<br />

that’s what job satisfaction<br />

means to me. As a member<br />

of the communication team<br />

I often correspond with<br />

the international offi ces.<br />

<strong>Gimv</strong> organises regular<br />

events to bring employees<br />

of all countries together.<br />

Working with people you know<br />

makes the job so much more<br />

fascinating.”<br />

Belgium - Isabelle van Tilburg<br />

Management Assistant,<br />

Finance and Communications<br />

“ My job at Halder Germany is<br />

universal and exciting, each<br />

day. Having access to an<br />

international network through<br />

<strong>Gimv</strong> is very helpful when<br />

advising and accompanying<br />

our investments. Being<br />

a member of one of the<br />

best private equity teams<br />

in the German market, it<br />

is imperative to know what<br />

happens around you.”<br />

Germany - Fabian Walesch<br />

Investment Advisor,<br />

Corporate Investment<br />

| 61


THE GIMV STRATEGY TRANSLATED TO<br />

INDIVIDUAL EMPLOYEES<br />

Last year <strong>Gimv</strong> worked hard on optimizing its evaluation and objectives<br />

process, a central element in <strong>Gimv</strong>’s human resources<br />

policy, through which it translates its strategy to each employee’s<br />

concrete function. In the process, <strong>Gimv</strong> has also placed a more<br />

express accent on making, discussing, following up and evaluating<br />

objectives formulated according to the SMART (Specifi c,<br />

Measurable, Acceptable, Realistic and Time-limited) system.<br />

Managers receive specifi c supervision here and all employees<br />

are informed of what this process sets out to achieve and of<br />

their role in it.<br />

A HIGHLY PROFESSIONAL HUMAN<br />

RESOURCES POLICY<br />

<strong>Gimv</strong>’s international and global growth ambitions bring specifi c<br />

challenges with them, in terms of organisational structure and<br />

corporate culture, and more operationally in terms of recruitment,<br />

supervision and retention of employees. In the coming<br />

period <strong>Gimv</strong> will therefore be taking further steps to make its<br />

human resources policy more professional.<br />

RESULT-ORIENTED REMUNERATION OF<br />

INVESTMENT MANAGERS AND STAFF<br />

EMPLOYEES<br />

<strong>Gimv</strong> offers investment managers and staff employees a remuneration<br />

package consisting essentially of three elements:<br />

• the base salary and the benefi ts in kind<br />

• discretionary bonus<br />

• exit bonus.<br />

This remuneration structure is in line with international market<br />

practices and is aimed at attracting and retaining highly qualifi<br />

ed employees.<br />

Supplementing the base salary is the discretionary bonus system,<br />

depending on <strong>Gimv</strong>’s fi nancial result. In consultation with<br />

the remuneration committee the CEO proposes a distribution of<br />

the discretionary bonus.<br />

62 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Human resources and responsible corporate behaviour<br />

Distribution by gender<br />

at 31/03/<strong>2008</strong><br />

Malee<br />

60.2% %<br />

Distribution by activity<br />

at 31/03/<strong>2008</strong><br />

Other<br />

8.4%<br />

Cleantech<br />

1.2%<br />

ICT<br />

10.8%<br />

Life Sciences<br />

7.2%<br />

Distribution by country<br />

at 31/03/<strong>2008</strong><br />

Belgium<br />

69.9%<br />

Female F<br />

39.8%<br />

Financial F<br />

28.9% 2<br />

Legal L<br />

6.0% 6<br />

Corporate C<br />

Investment I<br />

37.3% 3<br />

France F<br />

3.6% 3<br />

Germany G<br />

12.0% 1<br />

Netherlands N<br />

14.5%


RESPONSIBLE<br />

CORPORATE<br />

BEHAVIOUR<br />

Young entrepreneurs<br />

<strong>Gimv</strong> supports various initiatives aimed at<br />

encouraging entrepreneurship amongst young<br />

people.<br />

Vlaamse Jonge Ondernemingen (Flemish Young Companies –<br />

Vlajo) wants to acquaint young students with entrepreneurship<br />

and encourage companies and schools to join in. <strong>Gimv</strong> sponsors<br />

Vlajo’s mini-companies. This project gives students an opportunity<br />

to wear an entrepreneur’s coat for the duration of a school<br />

year. Together with their classmates they set up a miniature<br />

company and bring their own product onto the market.<br />

<strong>Gimv</strong> also sponsors NFTE, the Network for Training<br />

Entrepreneurship, an initiative that supports young people looking<br />

for opportunities to become successful entrepreneurs. Via<br />

the NFTE the young people obtain a solid basis of knowledge<br />

of how business works and the necessary support in setting<br />

up their own business. They can also count on continuing accompaniment<br />

and support from NFTE.<br />

It is the support of NFTE that enabled Miguel Garcia (Kortrijk<br />

°1981) to realise his business dream. The young boss of<br />

M-Interieur now manages a fl ourishing enterprise with fi ve employees<br />

and a network of supporting freelancers with which he<br />

cooperates structurally.<br />

“NFTE has the know-how and the teachers to bring young talent<br />

into bloom”; Miguel Garcia explains. “I dreamed of my own<br />

business, but did not know how to go about it. At technical<br />

school little attention was paid to entrepreneurship. Thanks to<br />

the NFTE course and their support I was able to set up a business<br />

plan and get the business up and running.”<br />

What is M-Interieur’s core activity? “We are a painting and total<br />

interior decoration company which provides high quality painting<br />

and original interior design. We use exclusive and nearly<br />

forgotten technologies in order to give interiors a unique cachet.<br />

The VIP rooms and the business area of the Bruges football<br />

stadium are, for example, an attractive reference for us”, Miguel<br />

tells us.<br />

In <strong>2007</strong>, Miguel Garcia’s efforts were crowned with the NFTE<br />

Young Entrepreneur of the Year Award.<br />

ENTERPRISING ARTISTS<br />

The Dutch Foundation Art Initiatives was set up in 2005 to develop<br />

projects in which art and society can interact. The foundation<br />

is directed at young artists seeking their way in an artistic<br />

career. Art Partner is one initiative of Foundation Art Initiatives<br />

that seeks to help young artists fi nd a balance between artistic<br />

development and entrepreneurship. Through this project companies<br />

can commit to supporting a young artist for two years<br />

fi nancially and with advice.<br />

<strong>Gimv</strong> and Jasper Hagenaar (www.jasperhagenaar.nl) have found<br />

each other in Art Partner. <strong>Gimv</strong> is providing Jasper with a small<br />

fi xed income to enable him to further develop his artistic career.<br />

He can also obtain business advice from <strong>Gimv</strong>. <strong>Gimv</strong> helped<br />

Jasper publish a small book on his work, not unimportant for a<br />

starting artist. In turn Jasper produced a series of lithographs<br />

for <strong>Gimv</strong> to distribute as business gifts. Jasper’s creative ideas<br />

are also proving highly inspirational for <strong>Gimv</strong>.<br />

Every year since 1981, <strong>Gimv</strong> has commissioned one or two<br />

unique graphic works from a Flemish creative artist. These<br />

pieces of Flemish graphic art have served as gifts to mark new<br />

business relationships and now decorate offi ces across the<br />

world. In 2006 the works were compiled into a book depicting<br />

the evolution of Flemish graphic art from 1980 to 2005, from<br />

Roger Raveel to Fred Bervoets to Sam Dillemans. Last year the<br />

choice went to graphic artist Franky Cane, seen as one of the<br />

greatest innovators in woodcuts in Flanders, and who in <strong>2007</strong><br />

received the Louis Paul Boon prize.<br />

<strong>Gimv</strong> also supports other cultural activities, including the<br />

Festival of Flanders in Ghent and Leuven, the Filharmonie and<br />

the Middelheim Museum.<br />

| 63


MANAGEMENT,<br />

CORPORATE GOVERNANCE<br />

AND SHAREHOLDERS


Management | 66<br />

Corporate Governance | 72<br />

Shareholders | 84<br />

THE OWNERSHIP OF GIMV<br />

SHARES HAS BECOME MUCH<br />

MORE INTERNATIONAL.<br />

AT THE START OF <strong>2008</strong>,<br />

MOST SHAREHOLDERS<br />

WERE IN BELGIUM, THE UK,<br />

FRANCE, SWITZERLAND,<br />

THE NETHERLANDS AND<br />

IRELAND.


MANAGEMENT<br />

66 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Management, Corporate Governance and Shareholders<br />

THE BOARD OF DIRECTORS<br />

Herman Daems is the Chairman of<br />

the Board of Directors of <strong>Gimv</strong> and<br />

of Barco, and associate professor<br />

in Strategic Management at the<br />

K.U. Leuven. Previously he was<br />

also a visiting professor at Harvard<br />

Business School and Chairman<br />

of the European Private Equity<br />

& Venture Capital Association<br />

(EVCA). He is a director of CoWare,<br />

Domo Chemicals, Vanbreda Risk<br />

& Benefi ts and Efi co, chairman of<br />

IPEV, an international consultation<br />

body that defi nes valuation<br />

standards for Private Equity and<br />

Venture Capital, and a member<br />

of the Executive Committee of<br />

the Federation of Enterprises in<br />

Belgium (VBO-FEB).<br />

Dirk Boogmans was appointed<br />

Managing Director and Chairman<br />

of the Executive Committee in<br />

September 2003, following his<br />

appointment as CEO in July 2001.<br />

From 1998 till 2001 he was the<br />

managing director of CFE, an<br />

international building and dredging<br />

group. Prior to that he worked<br />

for 17 years at <strong>Gimv</strong>, heading the<br />

venture capital activities. He is a<br />

board member of BVA (Belgian<br />

Venturing Association), CFE, P&V,<br />

De Lijn and VEV-VOKA.


Zeger Collier has had a varied<br />

career since graduating, mainly in<br />

the banking sector. He currently<br />

works for the Organization division<br />

of Delta Lloyd Bank Belgium. He<br />

has been a <strong>Gimv</strong> board member<br />

since April 2004.<br />

Greet De Leenheer has over 25<br />

years’ experience as a strategic<br />

Media Consultant, working for<br />

various foreign groups. She is a<br />

co-founder of Vitaya TV. She is a<br />

board member of Plan Belgium<br />

and has been a <strong>Gimv</strong> board<br />

member since 2004.<br />

Eddy Geysen was until 2004<br />

Vice-President of General Motors<br />

Europe. He is also a member of<br />

the Adam Opel GmbH supervisory<br />

board and of the boards of<br />

directors of Agoria (a multisectoral<br />

federation for the technology<br />

industry), Punch International,<br />

Flanders Drive and Conteyor NV.<br />

He has been an independent<br />

board member of <strong>Gimv</strong> since<br />

2005.<br />

Jan Kerremans is chef de cabinet<br />

to the Vice Prime Minister and the<br />

Minister of Internal Affairs. He has<br />

been a <strong>Gimv</strong> board member since<br />

2005. He is also a member of the<br />

board of directors of Infrabel NV.<br />

| 67


MANAGEMENT<br />

68 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Management, Corporate Governance and Shareholders<br />

THE BOARD OF DIRECTORS<br />

Frank Meysman is CEO of the<br />

Belgian Advertising Standards<br />

Board, former chairman of the<br />

board of Sara Lee-Douwe Egberts<br />

and Executive Vice-President of<br />

the Sara Lee Corporation. He is a<br />

board member of Picanol, Spadel,<br />

WDP, Corporate Express, Festival<br />

van Vlaanderen and Grontmij. He<br />

has been an independent director<br />

of <strong>Gimv</strong> since 1998. He is the<br />

chairman of the remuneration<br />

committee.<br />

Martine Reynaers is General<br />

Manager and Managing Director<br />

of Reynaers Aluminium NV, a<br />

leading European company in<br />

quality aluminium systems for the<br />

building industry. She has been<br />

a board member of <strong>Gimv</strong> since<br />

1999. She is also a board member<br />

of the Federation of Enterprises in<br />

Belgium (VBO-FEB) and a director<br />

of Flanders Investment and Trade.


Eric Spiessens is a member of<br />

the executive committee of the<br />

Arco Group, a holding company<br />

of the cooperative movement that<br />

operates mainly in banking and<br />

insurance, utilities and medicines<br />

distribution. He has been a <strong>Gimv</strong><br />

board member since 1999. He is<br />

also a board member of the various<br />

Arco companies and of different<br />

companies in which the Arco<br />

Group has shareholdings.<br />

Marc Stordiau is managing<br />

director of the port engineering<br />

and investment fi rm Rent-A-Port.<br />

Until July 2006 he was CEO at<br />

DEME, a world class player in<br />

dredging and marine engineering,<br />

and where he remains a director.<br />

Prior to that he managed major<br />

construction projects for CFE in<br />

black Africa. He is a director of the<br />

Middle East Dredging Company<br />

(MEDCO) in Doha (Qatar) and of<br />

International Seaport Dredging<br />

(I.S.D.) in Chennai (India). He has<br />

been a board member of <strong>Gimv</strong><br />

since 1993.<br />

Emile van der Burg was Managing<br />

Partner of NIB Capital Private<br />

Equity and Chairman of the<br />

European Private Equity and<br />

Venture Capital Association<br />

(EVCA). He is a member of the<br />

investment committee of a number<br />

of internationally operating private<br />

equity funds and an associate<br />

partner of CAM Private Equity.<br />

He has been an independent<br />

board member of <strong>Gimv</strong> since<br />

2005.<br />

Leo Victor has been Managing<br />

Director of the Liaison Committee<br />

Flanders-Europe since 2006. Prior<br />

to that he was General Secretary,<br />

and as such the top offi cial, of the<br />

General Affairs Department of the<br />

Ministry of the Flemish Community.<br />

He has been Vice-Chairman of the<br />

Board of <strong>Gimv</strong> since it was founded<br />

in 1980, giving him very long<br />

experience of decision-making in<br />

private equity.<br />

| 69


MANAGEMENT<br />

Dirk Beeusaert has worked for<br />

<strong>Gimv</strong> since 1996. He has a law<br />

degree from the University of<br />

Ghent and also a special degree in<br />

tax law and accounting (Vlerick).<br />

He joined the executive committee<br />

in 2001. He is responsible for<br />

business development and<br />

providing support with the legal<br />

aspects of deals. He is also<br />

company secretary and as such<br />

co-responsible for the proper<br />

functioning of the <strong>Gimv</strong> group.<br />

70 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Management, Corporate Governance and Shareholders<br />

THE EXECUTIVE COMMITTEE<br />

Dirk Boogmans was appointed<br />

Managing Director and Chairman<br />

of the executive committee in<br />

September 2003, following his<br />

appointment as CEO in July 2001.<br />

From 1998 till 2001 he was the<br />

managing director of CFE, an<br />

international building and dredging<br />

group. Prior to that he worked<br />

for 17 years at <strong>Gimv</strong>, heading the<br />

venture capital activities. He is a<br />

board member of BVA (Belgian<br />

Venturing Association), CFE, P&V,<br />

De Lijn and VEV-VOKA.<br />

Alex Brabers joined <strong>Gimv</strong> in<br />

1990 and is responsible for the<br />

ICT business unit. He joined the<br />

executive committee in 2001.<br />

He is a board member of various<br />

listed and non-listed companies,<br />

including Telenet. He holds a<br />

degree in Economics from the K.U.<br />

Leuven.


Paul De Ridder has been<br />

a member of the executive<br />

committee since 2001 and is<br />

responsible for the Corporate<br />

Investment Germany business unit.<br />

From 1978 to 1991 he worked<br />

at Continental Bank, primarily<br />

in Italy and Germany. He is a<br />

board member of various investee<br />

companies. Paul De Ridder holds a<br />

degree in Applied Economics from<br />

the University of Antwerp and an<br />

MBA from Antwerp Commercial<br />

College.<br />

Patrick Van Beneden has worked<br />

at <strong>Gimv</strong> since 1985 and joined<br />

the executive committee in 2001.<br />

He heads up the Life Sciences<br />

business unit. He is a board<br />

member of various listed and<br />

non-listed investments, including<br />

deVGen, Avalon Pharmaceuticals<br />

and the Biotech Fonds Vlaanderen.<br />

Patrick Van Beneden has a<br />

degree in Financial Sciences from<br />

VLEKHO in Brussels.<br />

Geert-Jan van Logtestijn heads<br />

up the Corporate Investment<br />

Netherlands and Corporate<br />

Investment Belgium business<br />

units. Prior to that he was in charge<br />

of the corporate fi nance team of<br />

Ernst & Young Transaction Advisory<br />

Services in the Netherlands. Geert-<br />

Jan van Logtestijn holds an MA in<br />

General Economics and Marketing<br />

from the Erasmus University in<br />

Rotterdam and an MBA from<br />

INSEAD-Fontainebleau (F). He<br />

joined the executive committee in<br />

<strong>2007</strong>.<br />

Marc Vercruysse is Chief Financial<br />

Offi cer and has been a member<br />

of the executive committee of<br />

the company since 1998. He is a<br />

board member of various listed and<br />

non-listed investee companies. He<br />

joined the company in 1982 and<br />

was successively Internal Auditor,<br />

Senior Investment Manager and<br />

Head of the Structured Finance<br />

department. Marc Vercruysse has<br />

a degree in Applied Economics<br />

from the State University of Ghent.<br />

| 71


CORPORATE<br />

GOVERNANCE<br />

Good corporate governance is very important for<br />

<strong>Gimv</strong> in achieving its strategic objectives. <strong>Gimv</strong> is<br />

keen to be an exemplary company in this fi eld.<br />

Institutional Shareholder Service Europe (ISS Europe), an independent<br />

organization that specializes in corporate governance,<br />

fi rst inspected <strong>Gimv</strong> in 2003, giving it a score of 7.5 out of 10. In<br />

the following year this score was raised to 8 and in 2005 to 8.5<br />

out of 10. For the 2006-<strong>2007</strong> fi nancial year ISS Europe again<br />

gave it a score of 8.5 out of 10 (see 9 – page 80). Nothing has<br />

changed during the <strong>2007</strong>-<strong>2008</strong> fi nancial year.<br />

Since 2005 companies have been required to formally justify<br />

in their annual reports the degree to which their corporate governance<br />

policies comply with the principles and best practice<br />

provisions of the Lippens Code (see 10 - page 81). ISS Europe<br />

has established that since 2005 <strong>Gimv</strong> has complied with over<br />

94 percent of the Lippens Code.<br />

Since December 2005, <strong>Gimv</strong> has had a Corporate Governance<br />

Charter that sets out and explains the key aspects of its corporate<br />

governance policy. The text is available on the <strong>Gimv</strong><br />

website (www.gimv.be/06 06 04.asp). <strong>Gimv</strong> will also send<br />

a hard copy by post on request. The company updates this<br />

Corporate Governance Charter whenever relevant developments<br />

take place. The latest version was approved by the <strong>Gimv</strong> Board<br />

of Directors on 17 July <strong>2007</strong>.<br />

The present chapter of the annual report provides factual<br />

information on corporate governance and also discusses any<br />

changes in corporate governance policy and relevant events<br />

during the past fi nancial year. For a complete picture, this chapter<br />

is best read in conjunction with the Corporate Governance<br />

Charter.<br />

72 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Management, Corporate Governance and Shareholders<br />

1. CAPITAL<br />

1.1 - Reference shareholder<br />

Since the private placement that took place on 12 October<br />

2006, the Vlaamse Participatiemaatschappij (VPM) has held a<br />

27.06 percent interest in <strong>Gimv</strong> (6 270 403 shares).<br />

Decisions lying within the powers of the board of directors of<br />

listed companies that involve relationships between the listed<br />

company and affi liated companies (other than subsidiaries)<br />

must fi rst be assessed by a committee of three independent<br />

directors, assisted by one or more independent experts.<br />

Article 524 of the Company Code sets out the procedure to be<br />

followed in such cases.<br />

During the <strong>2007</strong>-<strong>2008</strong> fi nancial year there were no situations<br />

that could have occasioned the application of said article.


1.2 - Evolution of capital<br />

The capital of <strong>Gimv</strong> amounts to EUR 220 000 000, represented<br />

by 23 176 005 shares. The following capital increases have<br />

taken place since 1995 (converted into EUR)<br />

Date Capital Issue premium Total number<br />

of shares<br />

Increase Total<br />

31/01/1995 672 262 102 756 848 1 021 820 4 145 201<br />

31/07/1995 12 146 782 114 903 631 37 436 384 4 635 201<br />

27/05/1997 1 103 240 216 218 146 301 - 23 176 005<br />

05/12/2000 2 1 853 698 220 000 000 - 23 176 005<br />

1 Incorporation of the issue premium and 1:5 share split - 2 Capital increase and conversion into EUR<br />

1.3 - Warrant plan<br />

A total of 277 900 warrants have been issued and allotted<br />

to company employees (including executive committee<br />

members).<br />

The warrant plan is summarised below:<br />

Year of issue Available<br />

for<br />

allocation<br />

Allotted Outstanding<br />

at<br />

31.03.08<br />

Exercise<br />

price<br />

Exercise<br />

from<br />

Exercise<br />

until<br />

1998 43 800 42 200 16 000 76.92 2000 <strong>2008</strong><br />

1999 67 000 55 350 15 850 62.31 2003 2009<br />

2000 182 450 174 650 27 950 69.00 2004 2010<br />

2000 5 700 5 700 74.01 2004 2010<br />

Totaal 293 250 277 900 65 500<br />

65 500 of these 277 900 warrants were still outstanding at 31<br />

March <strong>2008</strong>. All are exercisable at the exercise prices given<br />

above. No warrants have yet been exercised.<br />

Were all warrants to be exercised, the total number of shares<br />

would increase from 23 176 005 to 23 241 505, representing a<br />

dilution of 0.30 percent of the existing shares.<br />

1.4 - Authorized capital and purchase of own shares<br />

The Board of Directors did not make any use of this authorization<br />

with regard to authorized capital in <strong>2007</strong>-<strong>2008</strong>.<br />

| 73


CORPORATE<br />

GOVERNANCE<br />

Nor in <strong>2007</strong>-<strong>2008</strong> did <strong>Gimv</strong> make any use of the possibility of<br />

purchasing its own shares.<br />

2. BOARD OF DIRECTORS<br />

2.1 - Number of directors and composition<br />

In accordance with article 12 of the Articles of Association, the<br />

Board of Directors is composed of:<br />

- fi ve directors appointed from candidates presented by the<br />

Flemish Region or by a company controlled by the Flemish<br />

Region, provided that it holds more than 25 percent of the<br />

shares. The Chairman of the Board of Directors is to be chosen<br />

from among these directors;<br />

- at least three independent members of the Board of Directors,<br />

chosen in accordance with the criteria set out in article 524<br />

of the Companies Code;<br />

- other directors appointed from among candidates not presented<br />

by the Flemish Region or a company controlled by<br />

the Flemish Region.<br />

See the table on page 75 for the composition of the Board of<br />

Directors.<br />

Until 5 October <strong>2007</strong>, Professor Christine Van Broeckhoven was<br />

a member of the Board of Directors. She resigned following<br />

her appointment as a member of the federal parliament. The<br />

Board of Directors wishes to express its esteem and gratitude<br />

for Christine Van Broeckhoven’s fruitful cooperation.<br />

Dirk Boogmans is the only director to have an executive function<br />

in <strong>Gimv</strong>. All other board members are non-executive directors.<br />

2.2 - Independent directors<br />

Independent directors within the meaning of Article 524 of<br />

the Companies Code<br />

Up to 5 October <strong>2007</strong> the Board of Directors of <strong>Gimv</strong> had four<br />

directors who at the time of their appointment were found by<br />

the General Meeting to meet the criteria of article 524 of the<br />

Companies’ Code: Eddy Geysen, Frank Meysman, Emile van<br />

der Burg and Christine Van Broeckhoven. Since Christine Van<br />

Broeckhoven’s resignation from the board, the board of directors<br />

continues to have three independent directors.<br />

Frank Meysman’s term of offi ce runs in principle to 30 June<br />

2010. Those of Eddy Geysen and Emile van der Burg expire in<br />

principle on 24 June 2009.<br />

74 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Management, Corporate Governance and Shareholders<br />

Independent directors within the meaning of the Lippens<br />

Code<br />

The fact that Eric Spiessens, Marc Stordiau and Zeger Collier<br />

were board members of VPM until 26 May 2005 and until such<br />

time were not independent, this does not under the terms of the<br />

Lippens Code mar their independence at the time of this annual<br />

report, and they can therefore be considered as independent<br />

directors within the meaning of the Lippens Code.<br />

2.3 - Activities report<br />

During <strong>2007</strong>-<strong>2008</strong> the Board of Directors exercised its powers<br />

as set out in the Corporate Governance Charter<br />

2.4 - Number of meetings and attendance levels<br />

During <strong>2007</strong>-<strong>2008</strong> the Board met 13 times, 6 times during<br />

the fi rst and second quarters, and 7 times during the third and<br />

fourth quarters. Average attendance was 83.5 percent.<br />

One director attended all meetings, 6 directors were absent from<br />

one meeting, one director was absent from 2 meetings, 3 were<br />

absent from 3 meetings, one was absent from 4 meetings, and<br />

one director was absent from 6 meetings.<br />

2.5 - Confl icts of interest – article 523<br />

of the Company Code<br />

During the <strong>2007</strong>-<strong>2008</strong> fi nancial year, two situations arose<br />

requiring the application of the rules concerning confl icts of<br />

interest.<br />

On 17 July <strong>2007</strong> the Board of Directors met to set the discretionary<br />

bonus of the CEO. This decision gave rise to the application<br />

of article 523 of the Company Code. The minutes note the<br />

following:<br />

“Based on a proposal by the remuneration committee, the<br />

Board of Directors gives its approval to a discretionary bonus<br />

for the CEO in an amount of 30 percent of his remuneration for<br />

the extended 2006-<strong>2007</strong> fi nancial year.<br />

The CEO did not take part in the deliberations and the decision<br />

on this item, given his confl ict of interests of a personal asset<br />

nature within the meaning of article 523 of the Companies’<br />

Code.”<br />

On 18 September <strong>2007</strong> the Board of Directors met to decide<br />

whether to grant share options in Adviesbeheer <strong>Gimv</strong> Deal<br />

Services <strong>2007</strong> NV to the CEO. This decision gave rise to the<br />

application of article 523 of the Company Code. The minutes<br />

note the following:


“Prior to the Board of Directors discussing the granting of share<br />

options in Adviesbeheer <strong>Gimv</strong> Deal Services <strong>2007</strong> NV to Mr<br />

Dirk Boogmans, the person in question left the meeting and<br />

did not take part in the discussion and in the decision-making.<br />

As an interested party to this decision, he has an interest of a<br />

personal asset nature within the meaning of article 523 of the<br />

Companies’ Code.”<br />

Resolution<br />

The board of directors resolves unanimously to grant the CEO<br />

call options on 21.33 percent of the shares of Adviesbeheer<br />

<strong>Gimv</strong> Deal Services <strong>2007</strong>, with the exercise price being equal<br />

to the fractional value.<br />

The chairman is authorized to formalize this offer and to sign the<br />

related participation agreement on behalf of the company.”<br />

Year of<br />

birth<br />

Director<br />

since<br />

2.6 - Directors’ remuneration<br />

On 26 May 2005 the Annual General Meeting decided to<br />

- set the attendance fee at EUR 620 for each meeting of the<br />

board or a board committee;<br />

- set the total fi xed remuneration of all board members together,<br />

including that of the Chairman and the Managing Director, at<br />

EUR 1 450 000 per year.<br />

The total remuneration in respect of the <strong>2007</strong>-<strong>2008</strong> fi nancial<br />

year amounted to EUR 954 540 (not including group insurance<br />

premiums, see below). This amount was divided up as<br />

follows:<br />

Appointed<br />

until AGM<br />

of<br />

Fixed<br />

remuneration<br />

Attendance<br />

fees<br />

Herman Daems (chairman) 1946 1999 2009 264 000 - 264 000<br />

Leo Victor (vice-chairman) 1946 1980 2009 27 083 8 680 35 763<br />

Dirk Boogmans (managing director) 1, 2 1955 2003 2010 375 000 - 375 000<br />

Zeger Collier 1969 2004 2009 21 667 8 060 29 727<br />

Greet De Leenheer 1947 2004 2009 21 667 7 440 29 107<br />

Eddy Geysen 1947 2005 2009 21 667 10 540 32 207<br />

Jan Kerremans 1946 2005 2009 21 667 7 440 29 107<br />

Frank Meysman 1952 1998 2010 27 083 10 540 37 623<br />

Martine Reynaers 1956 1999 2009 21 667 10 540 32 207<br />

Eric Spiessens 1960 1999 2009 21 667 9 300 30 967<br />

Marc Stordiau 1946 1993 2009 21 667 5 580 27 247<br />

Christine Van Broeckhoven 3 1953 2005 2009 18 334 1 240 19 574<br />

Emile van der Burg 1949 2005 2009 21 667 9 920 31 587<br />

1 The Managing Director’s variable remuneration is discussed in 4.1 - page 77.<br />

2 Dirk Boogmans offered the Board of Directors his resignation and will leave <strong>Gimv</strong> as of 1 July <strong>2008</strong><br />

3 Director until 5 October <strong>2007</strong><br />

Total<br />

| 75


CORPORATE<br />

GOVERNANCE<br />

Apart from the fi xed remuneration and attendance fees, none<br />

of the non-executive directors, except for the Chairman, receive<br />

any other remuneration from <strong>Gimv</strong> (or any affi liated company).<br />

The Chairman and the Managing Director are the only board<br />

members among the benefi ciaries of the group insurance<br />

scheme that covers <strong>Gimv</strong> employees. In <strong>2007</strong>-<strong>2008</strong>, <strong>Gimv</strong><br />

paid EUR 81 600 of premiums into the scheme in respect of<br />

the Chairman. The group insurance premiums in respect of the<br />

Managing Director are mentioned further under 4.1, page 77.<br />

In addition the Chairman is entitled to an amount of EUR 585 705<br />

under an individual pension commitment. This amount, which<br />

is provided in full, will be paid out at the end of the Chairman’s<br />

term of offi ce, plus interest calculated at a market rate from<br />

1 August 2006 onwards.<br />

With the exception of the Managing Director, the Chairman and<br />

other directors do not participate in any incentive plan for <strong>Gimv</strong><br />

employees. In this way no board member, with the exception<br />

of the Managing Director, holds options on <strong>Gimv</strong> shares or participates<br />

in the co-investment structure (see 6 – page 79). The<br />

directors’ remuneration covers all assignments and mandates<br />

undertaken on behalf of the company.<br />

One of the company’s directors has declared that he or his<br />

family members held <strong>Gimv</strong> shares at 31 March <strong>2008</strong> as part<br />

of the management of their private assets.<br />

2.7 - Assessment of the Board of Directors<br />

Every two years the Chairman organises individual interviews<br />

with all directors based on a questionnaire which is made available<br />

in advance. The latest round of interviews, in summer<br />

2006, focused among others on the following questions:<br />

- The degree to which timely and complete information is made<br />

available to directors, and the way any questions and comments<br />

are answered by management;<br />

- The discussion and decision-making processes in the Board<br />

of Directors, and in particular whether all viewpoints can be<br />

formulated and taken into consideration;<br />

- The participation of individual directors in the discussions and<br />

the suffi cient contribution by the director of his/her specifi c<br />

expertise during discussions;<br />

- The way meetings are led by the Chairman of the Board of<br />

Directors, with particular attention to the complete exercise<br />

of everyone’s right to speak, the conformity of the board<br />

resolutions with the discussions and the consensus of the<br />

directors.<br />

76 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Management, Corporate Governance and Shareholders<br />

Following these individual consultations, the Chairman reported<br />

in writing on his fi ndings. This report was discussed in autumn<br />

2006 by the complete Board of Directors and also the Executive<br />

Committee. During the discussion of this report, individual directors<br />

were able to comment on the fi ndings and directors could<br />

draw conclusions with respect to the operation and chairing<br />

of the Board of Directors. Concretely, this assessment has led<br />

this year to a certain number of changes in the structure of<br />

the agenda of the Board of Directors in order to increase the<br />

effectiveness of meetings. The next assessment will take place<br />

in <strong>2008</strong>.<br />

3. COMMITTEES<br />

3.1 - Audit Committee<br />

Members<br />

Since 21 June 2005 the Audit Committee has consisted of Leo<br />

Victor (Chairman), Herman Daems, Eric Spiessens and Eddy<br />

Geysen. This means that the Audit Committee consists entirely<br />

of non-executive directors, two of whom are independent (see<br />

10 – page 81).<br />

Activities report<br />

Apart from its primary activity, that consists of controlling the<br />

fi nancial reporting and the accounting and administration,<br />

the audit committee paid special attention in <strong>2007</strong>-<strong>2008</strong> to a<br />

number of items.<br />

The valuation method was discussed in detail, with specifi c attention<br />

to the impact of stock market developments on the valuation<br />

of the shareholdings in the <strong>Gimv</strong> portfolio. Attention was<br />

also paid to fi nancial reporting on the funds under management.<br />

The committee also looked specifi cally at the bonus budget and<br />

at a review of recent years’ due diligence costs.<br />

The audit committee proposed to the Board of Directors that<br />

it have a new risk analysis executed, given the major changes<br />

within <strong>Gimv</strong> in terms both of activities and organisation. In<br />

November <strong>2007</strong>, <strong>Gimv</strong>’s investment processes were compared<br />

with the most prevalent practices in comparable European companies.<br />

Where necessary, adaptations will be implemented by<br />

the management.<br />

Based on this revised risk analysis, a new multi-annual internal<br />

audit programme will be launched in the course of <strong>2008</strong>-2009.<br />

For this a new selection procedure will be set up. The Board of<br />

Directors followed this recommendation.


Finally the audit committee analyses on an ongoing basis the<br />

current legal and tax disputes and the off-balance sheet obligations<br />

on the basis of detailed internal and external reports. No<br />

items have been found to exist that are not incorporated into the<br />

annual accounts and the annual report.<br />

The Statutory Auditor’s management letter did not contain any<br />

changes leading to signifi cant adaptations of the accounts.<br />

The audit committee has not made any fi ndings that could signifi<br />

cantly impact the annual report as presented here.<br />

Number of meetings and attendance levels<br />

The audit committee met fi ve times in <strong>2007</strong>-<strong>2008</strong>.<br />

One audit committee member attended every meeting. The<br />

other members were each absent just once. Average attendance<br />

was 85 percent.<br />

The audit committee also meets once a year with no executive<br />

committee member present.<br />

3.2 - Remuneration Committee<br />

Members<br />

Since 26 May 2006 the Remuneration Committee has consisted<br />

of Frank Meysman (Chairman), Herman Daems, Martine<br />

Reynaers and Emile van der Burg.<br />

In this way the remuneration committee consists entirely of nonexecutive<br />

directors, three of whom are independent directors.<br />

Activities report<br />

In <strong>2007</strong>-<strong>2008</strong> the remuneration committee again paid attention<br />

to keeping its employee remuneration policy in line with market<br />

conditions, and providing appropriate remuneration packages<br />

for directors and executive committee members.<br />

Number of meetings and attendance levels<br />

In <strong>2007</strong>-<strong>2008</strong>, the remuneration committee met fi ve times.<br />

Three members of the remuneration committee attended every<br />

meeting and one member was absent one time. Average attendance<br />

was 95 percent.<br />

3.3 - Nomination committee<br />

Members<br />

From 21 June 2005 to 5 October <strong>2007</strong> the nomination committee<br />

consisted of Herman Daems (Chairman), Christine Van<br />

Broeckhoven, Frank Meysman, Emile van der Burg and Marc<br />

Stordiau. Since Christine Van Broeckhoven’s resignation from<br />

the board on 5 October <strong>2007</strong>, the nomination committee has<br />

consisted of Herman Daems (chairman), Frank Meysman, Emile<br />

van der Burg and Marc Stordiau.<br />

In this way the nomination committee consists entirely of nonexecutive<br />

directors, three of whom are independent directors.<br />

Number of meetings and attendance levels<br />

The nomination committee met twice during <strong>2007</strong>-<strong>2008</strong>.<br />

Only one director was absent, bringing the attendance level to<br />

90 percent.<br />

4. COMPOSITION AND REMUNERATION<br />

OF DAY-TO-DAY MANAGEMENT<br />

The Lippens Code (best practice provision 7.15) recommends<br />

reporting in the annual report the remuneration paid in respect<br />

of the fi nancial year in question to the CEO (on an individual<br />

basis) and to executive management members (on a global basis).<br />

The disclosure applies to all forms of remuneration, fi xed,<br />

variable and other.<br />

4.1 - Managing Director’s remunerationuurder<br />

In <strong>2007</strong>-<strong>2008</strong>, <strong>Gimv</strong> paid EUR 702 300 of premiums into the<br />

group insurance scheme in respect of the Managing Director.<br />

This amount includes:<br />

- a fi xed remuneration of EUR 375 000 and a fi xed annual<br />

group insurance premium of EUR 117 328,<br />

- a variable component of EUR 205 102,<br />

- an occupational accident insurance premium of EUR 1 350.<br />

| 77


CORPORATE<br />

GOVERNANCE<br />

The total value of benefi ts in kind in the Managing Director’s<br />

remuneration package amounts to EUR 3 520.<br />

The Managing Director participates in the co-investment structure<br />

(see 6 - page 79), equal to a carried interest arrangement<br />

of 10 percent. Around 1/25 of this carried interest accrues to<br />

the Managing Director. He also takes an 8.87 percent stake of<br />

the exit bonus. The value of both the carried interest and the<br />

exit bonus depends entirely on the evolution of the underlying<br />

investments.<br />

The Managing Director does not own any <strong>Gimv</strong> shares of options<br />

thereon.<br />

4.2 - Executive committee<br />

Members<br />

The Managing Director is assisted in the execution of his task<br />

by an executive committee. In addition to the Managing Director<br />

the executive committee consists of:<br />

Name Function Year of birth<br />

Marc Vercruysse Chief Financial Offi cer 1959<br />

Dirk Beeusaert Executive Vice-President Business Development and Secretary of the Board of Directors 1964<br />

Paul De Ridder Executive Vice-President Corporate Investment Germany 1956<br />

Alex Brabers Executive Vice-President ICT 1965<br />

Patrick Van Beneden Executive Vice-President Life Sciences 1962<br />

Geert-Jan van Logtestijn 1 Executive Vice-President Corporate Investment Belgium and Netherlands 1960<br />

Guy Mampaey 2 Executive Vice-President Corporate Investment Belgium 1954<br />

1 from 1 September <strong>2007</strong> - 2 to 31 August <strong>2007</strong><br />

Remuneration of the Executive Committee<br />

In <strong>2007</strong>-<strong>2008</strong>, <strong>Gimv</strong> paid EUR 3 050 016 of gross salaries and<br />

group insurance premiums in respect of the members of the<br />

Executive Committee, excluding the Managing Director.<br />

78 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Management, Corporate Governance and Shareholders<br />

Upon his appointment as Managing Director the following severance<br />

settlement was agreed:<br />

- if his appointment is terminated before age 60 because<br />

of a decision taken by the Board of Directors, <strong>Gimv</strong> owes<br />

him remuneration equal to twice his present fi xed annual<br />

remuneration;<br />

- if his appointment is terminated after age 60, no severance<br />

settlement will be owed by <strong>Gimv</strong>.


This includes:<br />

- joint fi xed remuneration of EUR 1 525 509 and an annual<br />

fi xed group insurance premium of EUR 164 508.<br />

- joint variable remuneration in respect of the <strong>2007</strong>-<strong>2008</strong> fi -<br />

nancial year of EUR 606 894 and life insurance premiums<br />

dependent on the variable remuneration of EUR 753 105.<br />

The total value of benefi ts in kind in the remuneration package<br />

of executive committee members (not including the Managing<br />

Director) amounts to EUR 7 124.<br />

No special agreements have been concluded in relation to the<br />

recruitment or dismissal of executive committee members, who<br />

are covered by the usual legal provisions, with the exception,<br />

however, of the Managing Director (see 4.1 - page 77).<br />

5. EXIT BONUS PLAN<br />

Through the exit bonus plan, staff employees share in the capital<br />

gains realized from 2006 onwards on investments made prior to<br />

2001 (with the exception of Barco), based on the net asset value<br />

at 31 December 2005. An exit bonus is paid only where the<br />

realized capital gains represent a minimum return (4 percent).<br />

The rights to the exit bonus are subject to a vesting plan.<br />

A similar capital gains system is also provided for a number<br />

of fund investments where <strong>Gimv</strong> is involved in management<br />

(IT Partners, Buy Out Fund, Lyceum Capital, Biotech Fonds<br />

Vlaanderen and <strong>Gimv</strong> ARKIV ICT Fund) and for investments<br />

undertaken by the <strong>Gimv</strong> group via its Dutch and German business<br />

units.<br />

The fi nancial impact on <strong>Gimv</strong> of the exit bonus plan is totally<br />

dependent on the evolution of the value of the underlying shareholdings.<br />

For this <strong>Gimv</strong> has already set up total provisions of<br />

EUR 8 040 000 in recent years. This provision has been calculated<br />

on the basis of the employees concerned remaining with<br />

the company to the end of the vesting scheme.<br />

6. CO-INVESTMENT COMPANIES<br />

6.1 - The co-investment structure<br />

In line with market practice and in order to involve employees<br />

more closely in the respective investment portfolios, <strong>Gimv</strong> has<br />

set up co-investment companies for the various business units.<br />

Executive committee members have been able to participate<br />

(via share options) in the share capital of these co-investment<br />

companies in their capacity as members of the boards or investment<br />

advisory committees of these companies.<br />

Co-investment plan benefi ciaries are entitled to 10 percent of<br />

the capital gains realized on shareholdings in the respective<br />

investment portfolios after an exit and after deduction of fi nancing<br />

and administrative costs. This structure represents a carried<br />

interest of 10 percent within the <strong>Gimv</strong> group.<br />

Given the specifi c structure of the German activities, a separate<br />

arrangement has been worked out for Halder Germany<br />

employees.<br />

6.2 - Composition of the CICs’ management bodies<br />

The boards of directors of the different co-investment companies<br />

(CICs) are each composed of <strong>Gimv</strong> NV (permanently represented<br />

by Dirk Boogmans), Dirk Boogmans, Marc Vercruysse and<br />

the Executive Vice-President of the business unit concerned.<br />

The directorships in the CICs are unremunerated.<br />

The investment advisory committees are composed mainly of<br />

the investment managers of the respective business units.<br />

6.3 - Granting of options on shares in CICs<br />

In their capacity of board members and/or investment advisory<br />

committee members of the co-investment companies, executive<br />

committee members (with the exception of the Managing<br />

Director) were allotted 23.3 percent, 23.3 percent and 23 percent<br />

respectively of the total number of options on the shares<br />

of the various co-investment companies set up in 2001, 2004<br />

and <strong>2007</strong>.<br />

In his capacity of board member of the co-investment companies,<br />

the Managing Director was allotted 4 percent, 4.4 percent<br />

and 3.9 percent respectively of the total number of options on<br />

the shares of the various co-investment companies set up in<br />

2001, 2004 and <strong>2007</strong>.<br />

6.4 - Financial impact of the CICs on <strong>Gimv</strong><br />

The fi nancial impact on <strong>Gimv</strong> of these CICs is totally dependent<br />

on the evolution of the value of the shareholdings held by<br />

these companies. On 31 March <strong>2008</strong>, the total provision set<br />

aside by <strong>Gimv</strong> for the as yet unexercised options amounts to<br />

EUR 9 079 906. This provision is calculated on the assumption<br />

that the employees concerned remain with the company until<br />

the end of the vesting scheme and is based on the valuation of<br />

the fi xed assets in question at the end of the fi nancial year.<br />

| 79


CORPORATE<br />

GOVERNANCE<br />

7. EXTERNAL AUDIT BY THE STATUTORY AUDITOR<br />

The auditing of the company and the majority of its subsidiaries<br />

was entrusted by the Annual General Meeting of 27 June <strong>2007</strong><br />

to B.C.V. Ernst & Young Bedrijfsrevisoren, represented by Rudi<br />

Braes.<br />

In respect of <strong>2007</strong>-<strong>2008</strong>, <strong>Gimv</strong> has paid EUR 587 342 (ex-VAT)<br />

to Ernst & Young Bedrijfsrevisoren. This amount is composed<br />

of:<br />

- EUR 87 000 for the statutory audit of <strong>Gimv</strong>’s fi nancial<br />

statements;<br />

- EUR 302 728 for the statutory audits of the fi nancial statements<br />

of the (direct and indirect) subsidiaries of <strong>Gimv</strong> of<br />

which Ernst & Young Bedrijfsrevisoren is statutory auditor;<br />

- EUR 12 600 for other audit assignments. These services relate<br />

to reporting in connection with the interim dividend and to additional<br />

auditing controls in the context of the consolidation;<br />

- EUR 62 560 for advice regarding IFRS;<br />

- EUR 7 500 for tax advice assignments;<br />

- EUR 110 064 for assignments outside the auditing mandate,<br />

including external verifi cation of the calculation of variable<br />

remuneration and benchmarking the investment process at<br />

<strong>Gimv</strong> against general practice in the European private equity<br />

sector.<br />

The remuneration of the statutory audit of <strong>Gimv</strong>’s fi nancial accounts<br />

and of <strong>Gimv</strong>’s (direct and indirect) subsidiaries is adjusted<br />

annually in line with the consumer price index. Article 134 §4 of<br />

the Company Code requires that the notes to the annual report<br />

include “the object of and the remuneration attached to tasks,<br />

mandates or assignments undertaken by a person with whom<br />

the statutory auditor has concluded a working agreement or with<br />

whom he has a professional cooperation arrangement or by a<br />

company or person associated with the statutory auditor” within<br />

<strong>Gimv</strong>, Belgian companies or persons associated with <strong>Gimv</strong>, and<br />

its foreign subsidiaries.<br />

To fulfi l this provision, <strong>Gimv</strong> applies the following procedures:<br />

- the audit committee subjects the additional legal assignments<br />

and also other services undertaken by <strong>Gimv</strong>’s statutory<br />

auditor (and companies associated with or having cooperation<br />

arrangements with Ernst & Young) to a strict approval<br />

procedure;<br />

- <strong>Gimv</strong> has also enquired of those companies of which it owns<br />

more than 50 percent of the shares and of their statutory<br />

auditors whether Ernst & Young (or associated (legal) persons)<br />

have undertaken assignments for Belgian companies<br />

or foreign subsidiaries associated with <strong>Gimv</strong>.<br />

80 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Management, Corporate Governance and Shareholders<br />

<strong>Gimv</strong> management is generally not involved in the choice of<br />

service provider for its participations. This enquiry has shown<br />

that due diligences in the context of takeovers are the only<br />

material assignments carried out by Ernst & Young. These<br />

assignments, amounting to EUR 116 807, do not fall under<br />

the “1-for-1” rule;<br />

- Ernst & Young also has its own internal systems for the early<br />

detection of confl icts of interest. Although <strong>Gimv</strong> has no reason<br />

whatsoever to doubt the completeness and accuracy of<br />

the information obtained in this way, it is unable to give any<br />

guarantees in this respect.<br />

The above shows that the remuneration for assignments other<br />

than the external audit which is used in calculating compliance<br />

with the “1-for-1” rule” for the <strong>2007</strong>-<strong>2008</strong> fi nancial year, is signifi<br />

cantly lower than that received by Ernst & Young as statutory<br />

auditor for its external audit assignment.<br />

8. THE CODE OF CONDUCT<br />

In order to maintain a high standard of business ethics, <strong>Gimv</strong><br />

has produced guidelines for its Board of Directors and all employees.<br />

The text of this Code of Conduct is included as Annexe<br />

A in the Corporate Governance Charter (see Section 6 “Rules of<br />

Behaviour” of the Corporate Governance Charter).<br />

9. CORPORATE GOVERNANCE SCORE<br />

Report by Institutional Shareholder Service Europe<br />

To the Board of Directors and Shareholders of <strong>Gimv</strong>:<br />

“At the request of the Board of Directors we have assessed the<br />

current Corporate Governance structures and workings of <strong>Gimv</strong>.<br />

The outcome of this analysis is the assignment of a Corporate<br />

Governance Rating. The Rating refl ects ISS Europe’s opinion of<br />

the extent to which <strong>Gimv</strong> complies with internationally recognised<br />

corporate governance principles and practices that serve<br />

the long-term interests of its shareholders.<br />

The Rating is measured on a scale of 10 (best practice) to 1<br />

(most questionable practice).<br />

In its report ISS Europe accords <strong>Gimv</strong> a rating of 8.5.<br />

In addition to the company ratings, specifi c corporate governance<br />

ratings are allocated to each of the following categories<br />

that contribute to the overall rating. <strong>Gimv</strong> received the following<br />

corporate governance scores measured on a scale of 10 (best<br />

practice) to 1 (most questionable practice):


- Rights and duties of shareholders 7.5<br />

- Commitments to shareholder value 8.0<br />

- Disclosure on corporate governance 8.5<br />

- Structure and functioning of the Board of Directors 8.5<br />

Our corporate governance ratings are compiled according to<br />

a methodology based on internationally recognised corporate<br />

governance standards, regularly updated to refl ect the latest<br />

market expectations in the fi eld of corporate governance.<br />

We conducted this analysis from a position of independence<br />

and objectivity. The rating is based on public and non-public<br />

data provided by <strong>Gimv</strong>, as well as on “one-to-one” interviews<br />

with members of the Board of Directors and executive committee.<br />

ISS Europe does not audit the information it receives.<br />

This rating and accompanying analysis are based on current<br />

information provided to ISS Europe as of 16 April <strong>2007</strong>. The<br />

rating as well as the accompanying analysis may be changed,<br />

suspended or withdrawn as a result of changes in or unavailability<br />

of such information.<br />

The Rating & Investor Report may be obtained from <strong>Gimv</strong>.<br />

While due care has been taken by ISS Europe in compiling the<br />

information, analysis and interviews, it does not assume any<br />

liability, express or implied, with respect to the consequences or<br />

use of its ratings or analysis. In particular the Rating & Investor<br />

Report on <strong>Gimv</strong> is not intended to constitute an offer, solicitation<br />

or advice to buy, sell or hold any interest in the company.<br />

Following the assessment of the Corporate Governance structure<br />

and workings of <strong>Gimv</strong>, ISS Europe also compared the practices<br />

of <strong>Gimv</strong> with the best practice provisions set out by the Belgian<br />

Corporate Governance Code (Lippens Code). ISS Europe can<br />

confi rm that on a total of 87 best practice provisions <strong>Gimv</strong> complies<br />

with 82 provisions.”<br />

10. DEPARTURES FROM THE LIPPENS CODE<br />

ISS Europe has established that during 2006-<strong>2007</strong> <strong>Gimv</strong> fulfi lled<br />

all nine principles of the Lippens Code and that all applicable<br />

best practice provisions are complied with, with the exception of<br />

the fi ve best practice provisions mentioned below. Nothing has<br />

changed during <strong>2007</strong>-<strong>2008</strong>, which means that these fi ndings<br />

are still relevant. At the time of the present annual report, <strong>Gimv</strong><br />

complies with 94.25 percent of the best practice provisions.<br />

10.1 - Directors’ appointments<br />

Best practice provision 4.1<br />

“There should be a rigorous and transparent procedure for an<br />

effi cient appointment and re-election of directors. The board<br />

should draw up nomination procedures and selection criteria<br />

for board members, allowing for specifi c rules for executive and<br />

non-executive directors where appropriate.”<br />

Departure from the best practice provision<br />

Five members of the <strong>Gimv</strong> Board of Directors are presented<br />

by the Vlaamse Participatiemaatschappij (VPM) and are also<br />

directors of VPM. The presentation procedure for these directors<br />

therefore deviates from the procedure applied for the other<br />

directorships.<br />

Explanation<br />

The specifi c nature of the ownership structure (and the management<br />

agreement between VPM and the Flemish Region) largely<br />

defi nes the framework for the candidacy of directors other than<br />

the independent directors. This is a reality that <strong>Gimv</strong> has to take<br />

account of. Notwithstanding this the directors presented by the<br />

reference shareholder provide a good balance and complementarity<br />

of profi les within the board.<br />

10.2 - Composition of the audit committee<br />

Best practice provision 5.2.1<br />

“The board should set up an audit committee composed exclusively<br />

of non-executive directors. At least a majority of its<br />

members should be independent. The chairman of the board<br />

should not chair the audit committee. The board should satisfy<br />

itself that the committee has suffi cient relevant expertise to fulfi l<br />

its role effectively, notably in fi nancial matters.<br />

Departure from the best practice provision<br />

The audit committee has four members, all of them non-executive<br />

directors. Two of them cannot, however, be viewed as<br />

independent within the meaning of the Lippens Code. The audit<br />

committee therefore does not consist primarily of independent<br />

directors.<br />

Explanation<br />

The Board of Directors is aware of the role and value of independent<br />

directors. At the same time it is convinced that membership<br />

of non-independent directors is necessary in order to<br />

achieve a balanced composition of the audit committee. The<br />

Board of Directors fi nds that there are good reasons for including<br />

in this committee directors that have been presented by a<br />

| 81


CORPORATE<br />

GOVERNANCE<br />

reference shareholder, as only in this way is it possible to achieve<br />

a balanced composition.<br />

When it comes to the core duties of the audit committee, the interests<br />

of the reference shareholders and the other shareholders<br />

are totally identical. The special role of the independent directors<br />

as protectors of the minority shareholders is only relevant<br />

in very exceptional circumstances in which there would be a<br />

confl ict of interest between the reference shareholder and the<br />

minority shareholders.<br />

The Board of Directors considers that, with the present number<br />

of independent directors, the audit committee is composed in<br />

a balanced way of parties who have an interest in a well and<br />

independently functioning audit committee.<br />

10.3 - Powers of the nomination committee<br />

Best practice provision 5.3.4<br />

“The nomination committee should make recommendations to<br />

the board with regard to the appointment of directors.<br />

Guideline: The role of the nomination committee should be to<br />

ensure that the appointment and re-election process is organised<br />

objectively and professionally.<br />

82 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Management, Corporate Governance and Shareholders<br />

Guideline: more specifi cally the nomination committee should:<br />

- draft appointment procedures for board members;<br />

- periodically assess the size and composition of the board<br />

and make recommendations to the board with regard to any<br />

changes;<br />

- identify and nominate, for the approval of the board, candidates<br />

to fi ll any vacancies as they arise;<br />

- advise on proposals for appointment originating from<br />

shareholders;<br />

- properly consider issues relating to succession planning.”<br />

Departure from the best practice provision<br />

The nomination committee has no say in the selection of candidates<br />

proposed by VPM.<br />

Explanation<br />

This situation derives from the specifi c nature of the company’s<br />

ownership structure, as explained in 10.1.<br />

Best practice provision 5.3.5<br />

“The nomination committee should consider proposals made<br />

by relevant parties, including management and shareholders.<br />

In particular the CEO should be entitled to submit proposals<br />

to, and be adequately consulted by the nomination committee,<br />

especially when dealing with issues related to executive<br />

directors or executive management.”<br />

Departure from the best practice provision<br />

Except with respect to the Managing Director, the nomination<br />

committee is not empowered to put forward nominations for<br />

management posts.<br />

Explanation<br />

The Lippens Code is directed primarily at enterprises with a<br />

one tier structure. <strong>Gimv</strong> has a de facto two-tier management<br />

structure, with the Managing Director responsible for day-to-day<br />

management and the composition of management, whilst the<br />

Board of Directors concentrates on setting general policy lines<br />

and on its supervisory function.


10.4 - Threshold for calling<br />

a shareholders’ meeting<br />

Best practice provision 8.9<br />

“The level of shareholding for the submission of proposals by<br />

a shareholder to the general shareholders’ meeting should not<br />

exceed 5 percent of the share capital.”<br />

Departure from the best practice provision<br />

<strong>Gimv</strong> has no special provision in its articles of association for<br />

lowering the 20 percent legal threshold for calling a general<br />

meeting. Nor is there any separate stipulation with regard to<br />

placing an item on the agenda of a general meeting.<br />

Explanation<br />

The Board of Directors will consider any reasonable proposal<br />

made by a shareholder, regardless of how many shares he or<br />

she holds. If the proposal is in <strong>Gimv</strong>’s and its shareholders’<br />

interest the Board of Directors will place it on the agenda of the<br />

general meeting.<br />

The introduction of a lower threshold would moreover not make<br />

any de facto difference, given that no single shareholder (with<br />

the exception of VPM) holds more than 5 percent.<br />

| 83


SHAREHOLDERS<br />

1 - General share information<br />

The <strong>Gimv</strong> share has been listed on Euronext Brussels since<br />

26 June 1997. The share is a component of various Euronext indexes<br />

(Next 150, Bel Mid, Bel Financials, Belgian All Shares,…)<br />

and of specialized private-equity indexes (DJ Stoxx Private<br />

Equity 20, Private Equity NXT, LPX 50, LPX Europe,…).<br />

Share code GIMB<br />

ISIN-code BE0003699130<br />

Reuters-code GIMV.BR<br />

Bloomberg-code GIMB BB<br />

Liquidity-providers Bank Degroof and KBC Securities<br />

Financial servicing KBC Bank<br />

Number of shares (31/03/08) 23 176 005<br />

Market capitalisation (31/03/08) EUR 1 106.7 million<br />

2 - Share price over the past fi ve years<br />

Financial<br />

year<br />

Share price Average daily<br />

trading volume<br />

84 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Management, Corporate Governance and Shareholders<br />

Gross<br />

dividend<br />

Net<br />

dividend<br />

Gross<br />

dividend<br />

yield 1<br />

End of<br />

fi nancial year Average High Low Number In EUR In EUR In EUR In %<br />

2003 26.48 20.94 26.48 15.65 8 330 177 001 0.74 0.56 3.5<br />

2004 37.52 31.84 37.94 26.80 8 235 265 263 2.393 1.79 7.5<br />

2005 44.80 40.23 46.18 34.10 82 651 3 165 005 3.534 2.65 7.9<br />

2006-<strong>2007</strong> 5 48.10 46.75 49.76 40.20 50 173 2 319 895 4.186 3.13 8.9<br />

<strong>2007</strong>-<strong>2008</strong> 47.75 48.68 54.99 41.25 35 232 1 722 768 4.367 3.27 9.0<br />

1 Gross dividend as a percentage of the average share price<br />

2 31 March for 2006-<strong>2007</strong> and <strong>2007</strong>-<strong>2008</strong><br />

3 Being a one-off interim of EUR 0.74 gross per share and a fi nal dividend of EUR 1.65 gross per share<br />

4 Being a one-off interim dividend of EUR 1.3333 gross per share and a fi nal dividend of EUR 1.65 gross per share<br />

5 The 2006-<strong>2007</strong> fi nancial year ran for 15 months from 1 January 2006 to 31 March <strong>2007</strong><br />

6 Being a one-off interim of EUR 1.3333 gross per share (payable from 6 December 2006) and a fi nal dividend of EUR 2.85<br />

gross per share (payable from 2 July <strong>2007</strong>)<br />

7 Being a one-off interim of EUR 2.00 gross per share (payable from 6 December <strong>2007</strong>) and a fi nal dividend of<br />

EUR 2.36 gross per share (ex-date from 30 June <strong>2008</strong>).


Volume<br />

16 000 000<br />

14 000 000<br />

12 000 000<br />

10 000 000<br />

8 000 000<br />

6 000 000<br />

4 000 000<br />

2 000 000<br />

0<br />

Share price and trading volumes over the past<br />

fi ve years (in EUR)<br />

3 - Share price in <strong>2007</strong>-<strong>2008</strong><br />

2003 2004 2005 2006 <strong>2007</strong><br />

The credit crisis, and the shadow it threw over fi nancial markets,<br />

brought to an end the continuous rise in the <strong>Gimv</strong> share price<br />

since the start of 2003.<br />

Despite this, <strong>Gimv</strong> posted excellent results during the past fi nancial<br />

year. It also took important steps for expanding its activities,<br />

both sector-wise and geographically.<br />

The share price reached its highest point at EUR 54.99 on<br />

18 June <strong>2007</strong>, and its lowest point of EUR 41.25 on 15 January<br />

<strong>2008</strong>. The average price was EUR 48.68.<br />

The average daily trading volume decreased signifi cantly from<br />

50 173 shares in 2006-<strong>2007</strong> to 35 232 during the past year.<br />

This is mainly due to the private placement in October 2006.<br />

The stock market price remained quite stable over the fi nancial<br />

year (- 0.7 percent), despite the payment of major dividends.<br />

The evolution of the market price, together with the dividends<br />

paid, represents a gross yield for shareholders of 9.4 percent.<br />

<strong>2008</strong><br />

Price<br />

60<br />

55<br />

50<br />

45<br />

40<br />

35<br />

30<br />

25<br />

20<br />

15<br />

10<br />

Volume (monthly averages)<br />

Price (right scale)<br />

| 85


SHAREHOLDERS<br />

4 - The <strong>Gimv</strong> share compared with the Belgian All Shares<br />

index, the BEL20 index and the DJ Eurostoxx50 index<br />

300<br />

250<br />

200<br />

150<br />

100<br />

50<br />

2004 2005 2006 <strong>2007</strong> <strong>2008</strong><br />

5 - Distribution of available profi t<br />

In <strong>2007</strong>-<strong>2008</strong>, <strong>Gimv</strong> realised a net profi t (unconsolidated)<br />

of EUR 45.9 million, compared with EUR 135.6 million in<br />

2006-<strong>2007</strong> (15 months). Adding to this the profi t carried forward<br />

from the previous fi nancial year (EUR 508.3 million), the<br />

<strong>2007</strong>-<strong>2008</strong><br />

in EUR million<br />

2006-<strong>2007</strong><br />

in EUR million<br />

86 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Management, Corporate Governance and Shareholders<br />

profi t available for appropriation amounts to EUR 554.2 million<br />

(2006-<strong>2007</strong>: EUR 605.2 million).<br />

2005<br />

in EUR million<br />

2004<br />

in EUR million<br />

2003<br />

in EUR million<br />

Profi t for the fi nancial year available<br />

for appropriation 45.9 135.6 200.7 164.8 258.6<br />

Profi t carried forward 508.3 469.6 350.8 241.4 -<br />

Total profi t available for appropriation 554.2 605.2 551.5 406.2 258.6<br />

Dividends<br />

Dividends on shares exempt from<br />

101.0 96.9 81.9 55.4 17.2<br />

withholding tax<br />

Dividends on shares subject to<br />

27.3 30.9 32.8 38.8 12.0<br />

withholding tax 73.7 66.0 49.1 16.6 5.1<br />

Withholding tax to be retained 18.4 16.5 12.3 -4.2 -1.3<br />

Net dividends 82.6 49.5 36.8 12.5 3.9<br />

Profi t to be carried forward 453.1 508.3 469.6 350.8 241.4<br />

Withdrawal from reserves - - - - -<br />

Transfer to reserves<br />

To be carried forward to the following<br />

- - - - -<br />

fi nancial year 453.1 508.3 469.6 350.8 241.4<br />

BAS<br />

BEL20<br />

<strong>Gimv</strong><br />

DJ Eurostoxx 50


6 - Dividend policy<br />

The Board of Directors proposes to the General Shareholders’<br />

Meeting an appropriation of the result such that dividends grow<br />

at least in line with infl ation, insofar as there is enough profi t<br />

available for appropriation.<br />

As an investment company, however, <strong>Gimv</strong>’s earnings are determined<br />

by both realized and unrealized capital gains and losses.<br />

No guarantee can therefore be given that this dividend policy<br />

will be continued unchanged in the future.<br />

Thanks to the strong results of the fi rst half of <strong>2007</strong>-<strong>2008</strong>, the<br />

<strong>Gimv</strong> Board of Directors decided to pay in December <strong>2007</strong> a<br />

one-off interim dividend (EUR 2.00 gross per share - coupon<br />

no. 14). In arriving at this amount the Board took into account<br />

the customary assessment of the cash position with a view to<br />

maximum value creation for shareholders, the long-term IRR<br />

and the growth strategy.<br />

5<br />

4<br />

3<br />

2<br />

1<br />

0<br />

Gross dividend per share<br />

(in EUR)<br />

1997 1998 1999 2000 2001 2002 2003 2004 1 2005 2 2006/<strong>2007</strong> 3 <strong>2007</strong>/<strong>2008</strong> 4<br />

1 Extraordinary interim dividend of EUR 0.74 per share (payable from 29 October 2004) + fi nal dividend of<br />

EUR 1.65 per share (payable from 31 May 2005)<br />

2 Extraordinary interim dividend of EUR 1.3333 per share (payable from 15 November 2005) + fi nal dividend of<br />

EUR 2.20 per share (payable from 6 June 2006)<br />

3 Extraordinary interim dividend of EUR 1.3333 per share (payable from 6 December 2006) + fi nal dividend of<br />

EUR 2.85 per share (payable from 2 July <strong>2007</strong>)<br />

4 Extraordinary interim dividend of EUR 2.00 per share (payable from 6 December <strong>2007</strong>) + fi nal dividend of<br />

2.36 EUR per share (payable from 3 July <strong>2008</strong>)<br />

<strong>Gimv</strong> will in future be constantly assessing its cash position<br />

to guarantee maximum value creation. With this in mind the<br />

Board of Directors will be proposing to the General Meeting of<br />

25 June <strong>2008</strong> that it approve the payment of a gross dividend<br />

of EUR 4.36 per share before deduction of withholding tax.<br />

After deduction of 25 percent investment withholding tax, the<br />

net dividend amounts to EUR 3.27 per share.<br />

The balance of this dividend amounts to EUR 2.36 gross per<br />

share. Compared with the annualized dividend for 2006-<strong>2007</strong>,<br />

this represents a rise of 3.51 percent. The fi nal dividend will be<br />

payable on 3 July <strong>2008</strong> against presentation of coupon no. 15<br />

at KBC Bank. In this way the Board of Directors confi rms the<br />

dividend policy.<br />

Final dividend<br />

Extraordinary interim dividend<br />

Final dividend of the<br />

three supplementary months of<br />

the extended fi nancial year<br />

| 87


7 - Shareholder structure<br />

The capital of <strong>Gimv</strong> amounts to EUR 220 million and is represented<br />

by 23 176 005 fully paid-up shares without nominal<br />

value. All shares are listed on Euronext Brussels. All shares have<br />

the same rights and fractional value, and are fully paid up.<br />

The largest shareholder in <strong>Gimv</strong> NV is the Vlaamse<br />

Participatiemaatschappij (VPM). At 1 April <strong>2008</strong> it controlled<br />

27.06 percent of the capital or 6 270 403 shares.<br />

In addition <strong>Gimv</strong> received notifi cation in January <strong>2008</strong> that a<br />

holding of 3 percent or more of the total outstanding shares had<br />

been acquired or had changed hands. KBC Asset Management<br />

announced that various funds managed by it together have a<br />

3.01 percent interest in <strong>Gimv</strong>. All other shares are distributed<br />

among the investing public.<br />

88 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Management, Corporate Governance and Shareholders<br />

8 - Relations with shareholders and investors<br />

<strong>Gimv</strong> would like to thank not only its shareholders, but also<br />

everyone, like analysts and journalists, who brings the company<br />

to investors’ attention.<br />

The ownership of <strong>Gimv</strong> shares has become much more diversifi<br />

ed and international over the past few years. At the start of<br />

<strong>2008</strong> most shareholders were located in Belgium, the United<br />

Kingdom, France, Switzerland, the Netherlands and Ireland.<br />

<strong>Gimv</strong> seeks to provide interested investors with timely information.<br />

Care is taken to treat all shareholders equally at all times. In<br />

<strong>Gimv</strong>’s own interest and under the terms of certain agreements,<br />

we are unable to always publish full details of transactions. <strong>Gimv</strong><br />

provides as complete information as is possible on its website,<br />

in its annual report and in press releases.<br />

During the <strong>2007</strong>-<strong>2008</strong> fi nancial year, <strong>Gimv</strong> also organized 16<br />

days of roadshows for investors and various investors visited the<br />

company. During <strong>2007</strong>-<strong>2008</strong>, nearly 90 meetings took place<br />

with institutional investors. <strong>Gimv</strong> also took part in the largest<br />

information mart for private investors in Belgium.<br />

Eight fi nancial institutions followed the share during the fi nancial<br />

year.


9 - Financial calendar<br />

22 May <strong>2008</strong><br />

Press release, press and analysts’ meeting in respect of FY<br />

<strong>2007</strong>-<strong>2008</strong><br />

25 June <strong>2008</strong><br />

Ordinary General Shareholders’ Meeting in respect of FY<br />

<strong>2007</strong>-<strong>2008</strong> and Extraordinary General Shareholders’ Meeting<br />

30 June <strong>2008</strong><br />

Ex-date for the fi nal dividend in respect of FY <strong>2007</strong>-<strong>2008</strong> (coupon<br />

no. 15)<br />

2 July <strong>2008</strong><br />

Record date for the fi nal dividend in respect of FY <strong>2007</strong>-<strong>2008</strong><br />

(coupon no. 15)<br />

3 July <strong>2008</strong><br />

Payment date of the fi nal dividend in respect of FY <strong>2007</strong>-<strong>2008</strong><br />

(coupon no. 15)<br />

End July – Beginning August <strong>2008</strong><br />

Interim statement fi rst quarter FY <strong>2008</strong>-2009<br />

20 November <strong>2008</strong><br />

Press release, press and analysts’ meeting in respect of the fi rst<br />

half of FY <strong>2008</strong>-2009<br />

10 - Contact data Investor Relations<br />

Shareholders and interested investors wishing to obtain copies<br />

of the annual report, the annual accounts of <strong>Gimv</strong> NV or other<br />

information about the <strong>Gimv</strong> group can contact:<br />

Frank De Leenheer<br />

Investor Relations Manager<br />

Tel. +32 3 290 22 18<br />

Fax +32 3 290 21 05<br />

E-mail frankdl@gimv.be<br />

On <strong>Gimv</strong> website you will fi nd, in Dutch (www.gimv.be) and in<br />

English (www.gimv.com) extracts from the annual report, press<br />

releases, the portfolio, the stock price and other information on<br />

the <strong>Gimv</strong> group.<br />

| 89


<strong>ANNUAL</strong> ACCOUNTS


DURING THE <strong>2007</strong>-<strong>2008</strong><br />

FINANCIAL YEAR GIMV<br />

INVESTED AGAIN A LOT IN<br />

ITS CORE COUNTRIES<br />

BELGIUM, GERMANY, THE<br />

NETHERLANDS AND<br />

FRANCE BUT IT ALSO<br />

EXTENDED ITS PORTFOLIO<br />

WITH COMPANIES AND<br />

FUNDS IN THE REST OF<br />

EUROPE AND BEYOND.


<strong>ANNUAL</strong><br />

ACCOUNTS<br />

Introduction<br />

1 General Information<br />

2 Limited consolidation versus statutory consolidation<br />

Limited consolidation<br />

1 Consolidated income statement<br />

2 Consolidated balance sheet<br />

3 Consolidated statement of changes in equity<br />

4 Simplifi ed cash fl ow statement<br />

5 Summary of the main valuation rules used for the limited consolidation<br />

6 Discussion of the main income statement headings<br />

7 Discussion of the main balance sheet headings<br />

8 Statutory auditor’s statement<br />

Statutory consolidation<br />

1 Consolidated income statement<br />

2 Consolidated balance sheet<br />

3 Consolidated statement of changes in equity<br />

4 Consolidated cash fl ow statement<br />

5 Summary of signifi cant accounting policies<br />

6 Impact of new or amended standards applicable after 31 March <strong>2008</strong><br />

7 Signifi cant judgements and estimates<br />

8 Subsidiaries<br />

9 Acquisitions of subsidiaries<br />

10 Sales of subsidiaries<br />

11 Segment information<br />

12 Operating result<br />

13 Financial result<br />

14 Taxes<br />

15 Earnings per share<br />

16 Paid and proposed dividends<br />

17 Goodwill and other intangible assets<br />

18 Property, plant and equipment<br />

19 Goodwill impairment<br />

20 Financial assets at fair value through the income statement<br />

21 Loans to investee companies<br />

22 Inventories<br />

23 Trade and other receivables<br />

24 Cash and cash equivalents<br />

25 Issued capital and reserves<br />

26 Pension liabilities<br />

27 Provisions<br />

28 Financial liabilities and trade and other receivables<br />

29 Related parties<br />

30 Financial risk management<br />

31 Share-based transactions<br />

32 Fair value<br />

33 Key events after the balance sheet closing date<br />

34 Off-balance sheet obligations and major pending litigation<br />

35 Director’ report on the statutory consolidation fi gures<br />

36 Auditor’s report<br />

37 Reconciliation of the limited and statutory consolidations<br />

Unconsolidated fi nancial statements<br />

1 Balance sheet<br />

2 Income statement<br />

Glossary<br />

Contact information<br />

Financial calendar<br />

92 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Table of contents annual accounts<br />

93<br />

93<br />

93<br />

94<br />

94<br />

95<br />

96<br />

98<br />

98<br />

99<br />

102<br />

104<br />

105<br />

105<br />

106<br />

108<br />

110<br />

112<br />

117<br />

117<br />

118<br />

119<br />

120<br />

121<br />

126<br />

128<br />

129<br />

130<br />

131<br />

132<br />

134<br />

135<br />

135<br />

135<br />

137<br />

137<br />

138<br />

138<br />

138<br />

140<br />

140<br />

142<br />

145<br />

145<br />

145<br />

145<br />

145<br />

148<br />

150<br />

151<br />

152<br />

152<br />

154<br />

155<br />

156<br />

156


INTRODUCTION<br />

1. GENERAL INFORMATION<br />

<strong>Gimv</strong> NV<br />

Public Limited Company<br />

Registered offi ce:<br />

Karel Oomsstraat 37<br />

2018 Antwerp<br />

Phone: +32 3 290 21 00<br />

Fax: +32 3 290 21 05<br />

Website<br />

www.gimv.com<br />

Commercial register<br />

Antwerp nr. 222.348<br />

Enterprise number<br />

0220.324.117<br />

Date of formation<br />

25/02/1980<br />

Financial year<br />

1 April <strong>2007</strong> - 31 March <strong>2008</strong><br />

Financial servicing<br />

KBC Bank<br />

Number of shares (31/03/<strong>2008</strong>)<br />

23 176 005<br />

2. LIMITED CONSOLIDATION VERSUS STATUTORY<br />

CONSOLIDATION<br />

From the 2005 fi nancial year onwards <strong>Gimv</strong> is required to prepare<br />

its consolidated annual accounts in accordance with the<br />

‘International Financial Reporting Standards’ (IFRS) as approved<br />

for application in the European Union. The Group has opted,<br />

after the transition to IFRS, to continue presenting two kinds of<br />

consolidated accounts, that is the ‘statutory’ consolidation and<br />

a ‘limited’ consolidation.<br />

A signifi cant impact of the transition to IFRS is that a number<br />

of companies in the investment portfolio which the <strong>Gimv</strong> group<br />

is deemed to control in accordance with IAS 27 (scope of<br />

consolidation) have to be fully consolidated. Given that these<br />

investments have been made expressly with a view to creating<br />

capital gains and generating income, we believe that the consolidation<br />

of enterprises included in the investment portfolio is not a<br />

relevant yardstick for measuring the <strong>Gimv</strong> group’s performance<br />

and can even be potentially misleading.<br />

<strong>Gimv</strong> regrets that the IASB, in its improvements project, has<br />

failed to include an exception for the consolidation of investment<br />

companies on the lines of those included for associates and<br />

joint ventures. Such an exemption from consolidation exists, for<br />

example, under US GAAP and Australian GAAP.<br />

To meet the information needs of annual report readers, we<br />

consider it necessary to produce a second set of fi nancial<br />

statements in addition to the consolidated annual statements<br />

prepared in accordance with IFRS as approved by the European<br />

Union. This “limited” consolidation fully consolidates only the<br />

investment company subsidiaries; the other companies which<br />

under IAS 27 <strong>Gimv</strong> is deemed to control, but which belong to<br />

the investment portfolio, are valued at fair value in accordance<br />

with the international valuation guidelines for private equity<br />

companies.<br />

The consolidated fi nancial statements are expressed in thousands<br />

of euros unless otherwise mentioned.<br />

The consolidated fi nancial statements of <strong>Gimv</strong> NV at 31 March<br />

<strong>2008</strong> were approved for publication by the Board of Directors<br />

on 20 May <strong>2008</strong>.<br />

| 93


LIMITED<br />

CONSOLIDATION<br />

1. CONSOLIDATED INCOME STATEMENT (IN EUR 000)<br />

Limited consolidation<br />

94 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Limited consolidation<br />

31/03/08 31/03/07<br />

1. Operating income 318 979 369 171<br />

1.1. Dividend income 5 885 25 122<br />

1.2. Interest income 7 630 8 098<br />

1.3. Gain on disposal of investments 129 710 105 835<br />

1.4. Unrealised gains on fi nancial assets at fair value through profi t & loss 155 952 214 794<br />

1.5. Management fees 4 150 5 794<br />

1.6. Turnover 10 260 7 635<br />

1.7. Other operating income 5 393 1 892<br />

2. Operating expenses (-) -163 027 -134 604<br />

2.1. Realised losses on disposal of investments -1 615 -3 942<br />

2.2. Unrealised losses on fi nancial assets at fair value through profi t & loss -106 633 -67 321<br />

2.3. Impairment losses -12 026 -12 734<br />

2.4. Purchase of goods and services -12 006 -14 244<br />

2.5. Personnel expenses -15 339 -27 773<br />

2.6. Depreciation of intangible assets -62 -569<br />

2.7. Depreciation of property, plant and equipment -494 -786<br />

2.8. Other operating expenses -14 851 -7 234<br />

3. Operating result, profi t (loss (-)) 155 952 234 567<br />

4. Financial income 21 270 20 298<br />

5. Financial costs (-) -9 080 -353<br />

6. Share of profi t (loss (-)) of associates - -<br />

7. Result before tax, profi t (loss (-)) 168 143 254 512<br />

8. Tax expenses (-) -141 -157<br />

9. Net profi t (loss (-)) of the period 168 002 254 355<br />

9.1. Minority interests 6 570 5 036<br />

9.2. Attributable to shareholders of the parent 161 432 249 319<br />

EARNINGS PER SHARE (IN EUR)<br />

31/03/08 31/03/07<br />

1. Basic earnings per share 6.97 10.76<br />

2. Diluted earnings per share * 6.97 10.76<br />

* On the assumption that all options / warrants that are ‘in the money’ at the end of the period will be exercised


2. CONSOLIDATED BALANCE SHEET (IN EUR 000)<br />

Limited consolidation<br />

ASSETS<br />

31/03/08 31/03/07<br />

I. NON -CURRENT ASSETS 853 142 825 816<br />

1. Goodwill and other intangible assets 115 167<br />

2. Property, plant and equipment 4 779 4 687<br />

3. Participation in non-consolidated subsidiaries - -<br />

4. Investments in associates - -<br />

5. Participations in joint ventures - -<br />

6. Financial assets at fair value through profi t & loss 737 935 764 280<br />

7. Loans to investee companies 110 209 56 471<br />

8. Other fi nancial assets 104 210<br />

9. Deferred taxes - -<br />

10. Pension assets - -<br />

11. Other non-current assets - -<br />

II. CURRENT ASSETS 540 844 501 610<br />

12. Inventories - -<br />

13. Current income tax receivables - -<br />

14. Trade and other receivables 17 162 6 481<br />

15. Loans to investee companies 4 380 46 518<br />

16. Cash and cash equivalents 512 524 445 608<br />

17. Other current assets 6 779 3 002<br />

Total assets 1 393 986 1 327 425<br />

Limited consolidation<br />

LIABILITIES<br />

31/03/08 31/03/07<br />

I. EQUITY 1 349 264 1 288 924<br />

A. Equity attributable to shareholders of the parent company 1 327 554 1 278 526<br />

1. Issued capital 220 000 220 000<br />

2. Share premium account 1 1<br />

3. Retained earnings (losses (-)) 1 107 553 1 058 525<br />

4. Translation differences - -<br />

B. Minority interest 21 710 10 399<br />

II. LIABILITIES 44 722 38 501<br />

A. Non-current liabilities 27 287 20 772<br />

5. Pension liabilities 2 875 3 299<br />

6. Provisions 24 412 17 473<br />

7. Deferred tax liabilities - -<br />

8. Financial liabilities - -<br />

9. Other liabilities - -<br />

B. Current liabilities 17 435 17 729<br />

10. Financial liabilities - -<br />

11. Trade and other payables 14 254 16 365<br />

12. Income tax payables 217 369<br />

13. Other liabilities 2 964 995<br />

Total equity and liabilities 1 393 986 1 327 425<br />

| 95


3. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (IN EUR 000)<br />

Year <strong>2007</strong>-<strong>2008</strong><br />

TOTAL 01/04/07<br />

1. Total profi t (loss (-)) for the year recognised directly in equity<br />

1.1. Translation differences on translating foreign operations<br />

1.2. Tax on items taken directly to or transferred from equity<br />

2. Net profi t (loss (-)) of the period<br />

3. Capital increase<br />

4. Repayment of capital (-)<br />

5. Changes in consolidation scope<br />

6. Dividends to shareholders<br />

7. Other changes<br />

TOTAL 31/03/08<br />

Year 2006-<strong>2007</strong><br />

TOTAL 01/01/06<br />

1. Total profi t (loss (-)) for the year recognised directly in equity<br />

1.1. Translation differences on translating foreign operations<br />

1.2. Tax on items taken directly to or transferred from equity<br />

2. Net profi t (loss (-)) of the period<br />

3. Capital increase<br />

4. Repayment of capital (-)<br />

5. Changes in consolidation scope<br />

6. Dividends to shareholders<br />

7. Other changes<br />

TOTAL 31/03/07<br />

96 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Limited consolidation


Issued<br />

capital<br />

Sharepremium<br />

account<br />

Attributable to shareholders of the parent<br />

Uncalled<br />

capital<br />

Retained<br />

earnings<br />

Translationdifferences<br />

Treasuryshares<br />

Total Minorityinterest<br />

Limited<br />

consolidation<br />

220 000 1 - 1 058 522 2 - 1 278 525 10 399 1 288 924<br />

- - - - - - - - -<br />

- - - - - - - - -<br />

- - - - - - - - -<br />

- - - 161 432 - - 161 432 6 570 168 002<br />

- - - - - - - - -<br />

- - - - - - - - -<br />

- - - - - - - - -<br />

- - - -112 404 - - -112 404 - -112 404<br />

- - - - - - - 4 741 4 741<br />

220 000 1 - 1 107 551 2 - 1 327 554 21 710 1 349 264<br />

Issued<br />

capital<br />

Sharepremium<br />

account<br />

Attributable to shareholders of the parent<br />

Uncalled<br />

capital<br />

Retained<br />

earnings<br />

Translationdifferences<br />

Treasuryshares<br />

Total Minorityinterest<br />

Limited<br />

consolidation<br />

220 000 1 - 891 091 2 - 1 111 094 3 691 1 114 785<br />

- - - - - - - - -<br />

- - - - - - - - -<br />

- - - - - - - - -<br />

- - - 249 319 - - 249 319 - 249 319<br />

- - - - - - - - -<br />

- - - - - - - - -<br />

- - - - - - - - -<br />

- - - -81 888 - - -81 888 - -81 888<br />

- - - - - - - 6 708 6 708<br />

220 000 1 - 1 058 522 2 - 1 278 525 10 399 1 288 924<br />

| 97


4. SIMPLIFIED CASH FLOW STATEMENT (IN EUR 000)<br />

98 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Limited consolidation<br />

31/03/08 31/03/07<br />

Cash and cash equivalents at beginning of period 445 608 472 009<br />

Investments -234 936 -192 122<br />

Divestments 378 135 237 417<br />

Interim dividend of the fi nancial year -46 352 -30 901<br />

Closing dividend previous fi nancial year -66 052 -50 987<br />

Other 36 120 10 191<br />

Cash and cash equivalents at end of period 512 524 445 608<br />

5. SUMMARY OF THE MAIN VALUATION RULES<br />

USED FOR THE LIMITED CONSOLIDATION<br />

The limited consolidation is prepared using the valuation<br />

rules as laid down by the Board of Directors. These valuation<br />

rules are in principle the same as those used for the statutory<br />

consolidation, the only difference being that in the limited<br />

consolidation the entire investment portfolio is valued at fair<br />

value as determined in accordance with IAS 39. Here <strong>Gimv</strong><br />

follows also the international valuation guidelines for the private<br />

equity and venture capital sector. In the statutory consolidation<br />

a number of companies in the investment portfolio which<br />

under IAS 27 <strong>Gimv</strong> is deemed to control are fully consolidated.<br />

In the 2006-<strong>2007</strong> fi nancial year these were Bever Zwerfsport<br />

Investments, De Groot International Investments, Geveke<br />

Investments, Hebu Investments, Interbrush, LowLand Fashion<br />

and Operator Groep Delft. For the <strong>2007</strong>-<strong>2008</strong> fi nancial year<br />

these are again HVEG Investments (former LowLand Fashion),<br />

Operator Groep Delft, De Groot International Investments and<br />

Interbrush, plus Grandeco Wallfashion Group, Verlihold, Numac<br />

Investments and Terstal. The shareholdings in Bever Zwerfsport<br />

Investments, Geveke Investments and Hebu Investments were<br />

sold in the course of the past fi nancial year.<br />

The other valuation rules are the same as those used for the<br />

statutory consolidation (see heading 5 of the statutory consolidation<br />

- page 112).


6. DIVIDENDS, INTEREST, MANAGEMENT FEES AND TURNOVER (IN EUR 000)<br />

Operating result<br />

Dividends, interest, management fees and turnover<br />

The fall of EUR 18 725 is explained primarily by the EUR 19 237<br />

fall in dividends, caused by the payment of an exceptional dividend<br />

of EUR 18 017 by Accessories International in 2006.<br />

Interest income received by the <strong>Gimv</strong> group from investee<br />

companies fell by EUR 468. The fact that the previous fi nancial<br />

year lasted 15 months is largely offset by interest income from<br />

new loans like that of EUR 1 071 from Grandeco Wallfashion<br />

Group.<br />

The management fees include the fee that the <strong>Gimv</strong> group<br />

receives from the Halder <strong>Gimv</strong> Germany Fund and the Halder<br />

IV Fund.<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong> Change<br />

Dividends 5 885 25 122 -19 237<br />

Interest 7 630 8 098 -468<br />

Management fees 4 150 5 794 -1 645<br />

Turnover 10 260 7 635 2 625<br />

Total 27 925 46 650 -18 725<br />

Gains and losses on the disposal of investments<br />

Turnover consists of management and directors’ fees received<br />

by the <strong>Gimv</strong> group from investee companies and fees for the<br />

management of portfolios like Biotech Fonds Vlaanderen and<br />

Nif Ventures. The increase in turnover is due to a recategorizing<br />

of the carried interest for the HGGF. Previously this was reported<br />

as unrealized income from fi nancial fi xed assets at fair value.<br />

To improve transparency it was decided to report the carried<br />

interest as a performance fee under turnover (EUR 5 151).<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong> Change<br />

Capital gains on disposal of investments 129 710 105 836 23 875<br />

Losses on disposal of investments -1 615 -3 942 2 327<br />

Total 128 095 101 894 26 202<br />

Gains and losses in <strong>2007</strong>-<strong>2008</strong> on the disposal of investments by activity<br />

Corporate<br />

Investment<br />

ICT Life Sciences Total<br />

Capital gains on disposal of investments 104 069 22 163 3 478 129 710<br />

Losses on disposal of investments -199 -234 -1 181 -1 615<br />

Total 103 870 21 929 2 297 128 095<br />

| 99


Realised gains and losses in <strong>2007</strong>-<strong>2008</strong> on the disposal of investments by activity - continued<br />

Corporate<br />

Investment<br />

ICT Life Sciences Total<br />

Listed companies 11 519 12 135 -835 22 818<br />

Funds 19 035 2 119 2 731 23 885<br />

Shareholdings 73 316 7 675 401 81 392<br />

Total 103 870 21 929 2 297 128 095<br />

Unrealised gains and losses on fi nancial assets at fair value, and on loans in investee companies<br />

Purchase of goods and other services, personnel expenses and depreciation<br />

100 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Limited consolidation<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong> Change<br />

Unrealised gains from fi nancial assets at fair<br />

value 155 952 214 794 -58 842<br />

Unrealised losses on fi nancial assets at fair value -106 633 -67 321 -39 312<br />

Impairment losses -12 026 -12 734 707<br />

Total 37 292 134 739 -97 447<br />

This heading refl ects the periodic revaluations of shareholdings.<br />

These take the form of investments in shares from the investment<br />

portfolio.<br />

These are classed as fi nancial assets and valued at fair value via<br />

the income statement. These investments are initially recorded<br />

at cost. Subsequently the unrealized gains and losses resulting<br />

from the periodical revaluations are recognised in the income<br />

statement.<br />

These are revalued quarterly based on decisions of the valuation<br />

committee. This committee establishes the fair value in<br />

accordance with IAS 39. Listed investments are valued on the<br />

basis of the bid rate on the reporting date, taking into account<br />

any trading restrictions. Where no stock market price is available,<br />

the fair value is determined using the valuation methods<br />

most appropriate to the particular type of investment. <strong>Gimv</strong><br />

follows here the International Private Equity and Venture Capital<br />

Valuation Guidelines.<br />

Unrealized valuation movements amounted to EUR 37 292.<br />

EUR 18 544 of the unrealized losses are due to exchange rate<br />

losses, mainly because of the effect of the fall of the US dollar<br />

against the euro.<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong> Change<br />

Goods and services -12 006 -14 244 2 238<br />

Personnel expenses -15 339 -27 773 12 434<br />

Depreciation -556 -1 355 799<br />

Total -27 901 -43 372 15 471<br />

The fall in this expense item is due mainly to the fact that<br />

the <strong>2007</strong>-<strong>2008</strong> fi nancial year lasted 12 months, whereas the<br />

2006-<strong>2007</strong> fi nancial year lasted 15 months. Also, in 2006-<strong>2007</strong><br />

remuneration was somewhat higher due to higher variable remuneration<br />

for employees, caused by provisions linked to the<br />

positive evolution in the value of the portfolio.


Other operating income and expenses<br />

OPERATING INCOME:<br />

Financial result<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong> Change<br />

Foreign exchange income 273 195 78<br />

Result from derivatives 4 741 1 406 3 334<br />

Other operating income 378 290 88<br />

Total operating income<br />

OPERATING EXPENSES:<br />

5 393 1 892 3 500<br />

Other fi nancial expenses -931 -1 107 176<br />

Provisions for liabilities and charges -7 919 -4 155 -3 764<br />

Provision for pensions 425 -1 568 1 993<br />

Taxes and operating costs -890 -1 103 213<br />

Foreign exchange expenses -52 -43 -9<br />

Other operating expenses -5 484 742 -6 226<br />

Total operating expenses -14 851 7 234 -7 617<br />

Operating result -9 459 -5 342 -4 117<br />

The other operating result fell by EUR 4 117. This fall is due<br />

to positive hedging results and a lower provision for pensions.<br />

Provisions for liabilities and charges and other operating expenses<br />

rose.<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong> Change<br />

Financial income 21 270 20 298 972<br />

Financial costs -9 080 -353 -8 727<br />

Total 12 191 19 945 -7 754<br />

The fi nancial result fell by EUR 7 754. This is due mainly to<br />

the EUR 8 946 increase in the reduction in value on fi nancial<br />

derivatives, in particular on CDOs in the treasury portfolio.<br />

Income taxes<br />

<strong>Gimv</strong> traditionally pays little tax. The Group’s main activity consists<br />

of taking shareholdings with the intention of reselling them<br />

later with a capital gain. Capital gains are tax-exempt in Belgium.<br />

<strong>Gimv</strong> NV has extensive tax loss carryforwards and fi nally taxed<br />

income from the past. With the introduction of notional interest<br />

deduction, an additional buffer of notional interest deduction<br />

is created every year, which can be carried forward for seven<br />

years.<br />

<strong>Gimv</strong> does not record deferred taxation on the deductible<br />

temporary differences and on tax loss carryforwards. This is<br />

because, in the group’s specifi c tax situation, the likelihood that<br />

these can be applied in the near future is considered low.<br />

Minority interests<br />

The minority interests relate mainly to the portion of the net<br />

profi t due to employees who participate in the co-investment<br />

companies, and results from the positive evolution in the value<br />

of the underlying portfolio. Another important minority interest is<br />

the shareholding in the <strong>Gimv</strong> ARKIV ICT Fund of Arkimedes.<br />

| 101


7. DISCUSSION OF THE MAIN BALANCE SHEET HEADINGS (IN EUR 000)<br />

Assets<br />

Fixed assets<br />

102 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Limited consolidation<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong> Change<br />

Financial assets at fair value through the income<br />

statement 737 935 764 280 -26 345<br />

Loans to investee companies 110 209 56 471 53 738<br />

Total 848 144 820 751 27 393<br />

The value of the fi nancial assets and outstanding loans to investee<br />

companies (the shareholdings of and loans by <strong>Gimv</strong> NV and<br />

its subsidiaries) has increased by EUR 27 393. <strong>Gimv</strong> invested<br />

through its various activities an amount of EUR 234 936. The<br />

main investments in the past fi nancial year were Verlihold,<br />

Grandeco Wallfashion Group and VAG Armaturen (Corporate<br />

Investment Belgium), Halder-<strong>Gimv</strong> Germany Fund (Corporate<br />

Investment Germany), Pragma Capital (Corporate Investment<br />

France), Numac Investments (Corporate Investment<br />

Netherlands), Metris and Telenet (exercise of warrants) (ICT)<br />

and Ablynx and Ambit (Life Sciences).<br />

Divestments of EUR 254 176 were also undertaken. This fi gure<br />

is based on the fair value of the sold shareholdings at 31 March<br />

Current assets<br />

Cash and cash equivalents<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong> Change<br />

Trade and other receivables 17 162 6 481 10 681<br />

Loans to investee companies 4 380 46 518 -42 138<br />

Trade receivables rose by EUR 10 681 with the reclassifi cation<br />

of the performance fee from the Halder-<strong>Gimv</strong> Germany Fund. To<br />

improve transparency this is no longer shown as a value movement<br />

but as a trade receivable. Receivables from the sale of<br />

shareholdings have also been reclassifi ed to trade receivables.<br />

<strong>2007</strong> (at carrying value). The main divestments by <strong>Gimv</strong> during<br />

this period were Lyceum Capital I, Alfacam Group, Jensen<br />

Group and DTS (Corporate Investment Belgium), the Halder-<br />

<strong>Gimv</strong> Germany Fund (Corporate Investment Germany), Geveke<br />

Investments, Bever Zwerfsport Investments, Holowell and Hebu<br />

Investments BV (Corporate Investment Netherlands), Telenet<br />

and Business Architects (ICT) and deVGen (Life Sciences).<br />

Added to this is the effect of the unrealized value movements<br />

on the portfolio resulting from the quarterly revaluation of the<br />

still unsold assets. This effect amounted during the <strong>2007</strong>-<strong>2008</strong><br />

fi nancial year to EUR 36 882. There were also a number of<br />

transfers in a value of EUR 9 751.<br />

The EUR 42 138 fall in loans to investee companies is due<br />

mainly to the collection of open receivables from the sale of the<br />

shareholdings in Hypnion and Arrow Therapeutics at the end of<br />

the previous fi nancial year.<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong> Change<br />

Cash and cash equivalents 512 524 445 608 66 915<br />

The EUR 66 915 rise in the cash position is the outcome of<br />

investments of EUR 234 936 and divestments of EUR 378 135<br />

(at sales price). <strong>Gimv</strong> also twice paid out a dividend during<br />

the fi nancial year: in July <strong>2007</strong> a fi nal dividend of EUR 2.85<br />

gross per share or EUR 66 052 in respect of the 2006-<strong>2007</strong><br />

fi nancial year, and in December <strong>2007</strong> an interim dividend in<br />

respect of the <strong>2007</strong>-<strong>2007</strong> fi nancial year of EUR 2.00 gross per<br />

share or EUR 46 352. There was also a positive cash infl ow of<br />

EUR 36 120, mainly from the settlement of shareholdings sold<br />

in the 2006-<strong>2007</strong> fi nancial year.


The distribution of cash and cash equivalents by investments products at 31 March <strong>2008</strong> was as follows:<br />

Type of product<br />

Liabilities<br />

Equity<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong> Change<br />

Equity (group’s share) 1 327 554 1 278 526 49 029<br />

The growth in equity (group’s share) is due to the adding of<br />

the net profi t for the fi nancial year (group’s share), less the<br />

dividends paid during the fi nancial year (EUR 112 404).<br />

Minority interests<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong> Change<br />

Minority interests 21 710 10 399 11 311<br />

Minority interests consist essentially of the portion of equity<br />

attributable to employees participating in the co-investment<br />

companies. The increase since 31 March <strong>2007</strong> is due to<br />

the positive evolution in the value of the underlying portfolio.<br />

31/03/08 in %<br />

Deposits 183.8 35.9%<br />

Insurance products 160.3 31.3%<br />

Dynamic cash management 59.9 11.7%<br />

Bonds 21.9 4.3%<br />

Funds 48.9 9.5%<br />

Securitized paper 37.6 7.3%<br />

Total 512.5 100.0%<br />

Cash and equivalents broke down by investment horizon as follows:<br />

Investment horizon<br />

31/03/08 in %<br />

0-3 months 183.8 36%<br />

3 months-2 years 243.8 48%<br />

2 years-5 years 84.9 17%<br />

Total 512.5 100%<br />

Another important minority interest is the shareholding in the<br />

<strong>Gimv</strong> ARKIV ICT Fund of Arkimedes.<br />

| 103


Liabilities<br />

8. AUDITOR’S STATEMENT<br />

The auditor, Ernst & Young Bedrijfsrevisoren BCVBA, represented<br />

by Mr Rudi Braes, has audited the limited consolidation.<br />

He concludes that the limited consolidation has been drawn up<br />

in accordance with the accounting principles as mentioned in<br />

note 5 (page 112) to the annual report, and this in all material<br />

aspects.<br />

104 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Limited consolidation<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong> Change<br />

Current liabilities 17 435 17 729 -293<br />

This item has fallen by EUR 293. Trade payables have fallen<br />

by EUR 2 111 and the other current liabilities have risen by<br />

EUR 1 969, owing to dividends still to be paid in respect of past<br />

fi nancial years.<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong> Change<br />

Non-current liabilities 27 287 20 772 6 514<br />

Non-current liabilities have risen by EUR 6 514, mainly in the<br />

form of provisions for liabilities and charges due to the positive<br />

development of the value of the underlying portfolios of the coinvestment<br />

companies (EUR 3 422) and provisions for possible<br />

litigation in respect of investment fi les (EUR 3 516). The pension<br />

provision has been adapted to the latest actuarial calculation,<br />

leading to a fall of EUR 424.


STATUTORY<br />

CONSOLIDATION<br />

1. CONSOLIDATED INCOME STATEMENT (IN EUR 000)<br />

IFRS Statutory consolidation<br />

Explanations 31/03/08 31/03/07<br />

1.1. Operating income 837 644 689 479<br />

1.1. Dividend income 11.I - 1.1 5 885 23 034<br />

1.2. Interest income 11.I - 1.2 5 691 8 101<br />

1.3. Realised gain on disposal of investments<br />

1.4. Unrealised gains on fi nancial assets at fair value<br />

11.I - 1.5 129 710 105 836<br />

through profi t & loss 11.I - 3 163 732 227 806<br />

1.5. Management fees 11.I - 1.3 4 150 5 794<br />

1.6. Turnover 11.I - 1.4 494 526 315 367<br />

1.7. Other operating income 11.I - 5 33 951 3 540<br />

2. Operating expenses (-) -643 981 -449 181<br />

2.1. Realised losses on disposal of investments<br />

2.2. Unrealised losses on fi nancial assets at fair value<br />

11.I - 2 -1 615 -3 972<br />

through profi t & loss 11.I - 3 -115 546 -92 365<br />

2.3. Impairment losses 11.I - 3 -13 541 -12 936<br />

2.4. Purchase of goods and services 12.4 -363 278 -243 642<br />

2.5. Personnel expenses 12.4 -88 266 -61 576<br />

2.6. Depreciation of intangible assets 12.4 -7 572 -5 010<br />

2.7. Depreciation of property, plant and equipment 12.4 -7 318 -5 422<br />

2.8. Other operating expenses 12.5 -46 845 -24 258<br />

3. Operating result, profi t (loss) 12.5 193 663 240 298<br />

4. Financial income 13 21 820 20 035<br />

5. Financial costs (-) 13 -21 910 -6 138<br />

6. Share of profi t (loss (-)) of associates - -<br />

7. Result before tax, profi t (loss (-)) 193 573 254 194<br />

8. Tax expenses (-) 14 -8 134 -4 813<br />

9. Net profi t (loss (-)) of the period 185 438 249 382<br />

9.1. Minority interests 17 421 8 091<br />

9.2. Attributable to shareholders of the parent 168 018 241 290<br />

EARNINGS PER SHARE (IN EUR)<br />

1. Basic earnings per share 15 7.25 10.41<br />

2. Diluted gains earnings per share * 15 7.25 10.41<br />

* On the assumption that all options / warrants that are ‘in the money’ at the end of the period will be exercised<br />

| 105


2. CONSOLIDATED BALANCE SHEET (IN EUR 000)<br />

ASSETS<br />

106 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Statutory consolidation<br />

IFRS Statutory consolidation<br />

Explanations 31/03/08 31/03/07<br />

I. NON -CURRENT ASSETS 1 119 032 955 345<br />

1. Goodwill and other intangible assets 17 308 108 169 561<br />

2. Property, plant and equipment 18 90 452 37 282<br />

3. Participation in non-consolidated subsidiaries - -<br />

4. Investments in associates - 681<br />

5. Participations in joint ventures - -<br />

6. Financial assets at fair value through profi t & loss 20 648 398 690 811<br />

7. Loans to investee companies 21 70 758 56 497<br />

8. Other fi nancial assets 943 240<br />

9. Deferred taxes 14 373 274<br />

10. Pension assets - -<br />

11. Other non-current assets - -<br />

II. CURRENT ASSETS 718 135 598 976<br />

12. Inventories 50 343 37 653<br />

13. Current income tax receivables 23 - -<br />

14. Trade and other receivables 23 116 728 59 062<br />

15. Loans to investee companies 21 4 817 46 549<br />

16. Cash and cash equivalents 24 538 337 452 535<br />

17. Other current assets 7 909 3 177<br />

TOTAL ASSETS 1 837 167 1 554 321


2. CONSOLIDATED BALANCE SHEET (IN EUR 000)<br />

LIABILITIES<br />

IFRS Statutory consolidation<br />

Explanations 31/03/08 31/03/07<br />

I. EQUITY<br />

A. Equity attributable to shareholders of the parent<br />

3 1 366 290 1 285 557<br />

company 1 315 124 1 259 562<br />

1. Issued capital 220 000 220 000<br />

2. Share premium account 1 1<br />

3. Retained earnings (losses (-)) 1 095 065 1 039 451<br />

4. Translation adjustments 58 110<br />

B. Minority interest 51 165 25 995<br />

II. LIABILITIES 470 877 268 764<br />

A. Non-current liabilities 309 913 159 654<br />

5. Pension liabilities 26 4 010 3 766<br />

6. Provisions 27 26 242 18 155<br />

7. Deferred tax liabilities 14 5 571 6 383<br />

8. Financial liabilities 28 266 665 125 232<br />

9. Other liabilities 7 425 6 118<br />

B. Current liabilities 160 965 109 110<br />

10. Financial liabilities 28 54 190 37 162<br />

11. Trade and other payables 28 83 122 53 292<br />

12. Income tax payables 6 864 5 160<br />

13. Other liabilities 16 789 13 497<br />

TOTAL EQUITY AND LIABILITIES 1 837 167 1 554 321<br />

| 107


3. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (IN EUR 000)<br />

Year <strong>2007</strong>-<strong>2008</strong><br />

108 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Statutory consolidation<br />

Explanations<br />

TOTAL 01/04/07 2<br />

1. Total profi t (loss (-)) for the year recognised directly in equity<br />

1.1. Translation differences on translating foreign operations<br />

1.2. Tax on items taken directly to or transferred from equity<br />

2. Net profi t (loss (-)) of the period 1<br />

3. Capital increase<br />

4. Repayment of capital (-)<br />

5. Changes in consolidation scope<br />

6. Dividends to shareholders 16<br />

7. Other changes<br />

Total 31/03/08 2<br />

Year 2006-<strong>2007</strong><br />

Explanations<br />

Total 01/01/06 2<br />

1. Total profi t (loss (-)) for the year recognised directly in equity<br />

1.1. Translation differences on translating foreign operations<br />

1.2. Tax on items taken directly to or transferred from equity<br />

2. Net profi t (loss (-)) of the period 1<br />

3. Capital increase<br />

4. Repayment of capital (-)<br />

5. Changes in consolidation scope<br />

6. Dividends to shareholders 16<br />

7. Other changes<br />

Total 31/03/07 2


Attributable to shareholders of the parent<br />

Issued capital Sharepremium<br />

account<br />

Uncalledcapital<br />

Retained<br />

earnings<br />

Translationdifferences<br />

Treasuryshares<br />

Total Minorityinterest<br />

Statutory<br />

consolidation<br />

220 000 1 - 1 039 451 110 - 1 259 562 25 994 1 285 557<br />

- - - - - - - - -<br />

- - - - - - - - -<br />

- - - - - - - - -<br />

- - - 168 018 - - 168 018 17 421 185 438<br />

- - - - - - - - -<br />

- - - - - - - - -<br />

- - - - - - - 8 225 8 225<br />

- - - -112 404 - - -112 404 - -112 404<br />

- - - - -52 - -52 -475 -527<br />

220 000 1 - 1 095 065 58 - 1 315 124 51 165 1 366 290<br />

Attributable to shareholders of the parent<br />

Issued capital Sharepremium<br />

account<br />

Uncalledcapital<br />

Retained<br />

earnings<br />

Translationdifferences<br />

Treasuryshares<br />

Total Minorityinterest<br />

Statutory<br />

consolidation<br />

220 000 1 - 879 937 50 - 1 099 988 14 736 1 114 724<br />

- - - - - - - - -<br />

- - - - - - - - -<br />

- - - - - - - - -<br />

- - - 241 290 - - 241 290 8 091 249 382<br />

- - - - - - - - -<br />

- - - - - - - - -<br />

- - - - - - - 3 167 3 167<br />

- - - -81 888 - - -81 888 - -81 888<br />

- - - 112 60 - 172 - 172<br />

220 000 1 - 1 039 451 110 - 1 259 562 25 994 1 285 557<br />

| 109


4. CONSOLIDATED CASH FLOW STATEMENT (IN EUR 000)<br />

110 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Statutory consolidation<br />

IFRS Statutory consolidation<br />

Explanations 31/03/08 31/03/07<br />

I. NET CASH FLOWS FROM (USED IN) OPERATING<br />

ACTIVITIES (1. en 2.) 46 066 -29 622<br />

1. Cash generated from operations (1.1. till 1.3.) 44 362 -31 169<br />

1.1. Operating result 1 193 663 240 298<br />

1.2. Adjustment for -161 592 -249 619<br />

1.2.1. Interest income (-) -5 691 -8 101<br />

1.2.2. Dividends (-) -5 885 -23 034<br />

1.2.3. Gain on disposal of investments -129 710 -105 836<br />

1.2.4. Losses on disposal of investments 1 615 3 973<br />

1.2.5. Depreciation and amortisation 4 678 10 431<br />

1.2.6. Impairment losses 13 541 12 937<br />

1.2.7. Translation differences<br />

1.2.8. Unrealised gains (losses (-)) on fi nancial<br />

-112 -<br />

assets at fair value through profi t & loss -49 246 -135 441<br />

1.2.9. Increase (decrease (-)) in provisions<br />

1.2.10. Increase (decrease (-)) pension liabilities<br />

8 087 6 106<br />

(assets) 244 -10 465<br />

1.2.11. Other adjustments 886 -190<br />

1.3. Change in working capital 12 291 -21 848<br />

1.3.1. Increase (decrease (-)) in inventories<br />

1.3.2. Increase (decrease (-)) in trade and other<br />

-3 630 -432<br />

receivables<br />

1.3.3. Increase (decrease (-)) in trade and other<br />

11 846 -8 816<br />

payables (-) 3 320 -20 922<br />

1.3.4. Other changes in working capital 754 8 322<br />

2. Income taxes paid (received) 1 704 1 548


4. CONSOLIDATED CASH FLOW STATEMENT (IN EUR 000) - CONTINUED<br />

IFRS Statutory consolidation<br />

Explanations 31/03/08 31/03/07<br />

II. NET CASH FLOWS FROM (USED IN) INVESTING<br />

ACTIVITIES (1 till 16) 152 676 -17 317<br />

1. Purchase of property, plant and equipment (-) -3 099 -3 876<br />

2. Purchase of investment property (-) -250 -<br />

3. Purchase of intangible assets (-)<br />

4. Proceeds from disposal of property, plant and<br />

-41 243 -109<br />

equipment (+) 49 67<br />

5. Proceeds from disposal of investment property (+) 19 26<br />

6. Proceeds from disposal of intangible assets (+)<br />

7. Proceeds from disposal of fi nancial assets at fair value<br />

28 2<br />

through profi t & loss (+)<br />

8. Proceeds from repayment of loans granted to investee<br />

362 368 166 543<br />

companies (+)<br />

9. Investment in fi nancial assets at fair value through<br />

16 505 28 237<br />

profi t & loss (-) -123 319 -131 421<br />

10. Loans granted to investee companies (-) -49 811 -18 182<br />

11. Net investment in other fi nancial assets<br />

12. Acquisitions of subsidiaries, associates or joint<br />

- 2<br />

ventures, net of cash acquired (-) -20 993 -90 854<br />

13. Interest received 5 691 8 101<br />

14. Dividends received 5 885 23 035<br />

15. Government grants received - -<br />

16. Other cash fl ows from investing activities 847 1 112<br />

III. NET CASH FLOWS FROM (USED IN) FINANCING<br />

ACTIVITIES (1 till 11) -112 940 12 724<br />

1. Proceeds from capital increase - 5 243<br />

2. Proceeds from borrowings 46 291 81 342<br />

3. Proceeds from fi nance leases - -<br />

4. Proceeds from the sale of treasury shares - 681<br />

5. Capital repayment - -<br />

6. Repayment of borrowings (-) -43 082 -7 845<br />

7. Repayment of fi nance lease liabilities (-) -3 001 -<br />

8. Purchase of treasury shares (-) -475 -<br />

9. Interest paid (-) -21 910 -6 138<br />

10. Dividends paid (-) -112 584 -83 303<br />

11. Other cash fl ows from fi nancing activities 21 820 22 744<br />

IV. NET INCREASE (DECREASE) IN CASH AND CASH<br />

EQUIVALENTS (I till III) 85 803 -34 215<br />

V. CASH AND CASH EQUIVALENTS AT BEGINNING OF<br />

PERIOD 24 452 535 486 750<br />

VI. EFFECT OF EXCHANGE RATE DIFFERENCES ON<br />

CASH AND CASH EQUIVALENTS - -<br />

VII. CASH AND CASH EQUIVALENTS, END OF PERIOD<br />

(IV till VI) 24 538 337 452 535<br />

| 111


5. SUMMARY OF SIGNIFICANT ACCOUNTING<br />

POLICIES<br />

5.1 Consolidation principles<br />

Scope of consolidation<br />

For certain companies, the fi gures consolidated are those of<br />

31 December <strong>2007</strong>: HVEG Investments (formerly LowLand<br />

Fashion), Operator Groep Delft, De Groot International<br />

Investments, Interbrush, Grandeco Wallfashion Group, Verlihold,<br />

Numac Investments and Terstal. Bever Zwerfsport Investments,<br />

Geveke Investments and Hebu Investments were sold in the<br />

course of the fi nancial year and are therefore no longer included<br />

in the statutory consolidation at the end of March <strong>2008</strong>. Should<br />

any important transaction or event take place between the balance<br />

sheet closing dates of the subsidiaries and that of the<br />

parent company, the necessary adjustments are made.<br />

5.2 Subsidiaries<br />

Subsidiaries are those companies in which <strong>Gimv</strong> owns directly or<br />

indirectly more than 50 percent of the voting rights or otherwise<br />

has the power, directly or indirectly, to govern the fi nancial and<br />

operational policies so as to obtain benefi ts from its activities.<br />

The fi nancial statements of subsidiaries are included in the<br />

consolidated fi nancial statements as from the date that control<br />

commences until the date control ceases. The fi nancial statements<br />

of subsidiaries are prepared using consistent accounting<br />

policies and are drawn up for the same reporting period as the<br />

parent company, with a maximum difference of three months.<br />

Whenever divergent valuation rules are applied, adjustments are<br />

made to bring them into line with the group valuation rules.<br />

All transactions between group companies are eliminated.<br />

5.3 Associates<br />

Associates are undertakings in which <strong>Gimv</strong> has signifi cant infl<br />

uence over the fi nancial and operating policies, but which it<br />

does not control. Given that <strong>Gimv</strong> is an investment company,<br />

these investments are measured at fair value, in accordance<br />

with IAS 28, para. 1, and are presented in the balance sheet as<br />

“Investments at fair value through profi t or loss”. Changes in fair<br />

value are included in profi t or loss in the period of the change.<br />

Associates held by buy-out investments that are consolidated,<br />

are accounted for under the equity method of accounting and<br />

are carried in the balance sheet at the lower of the equityaccounted<br />

amount and the recoverable amount, and the pro<br />

rata share of income (loss) of these associates is included in<br />

income.<br />

5.4 Foreign currencies<br />

Transactions in foreign currencies<br />

Transactions in foreign currencies are recorded at the rates of<br />

exchange prevailing at the dates of the individual transactions.<br />

At the end of the accounting period the monetary assets and<br />

liabilities denominated in foreign currencies are translated at<br />

the rates of exchange prevailing at the balance sheet closing<br />

date. Foreign exchange gains and losses resulting from currency<br />

transactions and from the translation of monetary assets<br />

and liabilities are recognized in the income statement. Nonmonetary<br />

items measured at fair value in a foreign currency are<br />

translated using the exchange rates at the date when the fair<br />

value is determined.<br />

112 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Statutory consolidation<br />

Foreign group companies<br />

In the consolidated accounts, all items of the income statements<br />

of foreign group companies are translated into euro at the average<br />

rates of the accounting period.<br />

The balance sheet items of foreign group companies are translated<br />

into euro at the rates of exchange prevailing at the balance<br />

sheet closing date with the exception of the components<br />

of shareholders’ equity which are translated to euro at historical<br />

rates. Differences resulting from the translation of the income<br />

statement items at the average rate and the balance sheet at<br />

the closing rate are taken directly to equity under the heading<br />

“Translation differences”. On disposal of a foreign entity, accumulated<br />

exchange differences are recognized in the income<br />

statement as a component of the gain or the loss on disposal.<br />

Goodwill and fair value adjustments arising on the acquisition of<br />

a foreign entity are treated as assets and liabilities of the acquiring<br />

company and are translated to euro at the rate of exchange<br />

prevailing at the balance sheet closing date.<br />

5.5 Financial derivatives<br />

Derivates are valued mark-to-market.<br />

5.6 Financing costs<br />

Financing costs are charged against the income statement as<br />

soon as incurred.<br />

5.7 Intangible assets<br />

Acquired intangible assets other than goodwill are recognized at<br />

cost and amortized on a straight line basis over a period of fi ve<br />

years. The amortization period and method are reviewed annually.<br />

The carrying values of intangible assets are tested for impairment<br />

whenever events or changes in circumstances indicate that the<br />

carrying value may not be recoverable.<br />

5.8 Goodwill<br />

Goodwill represents the excess of the cost of an acquisition over<br />

the fair value of the company’s share in the identifi able assets,<br />

liabilities and contingent liabilities of the subsidiary. Goodwill is<br />

not amortized but is tested for impairment annually, or more<br />

frequently if events or changes in circumstances indicate that it<br />

might be impaired, in accordance with IAS 36.<br />

Whenever the company’s share in the net fair value of the acquiree’s<br />

identifi able assets, liabilities and contingent liabilities<br />

exceeds the cost of the business combination, the excess is<br />

recognized immediately in profi t or loss.<br />

Goodwill is expressed in the currency of the subsidiary to which<br />

it relates.


5.9 Property, plant and equipment<br />

Property, plant and equipment are stated in the balance sheet at<br />

cost less accumulated depreciation and impairment losses.<br />

Depreciation is provided over the estimated useful lives of the<br />

assets using the straight line method.<br />

Estimated useful lives are<br />

- buildings 20-30 years<br />

- installations 10 years<br />

- production machinery 5 years<br />

- measuring equipment 4 years<br />

- tools and models 3 years<br />

- furniture 10 years<br />

- offi ce equipment 5 years<br />

- computers 3 years<br />

- vehicles 5 years<br />

- leasehold improvements the remaining term<br />

of the lease contract<br />

- demo material 1 to 3 years<br />

Depreciation is calculated from the date the asset is available<br />

for use.<br />

5.10 Impairment of fi xed assets<br />

At each closing date, the Group assesses whether there is any<br />

indication that an asset may be impaired. Where such indications<br />

of impairment exist, the Group makes a formal estimate of<br />

recoverable amount. Where the carrying amount of an asset exceeds<br />

its recoverable amount the asset is considered impaired<br />

and is written down to its recoverable amount.<br />

The recoverable value of an asset is the greater of either the fair<br />

value less costs to sell or the value in use. In determining value<br />

in use, the estimated future cash fl ows are discounted to their<br />

present value using a pre-tax discount rate that refl ects current<br />

money market yields and the risks specifi c to the asset. For an<br />

asset that does not generate largely independent cash infl ows,<br />

the recoverable amount is determined for the cash-generating<br />

unit to which the asset belongs.<br />

Impairment losses are recognized in the income statement.<br />

5.11 Financial assets at fair value through profi t or loss<br />

<strong>Gimv</strong> follows the International Private Equity and Venture Capital<br />

Valuation Guidelines as explained below.<br />

Investments at fair value through profi t or loss are equity instruments<br />

that belong to the investment portfolio of the group,<br />

including investments in associated companies. They are initially<br />

recognized at cost being the fair value of the consideration<br />

given.<br />

After initial recognition, these investments are measured at<br />

fair value, with unrealized gains and losses recognized in the<br />

income statement. Realized gains and losses on investments<br />

are calculated as the difference between the selling price and<br />

the carrying amount of the investment at the date of disposal.<br />

All regular way purchases and sales of fi nancial assets are recognised<br />

on the trade date. Regular way purchases or sales are<br />

purchases or sales of fi nancial assets that require delivery of<br />

assets within the time frame generally established by regulation<br />

or convention in the marketplace.<br />

Determination of fair value<br />

a. General<br />

- Movements in exchange rates that may impact the value of<br />

the investments are taken into account.<br />

- Where the reporting currency is different from the currency<br />

in which the investment is denominated, the translation into<br />

the reporting currency is done using the exchange rate at<br />

reporting date.<br />

- The fair value is based on the assumption that options and<br />

warrants will be exercised whenever the fair value is in excess<br />

of the exercise price. In the case of options and warrants<br />

of listed companies, the time value of money is taken into<br />

account wherever possible.<br />

- Other rights such as conversion options and ratchets, which<br />

may impact the fair value, are reviewed on a regular basis to<br />

assess whether these are likely to be exercised and the extent<br />

of any impact on the value of the investment.<br />

- Differential allocation of proceeds, such as liquidation preferences,<br />

may have an impact on the valuation. If these exist,<br />

they are reviewed to assess whether they give a benefi t to the<br />

<strong>Gimv</strong> group or to a third party.<br />

- Loans granted awaiting a coming fi nancing round are, in<br />

the case of an initial investment (bridge loans), measured at<br />

cost.<br />

- If the bridge fi nance is provided to an existing investment in<br />

anticipation of a follow-on investment, the bridge fi nance is<br />

included together with the original investment and valued as<br />

a package.<br />

- Warrants attached to mezzanine loans are considered separately<br />

from the loan. In the event that the mezzanine loan is<br />

one of a number of instruments held by the <strong>Gimv</strong> group in<br />

the underlying business, then the mezzanine loan and any<br />

attached warrants are included as a part of the overall investment<br />

package being valued.<br />

b. Listed companies<br />

For investments that are actively traded in organized fi nancial<br />

markets, fair value is determined by reference to the stock exchange<br />

quoted market bid prices at the close of business on<br />

the balance sheet closing date. The valuation takes into account<br />

any limitations on the negotiability of the share.<br />

c. Instruments for which no quoted market price exists<br />

In accordance with IAS 39, fair value is determined as the<br />

amount for which an asset could be exchanged between knowledgeable,<br />

willing parties in an arm’s length transaction. In the<br />

absence of an active market for a fi nancial instrument, the <strong>Gimv</strong><br />

group uses valuation models. <strong>Gimv</strong> follows the International<br />

Private Equity and Venture Capital Valuation Guidelines. The<br />

valuation methodologies are applied consistently from period to<br />

period, except where a change would result in a better estimate<br />

of fair value.<br />

Valuation methodologies<br />

- Price of recent investment<br />

This method is applied<br />

- where the investment being valued was itself made recently:<br />

its cost generally will provide a good indication of fair value, if<br />

the purchase price was representative of the fair value at the<br />

time;<br />

- in the event of a recent investment in the company.<br />

| 113


Where there has been any recent investment in the company<br />

in question, the price of that investment will provide a basis for<br />

the valuation. However, in the case of an internal round that<br />

involves only existing investors in the same proportion to their<br />

existing investments, the round is unlikely to be an appropriate<br />

basis for a change in valuation. Nevertheless a fi nancing with<br />

investors at a lower price than the valuation at the previous<br />

reporting date may indicate a decrease in value and is taken<br />

into consideration.<br />

The objectives of investors in making an internal down round<br />

may vary. Although a down round evidences that the company<br />

was unable to raise funds from investors at a higher valuation,<br />

the purpose of such a round may be, among others, the dilution<br />

of the founders or of investors not participating in the fi nancing<br />

round.<br />

Similarly when a fi nancing is done at a higher valuation (internal<br />

up round), in the absence of new investors or other signifi cant<br />

factors which indicate that value has been enhanced, the transaction<br />

alone is unlikely to be a reliable indicator of fair value.<br />

In applying the Price of Recent Investment methodology, <strong>Gimv</strong><br />

uses the cost of the investment itself or the price at which a<br />

signifi cant amount of new investment into the company was<br />

made to estimate the fair value of the investment, but only for a<br />

limited period of no more than one year following the date of the<br />

relevant transaction. During the limited period following the date<br />

of the relevant transaction, <strong>Gimv</strong> assesses whether changes or<br />

events subsequent to the relevant transaction would imply a<br />

change in the investment’s fair value.<br />

- Earnings Multiple<br />

The method is applied to investments in an established business<br />

with an identifi able stream of continuing earnings that can<br />

be considered to be maintainable.<br />

(i) In using the earnings multiple method in order to determine<br />

the fair value of an investment, a multiple is applied that is<br />

appropriate and reasonable (given the risk profi le and earnings<br />

growth prospects of the company) to the maintainable<br />

earnings of the company; if the company and/or the market<br />

in which the company operates is smaller than the reference<br />

company, a discount will be applied to the enterprise value;<br />

(ii) the factor defi ned in (i) is adjusted for any surplus assets<br />

or excess liabilities and other relevant factors, to derive an<br />

enterprise value for the company;<br />

(iii) from this enterprise value are deducted all amounts relating<br />

to fi nancial instruments ranking ahead of the highest<br />

ranking instrument of the Group in a liquidation and taking<br />

into account the effect of any instrument that may dilute<br />

the Group’s investment in order to derive the gross equity<br />

value;<br />

(iv) an appropriate marketability discount is applied to the gross<br />

equity value derived in (iii) to give the net equity value;<br />

and<br />

(v) the net equity value is appropriately apportioned between<br />

the relevant fi nancial instruments.<br />

The market-based multiples chosen as reference are derived<br />

from the market valuation of quoted companies that are similar,<br />

in terms of risk attributes and earnings growth prospects, to the<br />

company being valued. Recent transactions involving the sale of<br />

114 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Statutory consolidation<br />

similar companies may also be used as a basis for determining<br />

an appropriate multiple.<br />

Depending on the circumstances the multiple will be determined<br />

by reference to one or more comparable companies<br />

or the earnings multiple of a quoted stock market sector or<br />

sub-sector.<br />

The data used are based on the most recent available information<br />

<strong>Gimv</strong> can rely on (historical, current or forecast), and are<br />

adjusted for exceptional or non-recurring items, the impact of<br />

discontinued operations and acquisitions and forecasted downturns<br />

in profi ts.<br />

The following methods are in use at <strong>Gimv</strong>:<br />

- comparable price/earnings, price/cash fl ow, enterprise value/<br />

earnings before interest (and tax and depreciation) and enterprise<br />

value/sales multiples<br />

- reference to relevant and applicable sub-sector average<br />

multiples<br />

- actual entry multiples paid for an investment.<br />

An appropriate marketability discount is determined, not from the<br />

perspective of the current holder of the investment but from the<br />

perspective of market participants in an investment. A discount<br />

in the range of 10 percent to 35 percent (in steps of 5 percent)<br />

is used depending upon the particular circumstances.<br />

- Investments in funds not managed by the <strong>Gimv</strong> group<br />

For investments in funds not managed by the <strong>Gimv</strong> group, the<br />

fair value of the investment is derived from the value of the net<br />

assets of the fund.<br />

- Discounted cash fl ows or earnings<br />

This methodology involves determining the value by calculating<br />

the present value of the expected future cash fl ows of the<br />

underlying business.<br />

Given the high degree of subjectivity of the inputs, DCF is only<br />

used as a cross-check of values determined using market-based<br />

methodologies.<br />

Specifi c considerations<br />

- Indicative offers<br />

Indicative offers are not used in isolation but need to be corroborated<br />

by one of the valuation methodologies.<br />

- Enterprises without signifi cant profi ts or signifi cant positive<br />

cash fl ows:<br />

For these starting enterprises, there are usually no current<br />

and no short-term future earnings or positive cash-fl ows. It<br />

is diffi cult to gauge the probability and fi nancial impact of the<br />

success or failure of development or research activities and<br />

to make reliable cash fl ow forecasts. Consequently the most<br />

appropriate approach to determine fair value is a methodology<br />

that is based on market data, that being the price of a recent<br />

investment. The length of time for which this methodology will<br />

remain appropriate for a particular investment will depend on<br />

the specifi c circumstances, but will in general not be longer than<br />

one year. After the appropriate limited period, the group considers<br />

whether either the circumstances of the investment have<br />

changed, such that one of the other methodologies would be


more appropriate or whether there is any evidence of deterioration<br />

in value. As part of this consideration industry benchmarks<br />

may provide appropriate support.<br />

5.12 Criteria for the writing out of fi nancial assets and<br />

liabilities<br />

Financial assets and liabilities are written out of the books<br />

whenever the <strong>Gimv</strong> group no longer manages the contractual<br />

rights attached to the fi nancial assets and liabilities. It does this<br />

whenever the fi nancial assets are sold or whenever the cash<br />

fl ows attributable to these assets and liabilities are transferred<br />

to an independent third party.<br />

5.13 Regular purchases and sales of fi nancial assets<br />

Regular purchases and sales of fi nancial assets are recorded<br />

at amortized cost.<br />

5.14 Leasing<br />

Finance leases<br />

Finance leases, which effectively transfer to the Group substantially<br />

all risks and benefi ts incidental to ownership of the<br />

leased item, are capitalized at the inception of the lease at the<br />

fair value of the leased item or, if lower, at the present value of<br />

the minimum lease payments. Lease payments are apportioned<br />

between the fi nance charges and reduction of the lease liability<br />

so as to achieve a constant rate of interest on the remaining<br />

balance of the liability throughout the life of the lease. Finance<br />

charges are charged directly against income.<br />

Operating leases<br />

Leases where the leaser retains substantially all the risks and<br />

benefi ts of ownership of the asset are classifi ed as operating<br />

leases. Rental payments under operating leases are charged<br />

to the income statement on a straight-line basis over the lease<br />

term.<br />

5.15 Inventories<br />

Inventories are valued at the lower of cost and net recoverable<br />

value. Cost is determined on a fi rst-in fi rst-out (FIFO) basis or<br />

by the ‘weighted average’ method. Net recoverable value is the<br />

estimated selling price in the ordinary course of business, less<br />

the cost of completion and the estimated costs necessary to<br />

make the sale. For inventories in process, cost means full cost<br />

including all direct and indirect production costs required to<br />

bring the inventory items to the stage of completion at the balance<br />

sheet closing date.<br />

5.16 Other non-current and current assets<br />

Other non-current and current assets are measured at amortized<br />

cost.<br />

5.17 Income tax<br />

Current taxes are based on the results of the group companies<br />

and are calculated according to the local tax rules.<br />

Deferred income tax is provided, based on the liability method,<br />

on all temporary differences between the tax basis of assets<br />

and liabilities and their carrying amounts for fi nancial reporting<br />

purposes.<br />

Deferred tax liabilities are recognized on all taxable temporary<br />

differences:<br />

- except where the deferred income tax liability arises from the<br />

initial recognition of goodwill or the initial recognition of an<br />

asset or liability in a transaction that is not a business combination<br />

and, at the time of the transaction, affects neither the<br />

accounting profi t or taxable profi t or loss; and<br />

- in respect of taxable temporary differences associated with<br />

investments in subsidiaries, associates and interests in joint<br />

ventures, except where the timing of the reversal of the temporary<br />

difference can be controlled and it is probable that<br />

the temporary difference will not reverse in the foreseeable<br />

future.<br />

Deferred income tax assets are recognized for deductible temporary<br />

differences and carry-forward of unused tax credits and<br />

tax losses, to the extent that it is probable that taxable profi t<br />

will be available in the foreseeable future against which the<br />

deductible temporary differences and carry forward of unused<br />

tax credits and unused tax losses can be utilized.<br />

The carrying amount of deferred income tax assets is reviewed<br />

at each balance sheet closing date and reduced to the extent<br />

that it is no longer probable that suffi cient taxable profi t will be<br />

available to allow all or part of the deferred income tax to be<br />

utilized. Deferred income tax assets and liabilities are measured<br />

at the tax rates that are expected to apply to the period when<br />

the asset is realized or the liability is settled, based on tax rates<br />

and tax laws that have been enacted or substantially enacted<br />

at the balance sheet closing date.<br />

5.18 Cash and cash equivalents<br />

Cash and cash equivalents include cash on hand, cash with<br />

banks and short-term deposits. They are carried at nominal<br />

value in the fi nancial statements.<br />

5.19 Treasury shares<br />

Consideration paid or received for the acquisition or sale of the<br />

company’s own equity instruments is recognised directly in equity<br />

attributable to the company’s shareholders. No gain or loss<br />

is recognized in profi t or loss on the purchase, sale, issue, or<br />

cancellation of treasury shares, but is taken directly into equity.<br />

Any directly attributable incremental costs (net of taxes) are<br />

also deducted from equity attributable to the shareholders of<br />

the parent company.<br />

Own shares are classifi ed as treasury shares and presented as<br />

a deduction from the total equity.<br />

5.20 Minority interests<br />

Minority interests is that part of the net results and of net assets<br />

of a subsidiary attributable to interests which are not owned,<br />

directly or indirectly through subsidiaries, by the <strong>Gimv</strong> group.<br />

5.21 Provisions<br />

Provisions are recognized when the Group has a present legal<br />

or constructive obligation as a result of past events, it is probable<br />

that an outfl ow of resources will be required to settle the<br />

obligations and a reliable estimate of the amounts can be made.<br />

Where the group expects an amount which has been provided<br />

for to be reimbursed, the reimbursement is recognized as an<br />

asset only when the reimbursement is virtually certain.<br />

| 115


5.22 Revenue recognition<br />

Revenue is recognized whenever it is probable that the economic<br />

benefi ts will fl ow to the <strong>Gimv</strong> group and the revenue can<br />

be reliably measured.<br />

With respect to sale of goods, revenue is recognized at the<br />

time that the signifi cant risks and rewards of ownership of the<br />

goods have passed to the buyer. Sales are recognized when<br />

persuasive evidence of an agreement can be presented, delivery<br />

has occurred, the remuneration is fi xed and determinable, and<br />

collectibility is probable.<br />

For work in progress the percentage of completion method is<br />

used, where the outcome of the contract can be assessed with<br />

reasonable certainty.<br />

For the rendering of services, revenue is recognized by reference<br />

to the stage of completion. In the case of government<br />

grants, revenue is recognized as income pari passu with the<br />

depreciation of the underlying fi xed assets.<br />

5.23 Employee benefi ts<br />

Post employment benefi ts comprise pensions, life insurance<br />

and medical care.<br />

Retirement benefi ts under defi ned contribution and defi ned<br />

benefi t plans are provided through separate funds or insurance<br />

plans.<br />

- defi ned contribution plans:<br />

Contributions to defi ned contribution pension plans are recognized<br />

as an expense in the income statement as incurred.<br />

- defi ned benefi t plans:<br />

For defi ned benefi t plans, the amount recognized in the<br />

balance sheet is determined as the present value of the defi<br />

ned benefi t obligation less any past service costs not yet<br />

recognized and the fair value of any plan assets. Where the<br />

calculation results in a net surplus the recognized asset is<br />

limited to the total of all cumulative unrecognized past service<br />

costs and the present value of any refunds from or reductions<br />

in future contributions to the plan.<br />

The recognition of actuarial gains and losses is determined<br />

separately for each defi ned benefi t plan. Actuarial gains and<br />

losses are fully recognized in the income statement in the period<br />

in which they are established.<br />

116 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Statutory consolidation<br />

5.24 Share-based payment transactions<br />

As part of the remuneration system and in order to involve employees<br />

more closely in the respective investment portfolios,<br />

options and/or shares are offered to members of staff in the<br />

co-investment companies which have been set up on a business<br />

unit basis. The cost of the options/shares allocated in this<br />

way is calculated based on the fair value of the share options<br />

at the date of allocation. Together with an identical increase in<br />

equity, this amount is taken into the income statement over the<br />

vesting period, ending on the date on which the employees in<br />

question are fully entitled to the allocation.<br />

5.25 Financial liabilities<br />

Interest-bearing loans and borrowings are initially valued at cost<br />

less transaction-related costs. After initial recognition, interestbearing<br />

loans and borrowings are subsequently measured at<br />

amortized cost using the effective interest method. In calculating<br />

the amortized cost, account is taken of any issue costs, and<br />

any redemption discount or premium.<br />

5.26 Dividends<br />

Dividends proposed by the Board of Directors are not recorded<br />

in the fi nancial statements until they have been approved by the<br />

shareholders at the annual General Meeting.<br />

5.27 Earnings per share<br />

The Group calculates both basic and diluted earnings per share<br />

in accordance with IAS 33. Basic earnings per share is computed<br />

using the weighted average number of shares outstanding<br />

during the period. Diluted earnings per share is computed using<br />

the average number of shares outstanding during the period<br />

plus the dilutive effect of warrants and stock options outstanding<br />

during the period.


6. IMPACT OF NEW OR AMENDED STANDARDS<br />

APPLICABLE AFTER 31 MARCH <strong>2008</strong><br />

The group has chosen not to apply prematurely the standards<br />

and interpretations that are applicable after 31 March <strong>2008</strong>.<br />

These new or revised standards include:<br />

IFRS 8 Operating Segments<br />

IAS 1 Presentation of Financial Statements – Revised<br />

IAS 23 Borrowing costs – Revised<br />

The <strong>Gimv</strong> group does not expect these amendments to have a<br />

material impact on the annual accounts when applied for the<br />

fi rst time.<br />

7. SIGNIFICANT JUDGEMENTS AND ESTIMATES<br />

In putting together the balance sheet and income statement,<br />

estimates or assumptions are often made that infl uence the<br />

assets or liabilities reported at balance sheet closing date and<br />

the income and charges for the reporting period.<br />

Although such estimates are made in a rational fashion, based<br />

on management’s knowledge of the business, it is possible that<br />

actual fi gures will differ from the estimated fi gures. The largest<br />

risk of material adaptations relates to the estimates made in<br />

determining the fair value of the fi nancial assets and loans to<br />

companies in the investment portfolio (done in accordance with<br />

the valuation rules described under item 5.11).<br />

| 117


8. SUBSIDIARIES<br />

Information on subsidiaries (31/03/08)<br />

Name of the subsidiary City, country Company<br />

number<br />

118 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Statutory consolidation<br />

% voting<br />

right<br />

Change to<br />

previous<br />

year<br />

Reason why ><br />

50% does not<br />

lead to<br />

consolidation<br />

1. Limited consolidation<br />

Accessories International Menen, Belgium 0475.344.639 50.00% 0.00% Materiality<br />

Acertys Aartselaar, Belgium 0413.534.556 50.10% 50.10% Materiality<br />

Advies- en beheer Mij Fincon BV Den Haag, The Netherlands 100.00% 0.00%<br />

Adviesbeheer <strong>Gimv</strong> CI Antwerpen, Belgium 0476.170.723 33.61% -25.52%<br />

Adviesbeheer <strong>Gimv</strong> CI 2004 Antwerpen, Belgium 0863.249.322 97.74% -0.31%<br />

Adviesbeheer <strong>Gimv</strong> CI <strong>2007</strong> Antwerpen, Belgium 0887.141.115 99.23% -0.77%<br />

Adviesbeheer <strong>Gimv</strong> DS Antwerpen, Belgium 0476.173.790 26.47% -26.16%<br />

Adviesbeheer <strong>Gimv</strong> DS 2004 Antwerpen, Belgium 0863.250.114 90.97% -1.24%<br />

Adviesbeheer <strong>Gimv</strong> DS <strong>2007</strong> Antwerpen, Belgium 0887.077.371 97.26% -2.74%<br />

Adviesbeheer <strong>Gimv</strong> ICT Antwerpen, Belgium 0476.172.307 34.77% -24.63%<br />

Adviesbeheer <strong>Gimv</strong> ICT 2004 Antwerpen, Belgium 0863.241.107 90.43% -0.31%<br />

Adviesbeheer <strong>Gimv</strong> ICT <strong>2007</strong> Antwerpen, Belgium 0887.142.303 99.23% -0.77%<br />

Adviesbeheer <strong>Gimv</strong> LS Antwerpen, Belgium 0476.170.921 53.97% -6.52%<br />

Adviesbeheer <strong>Gimv</strong> LS 2004 Antwerpen, Belgium 0863.241.897 97.74% -0.31%<br />

Adviesbeheer <strong>Gimv</strong> LS <strong>2007</strong> Antwerpen, Belgium 0887.140.224 99.23% -0.77%<br />

Adviesbeheer <strong>Gimv</strong> CI Projects <strong>2007</strong> Antwerpen, Belgium 0887.141.115 79.62% 79.62%<br />

Adviesbeheer <strong>Gimv</strong> CT <strong>2007</strong> Antwerpen, Belgium 0893.833.224 79.62% 79.62%<br />

Eagle Venture Partners BV Vlaardingen, The Netherlands 68.50% 0.00% Materiality<br />

Eagle Venture Partners Limited Guernsey, GB 73.30% 0.00% Materiality<br />

Finimmo Antwerpen, Belgium 0436.044.197 50.00% 0.00% Fiduciary control<br />

Fortress Warehousing Tilbury, GB 53.84% 53.84% Materiality<br />

Gimfi n NV Antwerpen, Belgium 0422.112.920 100.00% 0.00%<br />

Gimo-Hold Noorderlaan Antwerpen, Belgium 0449.794.740 100.00% 0.00% Materiality<br />

<strong>Gimv</strong> Arkiv Antwerpen, Belgium 0878.764.174 50.17% 0.00%<br />

<strong>Gimv</strong> Coordination Center NV Antwerpen, Belgium 0438.266.190 100.00% 0.00%<br />

<strong>Gimv</strong> Czech Ventures BV Vlaardingen, The Netherlands 73.17% 0.00% Materiality<br />

<strong>Gimv</strong> Frankrijk Paris, France 100.00% 100.00%<br />

Halder Bet. Beratung GmbH Frankfurt, Germany 99.00% 0.00%<br />

Halder Holdings BV Den Haag, The Netherlands 100.00% 0.00%<br />

Halder Invest BV Den Haag, The Netherlands 100.00% 0.00%<br />

Halder Investments IV BV Den Haag, The Netherlands 100.00% 0.00%<br />

Halder Management BV Den Haag, The Netherlands 100.00% 0.00%<br />

Halder V BV Den Haag, The Netherlands 100.00% 0.00%<br />

Halder-GIMV Germany Management BV Den Haag, The Netherlands 100.00% 0.00%<br />

Halder-GIMV Investeringen 2004 BV Den Haag, The Netherlands 89.00% 0.00%<br />

Halder-GIMV Investeringen <strong>2007</strong> BV Den Haag, The Netherlands 100.00% 100.00%<br />

Impression International Antwerpen, Belgium 0895.599.119 85.00% 0.00% Materiality<br />

Inframan Brussel, Belgium 0891.786.920 50.00% 50.00% Fiduciary control<br />

L'Enfant Terrible Antwerpen, Belgium 0473.475.707 100.00% 0.00% Materiality<br />

L&C St.Denijs Westrem, Belgium 0463.196.279 62.20% -1.15% Materiality<br />

OBP Adjunct II Boston, USA 99.00% 0.00% Materiality<br />

OBP Adjunct III Boston, USA 99.00% 0.00% Materiality<br />

Participatie Mij Damrak BV Den Haag, The Netherlands 100.00% 0.00%<br />

Prolyte Investments BV* Leek, The Netherlands 51.25% 51.25% Materiality<br />

Rollinvest Kontich, Belgium 0422.578.520 90.00% 90.00% Materiality<br />

Ronin Antwerpen, Belgium 0865.712.231 62.75% 0.00% Materiality<br />

Sfi nc Brakel, Belgium 0870.576.384 50.00% 0.00% Fiduciary control<br />

VIM NV Antwerpen, Belgium 0421.600.008 100.00% 0.00%<br />

Westerlund Group Kallo, Belgium 0423.177.544 53.70% 53.70% Materiality


8. SUBSIDIARIES - CONTINUED<br />

Information on subsidiaries (31/03/08)<br />

Name of the subsidiary City, country Company<br />

number<br />

% voting<br />

right<br />

Change to<br />

previous<br />

year<br />

2. Statutory consolidation<br />

Bever Zwerfsport Investments BV* Zoutermeer, The Netherlands 0.00% -84.80% Sold<br />

De Groot International Investments BV* Hedel, The Netherlands 54.27% 0.00%<br />

Geveke Investments BV* Amsterdam, The Netherlands 0.00% -79.74% Sold<br />

Grandeco Tielt, Belgium 0889.387.654 86.00% 86.00%<br />

Hebu Investments BV*<br />

HVEG Investments BV*<br />

(ex LowLand Fashion)<br />

Krimpen aan de Ijssel, The<br />

Netherlands 0.00% -75.13% Sold<br />

Veenendaal, The<br />

Netherlands 50.50% -3.82%<br />

Reason why ><br />

50% does not<br />

lead to<br />

consolidation<br />

Interbrush Izegem, Belgium 0875.486.861 85.00% 0.00%<br />

Numac Investments BV* Venray, The Netherlands 64.74% 64.74%<br />

OGD Investments BV* Delft, The Netherlands 67.39% 0.00%<br />

TerStal Investments BV* Almelo, The Netherlands 30.70% 30.70% Fiduciary control<br />

Verlihold Antwerpen, Belgium 0893.429.881 80.00% 80.00%<br />

* and the subsidiaries that we consolidate<br />

WORK FORCE<br />

Employees Workers Total<br />

Work force <strong>2007</strong>-<strong>2008</strong> 2 857 754 3 611<br />

Work force 2006-<strong>2007</strong> 1 107 386 1 493<br />

The results of a small number of subsidiaries are not included,<br />

by way of application of the materiality principle, or given the<br />

fi duciary nature of the control.<br />

In the case of a number of subsidiaries which are consolidated,<br />

the signifi cant fall in voting rights is due to the partial exercise<br />

of options by employees.<br />

9. ACQUISITION OF SUBSIDIARIES (IN EUR 000)<br />

In April <strong>2007</strong> gimv acquired an 86 percent shareholding in<br />

Grandeco Wallfashion Group NV. As one of Europe’s largest<br />

producers of wall coverings, Grandeco produces in particular<br />

high quality vinyl wallpaper both under its own brands and for<br />

private label. The company has production facilities in Belgium<br />

and France and a distribution centre in the United Kingdom.<br />

In November <strong>2007</strong> <strong>Gimv</strong> acquired an 80 percent shareholding<br />

in Verlihold NV. This company has grown into the largest<br />

chicken processor on the Belgian market. The group consists of<br />

a slaughterhouse, a cutting plant, a packaging plant, a slaughter<br />

waste processor and a proprietary cold transportation fl eet.<br />

The company is unique in integrating slaughtering, preparation,<br />

packaging as well as processing of the slaughter waste on a<br />

single site.<br />

Through its Halder subsidiary the <strong>Gimv</strong> group acquired in<br />

December <strong>2007</strong> a 65 percent interest in Numac Investments<br />

BV. The Numac Group is one of the largest independent technical<br />

service providers in the Netherlands, focusing on engineering,<br />

maintenance, consulting and automation of industrial<br />

installations and machinery.<br />

Finally, a 31 percent interest was taken, via Halder, in TerStal<br />

Investments BV. This company is included in the consolidation<br />

as the group exercises legal control. TerStal offers fashionable,<br />

affordable private label clothing for the whole family. With 152<br />

stores, mainly in eastern, central and northern Netherlands,<br />

the TerStal Group is one of the larger fashion chains in the<br />

Netherlands. TerStal largely develops its own collections, which<br />

is produced directly by manufacturers in the Far East.<br />

The goodwill from these subsidiaries amounted to EUR 129 539<br />

at 31 March <strong>2008</strong> (EUR 121 205 at 31 March <strong>2007</strong>). These<br />

acquisitions contributed –EUR 915 to the result. Owing to the<br />

contractual arrangements and for reasons of confi dentiality, the<br />

<strong>Gimv</strong> group is unable to release data on the purchase prices<br />

or cash impact. We give below an overview of the net assets<br />

acquired through these acquisitions:<br />

| 119


9. ACQUISITIONS OF SUBSIDIARIES (IN EUR 000) - CONTINUED<br />

Assets<br />

NON-CURRENT ASSETS<br />

120 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Statutory consolidation<br />

31/03/08 31/03/07<br />

Goodwill and other intangible assets 129 539 121 417<br />

Property, plant and equipment 53 806 21 278<br />

Other fi nancial assets 431 5 318<br />

Deferred tax assets 191 70<br />

Trade and other receivables - -<br />

Other non-current assets - -<br />

CURRENT ASSETS<br />

Inventories 31 383 24 195<br />

Trade and other receivables 51 353 34 381<br />

Income tax receivables 1 040 -<br />

Cash and cash equivalents 11 901 2 960<br />

Other current assets 951 99<br />

Total assets 280 594 209 717<br />

Liabilities<br />

31/03/08 31/03/07<br />

NON-CURRENT LIABILITIES<br />

Provisions 1 580 163<br />

Post-employment benefi t obligations 905 259<br />

Deferred tax liabilities 395 4 812<br />

Financial liabilities 173 366 61 840<br />

Trade and other payables - -<br />

Other non-current liablities - -<br />

CURRENT LIABILITIES<br />

Financial liabilities 26 635 21 708<br />

Trade and other payables 41 655 7 603<br />

Interest-bearing loans and borrowings - 2 400<br />

Income tax payables 2 088 5 306<br />

Provisions - 155<br />

Other current liabilities 7 236 4 004<br />

Total liabilities 253 861 108 250<br />

10. SALES OF SUBSIDIARIES (IN EUR 000)<br />

In September <strong>2007</strong> the 85 percent interest in Bever Zwerfsport<br />

was sold, followed on 12 December <strong>2007</strong> by the 80 percent interest<br />

in Geveke Investments BV and on 16 January <strong>2008</strong> by the<br />

75 percent interest in Hebu Investments BV. These companies<br />

were deconsolidated in March <strong>2008</strong>. The net assets at the time<br />

of deconsolidation are given below. The capital gain amounted<br />

to EUR 44 314. Owing to the contractual arrangements and for<br />

reasons of confi dentiality, the <strong>Gimv</strong> group is unable to release<br />

data on the sales prices or cash impact.


Assets<br />

NON-CURRENT ASSETS<br />

31/03/08 31/03/07<br />

Goodwill and other intangible assets 27 672 11 385<br />

Property, plant and equipment 3 175 28 791<br />

Other fi nancial assets 572 206<br />

Deferred tax assets 70 5 435<br />

Trade and other receivables - -<br />

Other non-current assets - 26<br />

CURRENT ASSETS<br />

Inventories 26 713 19 558<br />

Trade and other receivables 20 998 23 537<br />

Income tax receivables - -<br />

Cash and cash equivalents 1 763 380<br />

Other current assets - -<br />

Total assets 80 963 89 317<br />

Liabilities<br />

NON-CURRENT LIABILITIES<br />

31/03/08 31/03/07<br />

Provisions 748 -<br />

Post-employment benefi t obligations 374 12 436<br />

Deferred tax liabilities 664 7 800<br />

Financial liabilities 23 957 30 778<br />

Trade and other payables - -<br />

Other non-current liabilities - 5 829<br />

CURRENT LIABILITIES<br />

Financial liabilities 11 963 7 540<br />

Trade and other payables 11 749 16 584<br />

Interest-bearing loans and borrowings - -<br />

Income tax payables 2 846 -<br />

Provisions - -<br />

Other current liabilities 11 067 -<br />

Total liabilities 63 368 80 967<br />

Net available assets 17 594 8 351<br />

11. SEGMENT INFORMATION (IN EUR 000)<br />

<strong>Gimv</strong> applies in the fi rst instance an activities-based segmentation,<br />

in line with its internal management reporting. The segments<br />

correspond to the various activities as indicated below.<br />

Within the Corporate Investment segment (buy-outs), <strong>Gimv</strong> has<br />

four business units in Belgium, the Netherlands, Germany and<br />

France. The ICT, Life Sciences and Cleantech business units<br />

together form the Venture Capital segment. Through the DG<br />

Infra+ fund <strong>Gimv</strong> invests also in infrastructure and real estate<br />

projects.<br />

In the statutory consolidation <strong>Gimv</strong> is required to fully consolidate<br />

a number of subsidiaries in which the group holds majority<br />

interests: De Groot Investments BV, Interbrush NV, Grandeco<br />

Wallfashion Group NV, Verlihold NV, HVEG Investments BV<br />

(formerly LowLand Fashion), Operator Group Delft BV, Numac<br />

Investments BV and TerStal Investments BV. These activities<br />

have been placed together in the Buy-outs segment. <strong>Gimv</strong><br />

group wishes to clearly state that the risk attached to these<br />

buy-outs is limited to the amount of the group’s investment in<br />

the company in question.<br />

The second segmentation is undertaken on a geographic basis.<br />

Each investment has a specifi c nationality, depending on the<br />

region invested in.<br />

The Corporate Investment segment concentrates on providing<br />

growth capital and on fi nancing management buy-out/buy-in fi -<br />

nancings (MBO/MBI). The Venture Capital segment focuses on<br />

investments in the ICT, biotechnology and cleantech sectors.<br />

| 121


11. SEGMENT INFORMATION (IN EUR 000)<br />

I. Segmentation according to the activities<br />

Year <strong>2007</strong>-<strong>2008</strong> Corporate Investment Venture Capital<br />

1. Revenue 125 734 29 962<br />

1.1. Dividend income 5 885 -<br />

1.2. Interest income 4 175 1 516<br />

1.3. Management fees 4 150<br />

1.4. Turnover 7 455 2 805<br />

1.5. Realised gains on disposal of investments 104 069 25 641<br />

2. Realised losses on disposal of investments<br />

3. Unrealised gains (losses) on fi nancial assets at fair value<br />

-199 -1 416<br />

through profi t & loss 60 296 -23 004<br />

4. Segment result 173 041 -2 339<br />

5. Unallocated expenses and profi ts - -<br />

6. Operating result 173 041 -2 339<br />

7. Net fi nance costs (+/-) - -<br />

8. Result before tax - -<br />

9. Tax expenses - -<br />

10. Net result<br />

11. Assets & liabilities<br />

- -<br />

11.1. Segment assets 535 549 321 769<br />

11.2. Segment liabilities<br />

12. Other segment information<br />

- -<br />

12.1. Capital expenditure 78 753 91 689<br />

12.1.1. Financial assets at fair value through profi t & loss 51 633 68 998<br />

12.1.2. Loans to investee companies 27 120 22 690<br />

12.2. Impairment losses -10 273 -1 753<br />

II. Geographical information<br />

Year <strong>2007</strong>-<strong>2008</strong> Belgium The Netherlands Germany<br />

1. Revenue 120 408 460 195 22 640<br />

1.1. Dividend income 4 550 1 107 -<br />

1.2. Interest income 4 122 16 448<br />

1.3. Management fees - 546 3 604<br />

1.4. Turnover 75 997 410 220 5 151<br />

1.5. Realised gains on disposal of investments 35 740 48 306 13 437<br />

2. Segment assets 438 280 135 160 56 427<br />

3. Capital expenditure 76 969 7 417 20 494<br />

3.1. Financial assets at fair value through profi t & loss 46 474 6 429 19 841<br />

3.2. Loans to investee companies 30 494 - 653<br />

122 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Statutory consolidation


Buy-outs Infrastructure Overhead Statutory consolidation<br />

484 266 - - 639 962<br />

- - - 5 885<br />

- - - 5 691<br />

- - 4 150<br />

484 266 - - 494 526<br />

- - - 129 710<br />

- - - -1 615<br />

-2 648 - - 34 644<br />

39 415 180 - 210 298<br />

- - -16 635 -16 635<br />

39 415 180 -16 635 193 663<br />

- - - -90<br />

- - - 193 573<br />

- - - -8 134<br />

- - - 185 439<br />

443 211 2 688 533 951 1 837 167<br />

443 211 - 1 393 956 1 837 167<br />

- 2 688 - 173 129<br />

- 2 688 - 123 319<br />

- - - 49 811<br />

-1 515 - - -13 541<br />

France Rest of World USA Other countries Overhead Statutory<br />

consolidation<br />

5 149 22 113 8 272 1 185 - 639 962<br />

- 228 - - - 5 885<br />

399 75 617 13 - 5 691<br />

- - - - - 4 150<br />

11 1 936 40 1 172 - 494 526<br />

4 739 19 874 7 615 - - 129 710<br />

78 248 64 216 79 736 7 939 977 161 1 837 167<br />

32 482 16 541 14 261 5 953 - 173 129<br />

21 517 9 307 13 797 5 953 - 123 319<br />

10 965 7 234 463 - - 49 811<br />

| 123


11. SEGMENT INFORMATION (IN EUR 000) - CONTINUED<br />

I. Segmentation according to the activities<br />

Year 2006-<strong>2007</strong> Corporate Investment Venture Capital<br />

1. Revenue 94 662 55 736<br />

1.1. Dividend income 23 033 1<br />

1.2. Interest income 6 030 2 068<br />

1.3. Management fees 5 794 -<br />

1.4. Turnover 1 104 6 532<br />

1.5. Realised gains on disposal of investments 58 701 47 135<br />

2. Realised losses on disposal of investments<br />

3. Unrealised gains (losses) on fi nancial assets at fair value<br />

-672 -3 270<br />

through profi t & loss 94 081 40 659<br />

4. Segment result 171 265 82 054<br />

5. Unallocated expenses & profi ts - -<br />

6. Operating result 171 265 82 054<br />

7. Net fi nance costs (+/-) - -<br />

8. Result before tax - -<br />

9. Tax expenses - -<br />

10. Net result<br />

11. Assets & liabilities<br />

- -<br />

11.1. Segment assets 467 274 400 040<br />

11.2. Segment liabilities<br />

12. Other segment information<br />

- -<br />

12.1. Capital expenditure 66 056 83 547<br />

12.1.1. Financial assets at fair value through profi t & loss 65 257 66 164<br />

12.1.2. Loans to investee companies 799 17 383<br />

12.2. Impairment losses -9 716 -3 017<br />

II. Geographical information<br />

Year 2006-<strong>2007</strong> Belgium The Netherlands Germany<br />

1. Revenue 124 536 278 977 21 538<br />

1.1. Dividend income 22 233 3 -<br />

1.2. Interest income 5 682 3 805<br />

1.3. Management fees - - 5 794<br />

1.4. Turnover 37 113 277 736 -<br />

1.5. Realised gains on disposal of investments 59 508 1 234 14 940<br />

2. Segment assets 416 778 134 980 42 489<br />

3. Capital expenditure 44 779 31 574 15 254<br />

3.1. Financial assets at fair value through profi t & loss 31 174 31 271 15 254<br />

3.2. Loans to investee companies 13 605 303 -<br />

124 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Statutory consolidation


Buy-outs Infrastructure Overhead Statutory consolidation<br />

307 734 - - 458 133<br />

- - - 23 034<br />

3 - - 8 101<br />

- - - 5 794<br />

307 731 - - 315 367<br />

- - - 105 836<br />

-30 - - -3 972<br />

-12 235 - - 122 505<br />

5 730 - - 259 049<br />

- - -18 751 -18 751<br />

5 730 - -18 751 240 298<br />

- - - 13 896<br />

- - - 254 194<br />

- - - -4 813<br />

- - - 249 382<br />

226 895 - 460 112 1 554 320<br />

226 895 - 1 327 425 1 554 320<br />

- - - 149 604<br />

- - - 131 421<br />

- - - 18 183<br />

-203 - - -12 936<br />

France Rest of World USA Other countries Overhead Statutory<br />

consolidation<br />

2 362 12 770 17 600 349 - 458 133<br />

425 372 1 - - 23 034<br />

829 213 569 - - 8 101<br />

- - - - - 5 794<br />

30 131 63 294 - 315 367<br />

1 079 12 053 16 967 55 - 105 836<br />

72 146 96 730 102 522 1 669 687 007 1 554 320<br />

12 813 26 425 16 964 1 794 - 149 604<br />

10 761 26 220 14 947 1 794 - 131 421<br />

2 052 205 2 017 - - 18 183<br />

| 125


12. OPERATING RESULT (IN EUR 000)<br />

12.1 Dividends, interest, management fees and turnover<br />

126 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Statutory consolidation<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong> Change<br />

Dividends 5 885 23 034 -17 150<br />

Interest 5 691 8 101 -2 411<br />

Management fees 4 150 5 794 -1 645<br />

Turnover 494 526 315 367 179 160<br />

Total 510 251 352 297 157 955<br />

The EUR 157 955 increase in the item is explained mainly by the<br />

EUR 179 160 increase in turnover, due primarily to the impact<br />

of the buy-outs that <strong>Gimv</strong> is required to include in the statutory<br />

consolidation.<br />

12.2 Gains and losses on the disposal of investments<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong> Change<br />

Gains on disposal of investments 129 710 105 836 23 875<br />

Losses on disposal of investments -1 615 -3 972 2 357<br />

Gains and losses on disposal of investments 128 095 101 863 26 232<br />

Gains and losses on the disposal of investments by activity<br />

CI ICT LS Total<br />

Gains on disposal of investments 104 069 22 163 3 478 129 710<br />

Losses on disposal of investments -199 -234 -1 181 -1 615<br />

Gains and losses on disposal of investments 103 870 21 929 2 297 128 095<br />

Listed companies 11 519 12 135 -835 22 819<br />

Funds 19 035 2 119 2 731 23 885<br />

Shareholdings 73 316 7 675 401 81 391<br />

Gains and losses on disposal of investments 103 870 21 929 2 297 128 095<br />

12.3 Unrealised gains and losses on fi nancial assets at fair value<br />

The largest increases relate to HVEG Investments BV (formerly<br />

LowLand Fashion) (EUR 88 171), TerStal Investments<br />

BV (EUR 49 585) and Grandeco Wallfashion Group NV<br />

(EUR 41 104). These last two buy-outs were consolidated for<br />

the fi rst time in the <strong>2007</strong>-<strong>2008</strong> fi nancial year.<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong> Change<br />

Unrealised income from fi nancial assets at fair<br />

value 163 732 227 806 -64 074<br />

Unrealised losses on fi nancial assets at fair value -115 546 -92 365 -23 182<br />

Impairment losses -13 541 -12 936 -605<br />

Unrealised gains and losses 34 644 122 506 -87 861


Unrealised gains and losses by activity<br />

CI CT ICT LS Total<br />

Unrealised income from fi nancial assets<br />

at fair value 132 842 461 17 158 13 271 163 732<br />

Unrealised losses on fi nancial assets at<br />

fair value -63 574 -292 -16 801 -34 879 -115 546<br />

Impairment losses -11 788 -1 727 -26 -13 541<br />

Unrealised gains and losses 57 479 169 -1 370 -21 635 34 644<br />

Listed companies -22 150 -14 975 -14 761 -51 886<br />

Funds 11 689 170 -3 370 -5 696 2 793<br />

Shareholdings 67 940 16 975 -1 178 83 737<br />

Unrealised gains and losses 57 479 170 -1 370 -21 635 34 644<br />

This heading refl ects the periodic revaluations of the shareholdings,<br />

that is the shares and investments in shares held in the<br />

investment portfolio.<br />

These are classed as fi nancial assets at fair value via the income<br />

statement. These investments are initially recorded at<br />

cost. Subsequently the unrealized gains and losses resulting<br />

from the periodical revaluations are recognized in the income<br />

statement.<br />

These revaluations take place on a quarterly basis based on decisions<br />

of the valuation committee. This committee determines<br />

the fair value in accordance with IAS 39.<br />

12.4 Purchase of goods and other services, personnel expenses and depreciation<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong> Change<br />

Goods and services -363 278 -243 642 -119 636<br />

Personnel expenses -88 266 -61 576 -26 690<br />

Depreciation -14 890 -10 432 -4 458<br />

Total -466 434 -315 650 -150 784<br />

Purchases of goods and services rose by EUR 119 636, in particular<br />

in buy-outs (EUR 121 875). This increase is explained<br />

mainly by the turnover increases at HVEG Investments (former<br />

LowLand Fashion) (EUR 65 975), at Grandeco (EUR 29 616)<br />

and TerStal (EUR 22 902).<br />

Listed investments are measured based on the bid price at<br />

balance sheet closing date, taking into account any limitations<br />

on negotiability.<br />

Where no listed price is available, the fair value is determined<br />

using the valuation methods most appropriate to the particular<br />

type of investment. In this <strong>Gimv</strong> follows the International Private<br />

Equity and Venture Capital Valuation Guidelines.<br />

Unrealized valuation movements amounted to EUR 34 644.<br />

Personnel expenses rose by EUR 26 690. Personal expenses at<br />

the buy-outs increased by EUR 39 123, explained by the fi rsttime<br />

inclusion of personnel expenses for OGD (EUR 15 634),<br />

Grandeco (EUR 9 971) and TerStal (EUR 9 895). Personnel<br />

expenses for the <strong>Gimv</strong> group itself decreased by EUR 12 433,<br />

with the return to a normal 12-month fi nancial year (2006-<strong>2007</strong><br />

was an extended fi nancial year of 15 months), and because of<br />

higher levels of variable remuneration in 2006-<strong>2007</strong>.<br />

| 127


12.5 Other operating income and expenses<br />

128 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Statutory consolidation<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong> Change<br />

Foreign exchange income 130 195 -65<br />

Result from derivatives 4 741 1 406 3 335<br />

Operating income buy-outs 28 702 1 649 27 053<br />

Other 378 362 16<br />

Other operating income 33 951 3 612 30 339<br />

Other fi nancial costs -931 -1 107 176<br />

Provisions for liabilities and charges -9 058 -4 155 -4 903<br />

Provision for pensions -243 -1 568 1 325<br />

Taxes and operating costs -935 -1 103 168<br />

Foreign exchange expenses -52 -43 -9<br />

Operating expenses buy-outs -30 142 -17 024 -13 118<br />

Other -5 484 742 -6 226<br />

Other operating expenses -46 845 -24 258 -22 587<br />

Other operating result -12 894 -20 646 7 752<br />

The other operating result rose by EUR 7 752. The operating<br />

result of the buy-outs rose by EUR 13 935. The effect of this was<br />

reduced by the EUR 6 183 reduction in the operating result of<br />

the <strong>Gimv</strong> group due to increases in provisions for liabilities and<br />

charges and other operating charges.<br />

13. FINANCIAL RESULT (IN EUR 000)<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong> Change<br />

Financial income 21 820 20 035 1 785<br />

Financial cost -21 910 -6 138 -15 772<br />

Financial result -90 13 896 -13 986<br />

The fi nancial result reduced by EUR 13 986, owing mainly to a<br />

EUR 15 772 increase in fi nancial costs. The fi nancial costs of<br />

the buy-outs, for which the <strong>Gimv</strong> group has no liability whatsoever,<br />

rose by EUR 7 045.<br />

The fi nancial costs of the <strong>Gimv</strong> group rose by EUR 8 727, mainly<br />

as a result of a valuation allowance of EUR 8 945 on fi nancial<br />

derivatives.


14. TAXES (IN EUR 000)<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong><br />

CONSOLIDATED INCOME STATEMENT<br />

Current income tax 8 416 5 217<br />

Current income tax charge 8 416 5 234<br />

Adjustments in respect of current income tax of previous periods - -17<br />

Deferred income tax -282<br />

Relating to origination and reversal of temporary differences -282 -404<br />

Relating to reduction in tax rates - -<br />

Income tax expense reported in consolidated income statement 8 134 4 813<br />

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY<br />

Current income tax - -<br />

Deferred income tax - -<br />

Income tax expense / benefi t reported in equity - -<br />

RECONCILIATION OF INCOME TAX EXPENSE APPLICABLE TO RESULT<br />

BEFORE TAX AT THE STATUTORY INCOME TAX RATE TO INCOME TAX<br />

EXPENSE AT THE GROUP’S EFFECTIVE INCOME TAX RATE<br />

Result before tax 193 573 254 194<br />

Taxes based on local statutory income tax rate 65 795 91 537<br />

Higher (lower) income tax rates of other countries 1 309 -2 524<br />

Adjustments in respect of current income tax of previous periods 6 -13<br />

Expenses non-deductible for tax purposes 3 583 -4 467<br />

Tax exempt profi ts -58 156 -73 323<br />

Non-deductible amortization of goodwill 563 -<br />

Impact of special tax status -416 -8 534<br />

Non-taxable dividends from investments in non-group companies -4 591 -7 282<br />

Non-recorded deferred income tax assets - 9 717<br />

Other 40 -298<br />

Taxes at effective income tax rate 8 134 4 813<br />

Effective income tax rate 4.2% -1.9%<br />

DEFERRED INCOME TAX RELATES TO THE FOLLOWING:<br />

Deferred income tax liabilities<br />

Accelerated depreciation for tax purposes 3 256 3 563<br />

Remeasurement of fi nancial instruments to fair value 9 24<br />

Deferred taxation on sales of property, plant and equipment 947 1 202<br />

Other 1 359 1 594<br />

Gross deferred income tax liabilities<br />

Deferred income tax assets<br />

5 571 6 383<br />

Remeasurement of fi nancial instruments to fair value - -<br />

Post-employment benefi ts - -<br />

Tax losses carried forward 175 198<br />

Other 198 76<br />

Gross deferred income tax assets 373 274<br />

Net deferred income tax liabilities 5 571 6 383<br />

Net deferred income tax assets 373 274<br />

| 129


<strong>Gimv</strong> pays little tax. The Group’s main activity consists of taking<br />

shareholdings and reselling them later with a capital gain. Capital<br />

gains are tax-exempt in Belgium. <strong>Gimv</strong> NV has extensive tax loss<br />

carryforwards and fi nally taxed income from the past. With the<br />

introduction of notional interest deduction, an additional buffer<br />

of notional interest deduction is also created every year, which<br />

can be carried forward for seven years.<br />

<strong>Gimv</strong> does not record deferred taxation on the deductible<br />

temporary differences and on tax loss carryforwards. This is<br />

because, in the group’s specifi c tax situation, the likelihood<br />

15. EARNINGS PER SHARE<br />

(in EUR 000)<br />

130 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Statutory consolidation<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong><br />

Net profi t attributable to ordinary shareholders of the parent A 168 018 241 290<br />

Interest on convertible non-cumulative redeemable preference shares<br />

Net profi t attributable to ordinary shareholders of the parent adjusted<br />

for the effect of effect van de convertible preference shares B 168 018 241 290<br />

(X 000)<br />

Weighted average number of ordinary shares (excluding treasury<br />

shares) for basic earnings per share<br />

Effect of dilution<br />

A 23 176 23 176<br />

Share options - -<br />

Redeemable preference shares<br />

Weighted average number of ordinary shares (excluding treasury<br />

- -<br />

shares) adjusted for the effect of dilution B 23 176 23 176<br />

(in EUR)<br />

Earnings per share A 7.25 10.41<br />

Earnings per share with effect of dilution B 7.25 10.41<br />

Earnings per share are obtained by dividing the net profi t attributable<br />

to the holders of ordinary shares of the parent company<br />

by the weighted average number of shares outstanding during<br />

the year.<br />

The diluted earnings per share are calculated by dividing the net<br />

profi t attributable to the holders of ordinary shares of the parent<br />

company (after deducting interest on convertible, redeemable,<br />

non-cumulative preference shares) by the sum of the weighted<br />

that these can be applied in the near future is considered low.<br />

The deferred tax assets and liabilities that are recorded derive<br />

exclusively from the consolidated buy-out companies.<br />

The EUR 8 134 of tax charges in the statutory consolidation<br />

come mainly (EUR 7 993) from the buy-outs that are required<br />

to be included in the statutory consolidation.<br />

The <strong>Gimv</strong> group’s risk is limited to the amount of the investment<br />

in these buy-outs. The <strong>Gimv</strong> group therefore bears no liability<br />

whatsoever for the tax liabilities of these buy-outs.<br />

average number of outstanding shares during the year and the<br />

weighted average number of ordinary shares that would be<br />

issued by the conversion into ordinary shares of all rights to<br />

ordinary shares having a potentially dilutive effect.<br />

The table above gives information on the profi t and shares<br />

fi gures used in calculating normal and diluted earnings per<br />

share.


16. PAID AND PROPOSED DIVIDENDS<br />

The Board of Directors will be proposing to the Ordinary General<br />

Meeting of shareholders that the company declare a gross dividend<br />

of EUR 4.36 per share in respect of the <strong>2007</strong>-<strong>2008</strong> fi nancial<br />

year. After deduction of 25 percent investment withholding<br />

tax, the net dividend amounts to EUR 3.27 per share. Given the<br />

interim dividend paid on 6 December <strong>2007</strong> (EUR 2.00 gross<br />

per share), a fi nal dividend of EUR 2.36 gross per share will be<br />

paid on 3 July <strong>2008</strong>.<br />

Paid dividends<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong><br />

Closing dividend (total value) (in EUR 000) 66 052 50 987<br />

Closing dividend (value per share) (in EUR) 2.85 2.20<br />

Interim dividend (total value) (in EUR 000) 46 352 30 901<br />

Interim dividend (value per share) (in EUR) 2.00 1.33<br />

Total closing and interim dividend 112 404 81 888<br />

Proposed dividends<br />

Closing dividend (total value) (in EUR 000) 54 695 66 052<br />

Closing dividend (value per share) (in EUR) 2.36 2.85<br />

| 131


17. GOODWILL EN ANDERE IMMATERIËLE ACTIVA (IN 000 EUR)<br />

Year <strong>2007</strong>-<strong>2008</strong> Goodwill Licences,<br />

patents and<br />

similar rights<br />

132 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Statutory consolidation<br />

Computer<br />

software<br />

Other<br />

intangible<br />

assets<br />

1. Opening balance, net carrying<br />

amount 161 794 125 701 6 942 169 562<br />

1.1. Gross carrying amount 161 794 100 909 150 111 177 813<br />

1.2. Accumulated amortisation (-) - 25 -207 -8 069 -8 252<br />

1.3. Accumulated impairment (-) - - - - -<br />

2. Additions, internally generated<br />

intangible assets - 167 - - 167<br />

3. Additions, separate acquisition 43 862 7 215 - 44 084<br />

4. Acquisition through business<br />

combinations 128 798 469 162 110 129 539<br />

5. Sales and disposals (-) - - - - -<br />

6. Disposal of subsidiaries (-) -20 072 -59 -599 -6 942 -27 672<br />

7. Amortisation (-)<br />

8. Impairment losses recognised in<br />

profi t & loss (-) during the period or<br />

-7 308 -188 -76 - -7 572<br />

reversed (+) - - - - -<br />

9. Increase (decrease (-)) translation<br />

differences - - - - -<br />

10. Other increase (decrease (-)) - - - - -<br />

11. Closing balance, net carrying amount 307 074 522 402 110 308 108<br />

11.1. Gross carrying amount 334 931 785 775 4 424 340 914<br />

11.2. Accumulated amortisation (-) -21 786 -263 -372 -4 314 -26 736<br />

11.3. Accumulated impairment (-) -6 071 - - - -6 071<br />

Total


17. GOODWILL EN ANDERE IMMATERIËLE ACTIVA (IN 000 EUR) - CONTINUED<br />

Year 2006-<strong>2007</strong> Goodwill Licences,<br />

patents and<br />

similar rights<br />

Computer<br />

software<br />

Other<br />

intangible<br />

assets<br />

1. Opening balance, net carrying<br />

amount 54 730 61 116 5 859 60 766<br />

1.1. Gross carrying amount 62 451 261 1 611 9 516 73 839<br />

1.2. Accumulated amortisation (-) -2 940 -200 -1 495 -3 657 -8 292<br />

1.3. Accumulated impairment (-)<br />

2. Additions, internally generated<br />

-4 781 - - - -4 781<br />

intangible assets - - 77 134 211<br />

3. Additions, separate acquisition 3 838 - - - 3 838<br />

4. Acquisition through business<br />

combinations 121 205 - 212 - 121 417<br />

5. Sales and disposals (-) - - -2 - -2<br />

6. Disposal of subsidiaries (-) -5 994 - - -5 391 -11 385<br />

7. Amortisation (-)<br />

8. Impairment losses recognised in<br />

profi t & loss (-) during the period or<br />

-485 - -113 -4 412 -5 010<br />

reversed (+) - - - - -<br />

9. Increase (decrease (-)) translation<br />

differences - - - - -<br />

10. Other increase (decrease (-)) -11 500 64 411 10 752 -273<br />

11. Closing balance, net carrying amount 161 794 125 701 6 942 169 562<br />

11.1. Gross carrying amount 161 794 100 909 15 011 177 813<br />

11.2. Accumulated amortisation (-) - 25 -207 -8 069 -8 252<br />

11.3. Accumulated impairment (-) - - - - -<br />

Total<br />

| 133


18. PROPERTY, PLANT AND EQUIPMENT (IN EUR 000)<br />

Year <strong>2007</strong>-<strong>2008</strong> Land and<br />

buildings<br />

134 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Statutory consolidation<br />

Machinery and<br />

equipment<br />

Furniture<br />

andvehicles<br />

Other<br />

property,<br />

plant and<br />

equipment<br />

CHANGES IN PROPERTY, PLANT<br />

AND EQUIPMENT<br />

1. Opening balance, net carrying amount 21 957 9 437 2 601 3 287 37 282<br />

1.1. Gross carrying amount 40 795 74 919 21 589 3 384 140 686<br />

1.2. Accumulated depreciation and<br />

impairment (-) -18 837 -65 482 -18 987 -97 -103 404<br />

2. Additions 3 637 8 825 1 529 235 14 227<br />

3. Acquisition through business<br />

combinations 28 307 17 704 6 027 1 768 53 806<br />

4. Sales and disposals (-) - -990 -169 -665 -1 824<br />

5. Disposal of subsidiaries (-) - -2 337 -682 -156 -3 175<br />

6. Depreciation (-)<br />

7. Impairment losses recognised in<br />

profi t & loss (-) during the period<br />

-1 152 -5 084 -889 -193 -7 318<br />

or reversed (+) 14 -2 927 77 227 -2 609<br />

8. Increase (decrease (-)) translation<br />

differences - - - - -<br />

9. Transfer from (to) - - - - -<br />

10. Other increase (decrease (-)) 11 423 -117 -254 63<br />

11. Closing balance, net carrying amount 52 775 25 052 8 377 4 249 90 452<br />

11.1. Gross carrying amount 57 856 47 296 15 032 5 793 125 977<br />

11.2. Accumulated depreciation and<br />

impairment (-) -5 082 -22 244 -6 655 -1 544 -35 525<br />

Year 2006-<strong>2007</strong> Land and<br />

buildings<br />

Machinery and<br />

equipment<br />

Furniture<br />

and vehicles<br />

Other<br />

property,<br />

plant and<br />

equipment<br />

CHANGES IN PROPERTY, PLANT AND<br />

EQUIPMENT<br />

1. Opening balance, net carrying amount 19 635 19 524 4 498 2 702 46 358<br />

1.1. Gross carrying amount 37 323 82 377 22 386 2 702 144 787<br />

1.2. Accumulated depreciation and<br />

impairment (-) -17 688 -62 853 -17 888 - -98 428<br />

2. Additions 214 1 093 937 424 2 669<br />

3. Acquisition through business<br />

combinations 10 071 10 343 711 153 21 278<br />

4. Sales and disposals (-) -75 -240 -291 - -606<br />

5. Disposal of subsidiaries (-) -8 083 -18 606 -2 207 105 -28 791<br />

6. Depreciation (-)<br />

7. Impairment losses recognised in<br />

profi t & loss (-) during the period<br />

-1 162 -2 734 -1 430 -97 -5 422<br />

or reversed (+) 12 104 330 - 446<br />

8. Increase (decrease (-)) translation<br />

differences - -15 - - -15<br />

9. Transfer from (to) - -13 -69 - -82<br />

10. Other increase (decrease(-)) 1 345 -20 122 - 1 447<br />

11. Closing balance, net carrying amount 21 957 9 437 2 601 3 287 37 282<br />

11.1. Gross carrying amount 40 795 74 919 21 589 3 384 140 686<br />

11.2. Accumulated depreciation and<br />

impairment (-) -18 837 -65 482 -18 987 -97 -103 404<br />

Total<br />

Total


19. GOODWILL IMPAIRMENT<br />

The goodwill recorded in the books relates solely to the buy-out<br />

companies. This goodwill is tested annually for impairment by<br />

comparing the carrying value of the subsidiaries in question with<br />

their fair value. In <strong>2007</strong>-<strong>2008</strong> this produced a total impairment<br />

loss of EUR 7 308.<br />

20. FINANCIAL ASSETS AT FAIR VALUE THROUGH<br />

PROFIT AND LOSS (IN EUR 000)<br />

The fi nancial assets, consisting of shareholdings by <strong>Gimv</strong> and<br />

its subsidiaries, reduced by EUR 42 313.<br />

In the <strong>2007</strong>-<strong>2008</strong> fi nancial year, the <strong>Gimv</strong> group invested<br />

EUR 123 319 in shareholdings. The main investments were VAG<br />

Armaturen and Rollinvest NV (Corporate Investment Belgium),<br />

the Halder-<strong>Gimv</strong> Germany Fund (Corporate Investment<br />

Germany), Metris and Telenet Group Holding (ICT) and Ablynx<br />

and Ambit Biosciences (Life Sciences).<br />

Divestments totalling EUR 212 199 were also undertaken. The<br />

main divestments were: Lyceum Capital, Alfacam, Jensen and<br />

Dujardin Foods (Corporate Investment Belgium), the Halder-<br />

<strong>Gimv</strong> Germany Fund (Corporate Investment Germany), Holowell<br />

(Corporate Investment Netherlands), Telenet Group Holding and<br />

Business Architects (ICT) and deVGen (Life Sciences).<br />

Unrealized capital gains amounted to EUR 34 644. These gains<br />

refl ect the periodical valuation exercises covering the entire portfolio.<br />

<strong>Gimv</strong> group values listed shareholdings at their bid price<br />

and unlisted shareholdings based on the valuation methods<br />

most appropriate for the particular type of investment, in line<br />

with the European Private Equity and Venture Capital Valuation<br />

Guidelines.<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong><br />

1. Opening balance 690 811 557 477<br />

1.1. Investments 123 319 131 421<br />

1.2. Acquisition through business combination -<br />

1.3. Divestments (-) -212 199 -134 048<br />

1.4. Disposal of subsidiaries -<br />

1.5. Unrealized change (increase (+), decrease (-) in fair value) 34 644 135 441<br />

1.6. Increase (decrease) translation differences -<br />

1.7. Other (increase (+), decrease (-)) 11 823 520<br />

2. Closing balance<br />

Of which<br />

648 398 690 811<br />

Shares - listed 122 651 247 598<br />

Shares - unlisted 525 747 443 213<br />

Change in fair value recognised in profi t & loss during the period 34 644 135 441<br />

Estimated using a valuation technique 81 222 72 299<br />

Determined directly -50 794 63 142<br />

21. LOANS TO INVESTEE COMPANIES<br />

(IN EUR 000)<br />

Loans totalling EUR 49 811 were made, the largest being to<br />

Metris, Mondi Foods NV, Rollinvest NV, Verhaeren NV, VAG<br />

Armaturen, Fortress Warehousing & Distribution and Impression<br />

International. Loans totalling EUR 15 606 were repaid, with<br />

the largest repayments coming from Alfacam NV, Fortress<br />

Warehousing & Distribution, Mondi Foods NV, BAI Beheer<br />

and Elixent. The impact of valuation movements and transfers<br />

amounted to – EUR 19 944.<br />

| 135


21. LOANS TO INVESTEE COMPANIES (IN EUR 000)<br />

Year <strong>2007</strong>-<strong>2008</strong><br />

1. Opening balance 56 497<br />

1.1. Gross carrying amount 56 497<br />

1.2. Accumulated impairment (-) -<br />

2. Investments 49 811<br />

3. Acquisition through business combination -<br />

4. Sales (-) -15 606<br />

5. Disposal of subsidiaries -<br />

6. Impairment losses (-) -12 464<br />

7. Reversal of impairment losses (+) -<br />

8. Increase (decrease (-)) translation differences -<br />

9. Transfer to (from) -7 480<br />

10. Other (increase (+), decrease (-)) -<br />

11. Closing balance 70 758<br />

11.1. Gross carrying amount 70 758<br />

11.2. Accumulated impairment (-) -<br />

Additional information regarding loans to investee companies<br />

Duration Max 1 year 1 to 5 years Total<br />

4 380 66 378 70 758<br />

Currency EUR USD GBP Total<br />

66 646 4 112 - 70 758<br />

136 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Statutory consolidation<br />

Fixed interest<br />

rate<br />

Total<br />

Variable interest<br />

rate Total<br />

Applied interest rate<br />

67 309 3 449 70 758<br />

Average interest rate 7.21% 10.15%<br />

Year 2006-<strong>2007</strong><br />

1. Opening balance 79 103<br />

1.1. Gross carrying amount 79 103<br />

1.2. Accumulated impairment (-) -<br />

2. Investments 18 183<br />

3. Acquisition through business combination -<br />

4. Sales (-) -27 578<br />

5. Disposal of subsidiaries -<br />

6. Impairment losses (-) -12 936<br />

7. Reversal of impairment losses (+) -<br />

8. Increase (decrease (-)) translation differences -<br />

9. Transfer to (from) -274<br />

10. Other (increase (+), decrease (-)) -<br />

11. Closing balance 56 497<br />

11.1. Gross carrying amount 56 497<br />

11.2. Accumulated impairment (-) -<br />

Total


22. INVENTORIES (IN EUR 000)<br />

<strong>Gimv</strong> as an investment company does not carry inventories.<br />

These inventories relate to the buy-outs included in the statutory<br />

consolidation: De Groot International Investments BV, TerStal<br />

Investments BV, Interbrush NV, Grandeco Wallfashion Covering<br />

Nv, HVEG Investments BV (formerly LowLand Fashion), Numac<br />

Investments BV en Verlihold NV.<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong><br />

Materials 16 507 2 661<br />

Products in preparation 1 102 300<br />

Finished products 12 756 6 737<br />

Commodities 19 978 27 955<br />

Closing balance 50 343 37 653<br />

Impairment losses recognised in profi t & loss<br />

Reversal of impairment losses recognised in profi t & loss<br />

-2 502 -688<br />

23. TRADE AND OTHER RECEIVABLES<br />

(IN EUR 000)<br />

Trade and other receivables rose by EUR 57 666. This increase<br />

comes mainly from the buy-outs included in the statutory<br />

consolidation. Four new buy-outs were consolidated, with<br />

EUR 51 830 of trade and other receivables.<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong><br />

Non-current trade and other receivables (more than 1 year)<br />

Trade receivables - -<br />

Cash guarantees - -<br />

Interest receivables - -<br />

Long-term deposits - -<br />

Other receivables - -<br />

Closing balance - -<br />

Current trade and other receivables (maximum 1 year)<br />

Trade receivables 106 038 54 400<br />

Interest receivables 28 783<br />

Tax receivable, other than income tax 1 251 216<br />

Derivative fi nancial instruments with positive fair values - 20<br />

Other receivables 9 411 3 643<br />

Closing balance 116 728 59 062<br />

| 137


24. CASH AND CASH EQUIVALENTS (IN EUR 000)<br />

The cash position is EUR 85 803 higher as a net result of the<br />

cash fl ow from divestments and investments, and dividend payments<br />

(EUR 112 404). The marketable securities are invested<br />

in immediately realizable instruments like bonds, CDOs and<br />

investment funds. The return varies as a function of the market<br />

interest rate. The cash position of the buy-outs increased by<br />

EUR 18 888.<br />

138 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Statutory consolidation<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong><br />

Marketable securities and other instruments 456 164 347 183<br />

Short term bank deposits 17 771 12 129<br />

Cash and other cash equivalents 64 402 93 223<br />

Gross carrying amount 538 331 452 535<br />

25. ISSUED CAPITAL AND RESERVES (IN EUR 000)<br />

Number (in 000) Amount<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong> <strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong><br />

Shares authorised 23 176 23 176 220 000 220 000<br />

Par value per share - - - -<br />

Shares issued and fully paid at the beginning of<br />

the period 23 176 23 176 220 000 220 000<br />

Change<br />

Shares issued and fully paid at the end of the<br />

- - - -<br />

period 23 176 23 176 220 000 220 000<br />

26. PENSION LIABILITIES (IN EUR 000)<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong><br />

Total pension assets-liabilities 4 010 3 766<br />

I. DEFINED BENEFIT PLANS<br />

1. Amounts recognised in the balance sheet 2 253 2 940<br />

1.1. Net funded defi ned benefi t plan obligation (asset) 2 253 3 262<br />

1.1.1. Present value of funded or partially funded obligation 5 756 10 783<br />

1.1.2. Fair value of plan assets (-) -3 502 -7 520<br />

1.2. Present value of wholly unfunded obligation - -<br />

1.3. Unrecognised actuarial gains (losses (-)) - -323<br />

1.4. Unrecognised past service cost - -<br />

1.5. Fair value of any right to reimbursement recognised as an asset (-) - -<br />

1.6. Other components - -<br />

Defi ned benefi t plan obligation (asset), total 2 253 2 940<br />

Liabilities 5 756 10 427<br />

Assets -3 502 -7 487


26. PENSION LIABILITIES (IN EUR 000) - CONTINUED<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong><br />

2. Net expense recognised in income statement * 177 2 177<br />

2.1. Current service cost 559 753<br />

2.2. Interest cost 315 392<br />

2.3. Expected return on plan assets (-) -215 -318<br />

2.4. Expected return on reimbursement rights recognised as an asset (-) - -83<br />

2.5. Net actuarial (gain) loss recognised -482 1 346<br />

2.6. Past service cost - -<br />

2.7. Loss (gain) on curtailments and settlements - 87<br />

Actual return on plan assets 157 176<br />

Actual return on reimbursement rights recognised as an asset - -<br />

3. Movements in defi ned benefi t plan obligation (asset) 4 506 5 880<br />

3.1. Defi ned benefi t plan obligation, opening balance 2 940 13 647<br />

3.2. Contributions paid (-) -623 -689<br />

3.3. Expense recognised 177 2 177<br />

3.4. Charge recognised directly through equity -<br />

3.5. Increases through business combinations - 241<br />

3.6. Decreases through business divestitures (-) -241 -12 436<br />

3.7. Foreign currency exchange increase (decrease (-)) -<br />

3.8. Other increase (decrease (-)) -<br />

3.9. Defi ned benefi t plan obligation, closing balance 2 253 2 940<br />

4. Principal actuarial assumptions<br />

4.1. Discount rate 4.50% 4.00%<br />

4.2. Expected return on plan assets 4.20% 4.75%<br />

4.3. Expected rate of salary increase<br />

4.4. Future defi ned benefi t increase<br />

4.5. Expected rate of return on reimbursement rights recognised as an asset<br />

4.6. Medical cost trend rate<br />

5.00% 5.00%<br />

II. DEFINED CONTRIBUTION PLANS -<br />

1. Amounts recognised in the balance sheet 1 757 826<br />

2. Amounts recognised in the income statement 66 72<br />

* Recognised as personnel expenses<br />

Pension commitments at the <strong>Gimv</strong> group consist mainly of a<br />

plan at <strong>Gimv</strong> NV for employees and executives in which the<br />

benefi ciaries are entitled, at pension date, to an amount that is<br />

set in relation to their fi nal salary.<br />

The EUR 244 rise in pension liabilities is due to a EUR 446<br />

reversal of the pensions provision for the <strong>Gimv</strong> group and the<br />

changes in pension liabilities of the buy-out companies in an<br />

amount of EUR 690. The <strong>Gimv</strong> group therefore bears no liability<br />

whatsoever for the pension liabilities of the buy-outs.<br />

| 139


27. PROVISIONS (IN EUR 000)<br />

Year <strong>2007</strong>-<strong>2008</strong><br />

I. PROVISIONS<br />

140 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Statutory consolidation<br />

Technical warranty Provisions for litigations<br />

1. Opening balance 3 525 1 455<br />

1.1. Non - current provisions 3 525 1 455<br />

1.2. Current provisions - -<br />

2. Additional provisions made 500 1 695<br />

3. Provisions utilised (-) - -<br />

4. Provisions: unused amounts reversed -1 819 -<br />

5. Changes in consolidation scope -256 3<br />

6. Translation differences increase (decrease (-)) - -<br />

7. Effect of changes due to discounting - -<br />

8. Other increase (decrease (-)) - -<br />

9. Closing balance 1 950 3 153<br />

9.1. Non - current provisions 1 950 3 153<br />

9.2. Current provisions - -<br />

Provisions rose by EUR 8 086 as a result of a EUR 4 000 provision<br />

for the restructuring of Westerlund UK. An additional<br />

provision of EUR 1 697 has been set up for legal disputes, in<br />

particular for the Ganges Graver case.<br />

Provisions set up by the buy-outs rose by EUR 1 147. Provisions<br />

for employment benefi ts rose by EUR 1 844. These employment<br />

benefi ts relate on the one hand to potential carried interest<br />

28. FINANCIAL LIABILITIES AND TRADE AND OTHER PAYABLES (IN EUR 000)<br />

Year <strong>2007</strong>-<strong>2008</strong><br />

remuneration, which is dependent on future exit values, and<br />

on the other to the difference between the current equity value<br />

of share in and the exercise price of options issued by, the coinvestment<br />

companies.<br />

Maximum 1 year 1 to 5 years More than 5<br />

years<br />

I. Interest bearing loans and<br />

borrowings<br />

1. Loans 40 656 72 475 140 023 253 154<br />

2. Bond loans - - 36 620 36 620<br />

3. Convertible loans - - - -<br />

4. Obligations under fi nance leases - - - -<br />

5. Bank overdrafts 8 566 - - 8 566<br />

6. Other loans -1 208 - 4 699 3 491<br />

Total 48 014 72 475 181 342 301 831<br />

II. Leasing information<br />

1.1. Minimum leasing payments 4 709 14747 8 081 27537<br />

1.2. Financial cost (-) -1 441 -4 751 -2 321 -8 513<br />

Total 3 268 9 996 5 760 19024<br />

III. Trade and other payables<br />

1. Trade payables 62 109 - - 62 109<br />

2. Received advances - - - -<br />

3. Other payables 21 014 - - 21 014<br />

of which due to employees 9 568 - - 9 568<br />

Total 83 122 - - 83 122<br />

Total


Restructuring provision Environmental risk Post-employment<br />

benefi ts<br />

Provisions / others Statutory consolidation<br />

- - 11 991 1 184 18 155<br />

- - 11 991 1 184 18 155<br />

- - - - -<br />

4 000 - 1 844 695 8 734<br />

- - - - -<br />

- - - - -1 819<br />

- 130 - - -123<br />

- - - - -<br />

- - - 1 295 1 295<br />

- - - - -<br />

4 000 130 13 835 3 174 26 242<br />

- - 13 835 3 174 26 242<br />

- - - - -<br />

28. FINANCIAL LIABILITIES AND TRADE AND OTHER PAYABLES (IN EUR 000)<br />

Year 2006-<strong>2007</strong><br />

Maximum 1 year 1 to 5 years More than 5<br />

years<br />

I. Interest bearing loans and borrowings<br />

1. Loans 21 240 62 784 26 628 110 652<br />

2. Bond loans - - - -<br />

3. Convertible loans - - - -<br />

4. Obligations under fi nance leases 52 78 - 130<br />

5. Bank overdrafts 16 994 - - 16 994<br />

6. Other loans 408 33 858 352 34 618<br />

Total 38 694 96 720 26 980 162 394<br />

II. Other information<br />

1. Trade payables 33 538 - - 33 538<br />

2. Received advances 2 947 - - 2 947<br />

3. Other payables 16 807 - - 16 807<br />

of which due to employees 12 268 - - 12 268<br />

Total 53 292 - - 53 292<br />

The <strong>Gimv</strong> group has no fi nancial debt. The increase in debt in<br />

the statutory consolidation derives entirely from the buy-outs<br />

that are consolidated. In buy-out transactions a part of the investment<br />

is externally fi nanced, which explains the size of the<br />

debt on the balance sheet. The <strong>Gimv</strong> group has no liability or<br />

risk in respect of this debt. The <strong>Gimv</strong> group’s risk is limited to<br />

the amount of the investment in these companies.<br />

Total<br />

Trade and other payables rose by EUR 29 829. This is due<br />

essentially to the EUR 31 352 increase in the payables of the<br />

buy-outs. Here too the <strong>Gimv</strong> group’s risk is limited to the amount<br />

of the investment in these companies.<br />

| 141


29. RELATED PARTIES (IN EUR 000)<br />

Year <strong>2007</strong>-<strong>2008</strong><br />

142 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Statutory consolidation<br />

Subsidiaries Associates Key<br />

management<br />

Other<br />

related<br />

parties<br />

I. AMOUNTS OWED BY RELATED<br />

PARTIES 8 250 20 003 - - 28 253<br />

1. Loans to investee companies and<br />

other fi nancial assets 8 250 20 003 - - 28 253<br />

1.1. Loans 8 250 20 003 - - 28 253<br />

1.2. Other fi nancial assets - - - - -<br />

2. Receivables - - - - -<br />

2.1. Trade receivables - - - - -<br />

2.2. Other receivables - - - - -<br />

3. Other assets - - - - -<br />

II. AMOUNTS OWED TO RELATED<br />

PARTIES - - - - -<br />

1. Financial liabilities - - - - -<br />

2. Trade and other payables - - - - -<br />

2.1. Trade payables - - - - -<br />

2.2. Other payables - - - - -<br />

3. Other liabilities - - - - -<br />

III. TRANSACTIONS WITH RELATED<br />

PARTIES<br />

1. Sales of goods 3 52 - - 55<br />

2. Purchase of goods (-) - - - - -<br />

3. Management fees - - - - -<br />

4. Purchase of services (-) - - - - -<br />

5. Financing arrangements - - - 42 42<br />

6. Compensation of key management<br />

of the Group - - 3 976 - 3 976<br />

6.1. Short-term employee benefi ts - - 2 655 - 2 655<br />

6.2. Pension payments - - 1 321 - 1 321<br />

6.3. Resignation fees - - - - -<br />

6.4. Share-based payments - - - - -<br />

Total


29. RELATED PARTIES (IN EUR 000)<br />

Year 2006-<strong>2007</strong><br />

Subsidiaries Associates Key<br />

management<br />

Other<br />

related<br />

parties<br />

I. AMOUNTS OWED BY RELATED<br />

PARTIES 10 179 31 400 - - 41 579<br />

1. Loans to investee companies and<br />

other fi nancial assets 10 179 31 400 - - 41 579<br />

1.1. Loans 10 179 31 400 - - 41 579<br />

1.2. Other fi nancial assets - - - - -<br />

2. Receivables - - - - -<br />

2.1. Trade receivables - - - - -<br />

2.2. Other receivables - - - - -<br />

3. Other assets - - - - -<br />

II. AMOUNTS OWED TO RELATED<br />

PARTIES<br />

1. Financial liabilities - - - - -<br />

2. Trade and other payables - - - - -<br />

2.1. Trade payables - - - - -<br />

2.2. Other payables - - - - -<br />

3. Other liabilities - - - - -<br />

III. TRANSACTIONS WITH RELATED<br />

PARTIES<br />

- - - - -<br />

1. Sales of goods - 85 354 - - 85 354<br />

2. Purchase of goods (-) - - - - -<br />

3. Management fees - - - - -<br />

4. Purchase of services (-) - - - - -<br />

5. Financing arrangements - - - 42 42<br />

6. Compensation of key management<br />

of the Group - - 7 021 - 7 021<br />

6.1. Short-term employee benefi ts - - 4 497 - 4 497<br />

6.2. Pension payments - - 2 524 - 2 524<br />

6.3. Resignation fees - - - - -<br />

6.4. Share-based payments - - - - -<br />

Total<br />

| 143


Explanation of the remuneration of the Executive Committee and Board of Directors<br />

144 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Statutory consolidation<br />

<strong>2007</strong>-<strong>2008</strong> 2006-<strong>2007</strong><br />

1. Remuneration<br />

Fixed<br />

Executive Committee 1 525 509 1 575 521<br />

Board of Directors* 984 909 1 250 742<br />

Variable<br />

Executive Committee 606 894 1 353 854<br />

Board of Directors 23 427 316 728<br />

Subtotal<br />

Executive Committee 2 132 403 2 929 375<br />

Board of Directors 1 008 336 1 567 470<br />

2. Group insurance<br />

Fixed<br />

Executive Committee 164 508 363 770<br />

Board of Directors 198 928 637 313<br />

Variable<br />

Executive Committee 753 105 1 420 655<br />

Board of Directors 205 102 102 717<br />

Subtotal 917 613 1 784 425<br />

Executive Committee<br />

Board of Directors<br />

404 030 740 030<br />

Total 4 462 382 7 021 300<br />

Executive Committee 3 050 016 4 713 800<br />

Board of Directors 1 412 366 2 307 500<br />

* Including the insurance of the Chairman and CEO


30. FINANCIAL RISK MANAGEMENT<br />

See Directors’ Report, ‘Main risks and uncertainties’, page<br />

149.<br />

31. SHARE-BASED TRANSACTIONS<br />

31.1 Warrant plan<br />

See Corporate governance – page 73.<br />

31.2 The co-investment structure<br />

See Corporate Governance – page 79.<br />

31.3 Remuneration of management and staff employees<br />

See Human Resources – page 62.<br />

32. FAIR VALUE<br />

The majority of the group’s fi nancial assets are carried at fair<br />

value in the balance sheet. With respect to long-term receivables<br />

the amortized cost is deemed to approximate to the estimated<br />

fair value. For trade receivables, trade debts, other current assets<br />

and liabilities, and cash and cash equivalents, the carrying<br />

amounts in the balance sheet approximate to the fair value,<br />

given their short term nature.<br />

In the case of long-term interest-bearing liabilities the amortized<br />

cost is presumed to approximate to the fair value.<br />

33. SIGNIFICANT EVENTS AFTER THE BALANCE<br />

SHEET CLOSING DATE<br />

See Directors’ Report, ‘Signifi cant events after balance sheet<br />

closing date’ - page 149.<br />

34. OFF-BALANCE SHEET OBLIGATIONS AND<br />

MAJOR PENDING LITIGATION (IN EUR 000,<br />

GDP 000 AND USD 000))<br />

The text below gives an overview of off-balance sheet obligations<br />

in relation to shareholdings which represent a material portion<br />

of the <strong>Gimv</strong> Group’s fi nancial fi xed assets.<br />

At 31 March <strong>2008</strong>, outstanding commitments for further investments<br />

in funds amounted to EUR 253 223.<br />

Apart from these commitments to invest in funds (see table<br />

overleaf):<br />

- there are six fi les with binding fi nancial commitments totalling<br />

EUR 17 952;<br />

- in only one fi le has <strong>Gimv</strong> provided a bank guarantee of<br />

EUR 1 500;<br />

- in around half the fi les agreements have been made which, in<br />

the event of an exit, could result in an uneven distribution of<br />

the proceeds, to the benefi t or detriment of <strong>Gimv</strong> depending<br />

on the fi le and/or the circumstances;<br />

- in around two-thirds of the fi les <strong>Gimv</strong>’s interest can be diluted,<br />

albeit generally to a relatively limited extent, by stock option<br />

plans or securities entitling their holders to shares upon exercise<br />

or conversion;<br />

- around one third of the fi les include an anti-dilution clause<br />

which comes into effect whenever additional capital is obtained<br />

at a lower price per share, and which in most cases,<br />

but not always, operates to <strong>Gimv</strong>’s advantage;<br />

- 60 percent of fi les commit <strong>Gimv</strong> to co-selling its holdings, in<br />

most cases together with the other members of the fi nancial<br />

consortium;<br />

- in two fi les <strong>Gimv</strong> has granted a call option on all or part of its<br />

shares in a particular participating interest, and in six fi les one<br />

or more third parties have put options on <strong>Gimv</strong>;<br />

- in less than one third of the 109 contractual divestments<br />

undertaken by <strong>Gimv</strong> since 1997 have representations and<br />

warranties been given that are still effective. At the year-end<br />

closing date there was no indication whatsoever to suggest<br />

that any claim might be made against these representations<br />

and warranties.<br />

The buy-outs have purchase obligations amounting to USD<br />

34 972 and GDP 105. Guarantees totalling EUR 59 have also<br />

been given.<br />

| 145


34. OFF-BALANCE SHEET OBLIGATIONS AND MAJOR PENDING LITIGATIONS (IN EUR 000)<br />

Name fund Year Currency Total<br />

commitment<br />

146 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Statutory consolidation<br />

Total<br />

commitment 1<br />

CORPORATE INVESTMENT<br />

Buy out Fund 1999 EUR 12 400 12 400<br />

CapMan VIII Buyout 2006 EUR 20 000 20 000<br />

Corpeq Urals Fund2 1999 EUR 1 000 1 000<br />

DKB Emerging Europe L.P. 2001 USD 3 173 2 943<br />

Eagle Russia fund2 2006 USD 10 000 6 949<br />

EPF I 1996 EUR 1 524 1 524<br />

EPF II 2001 EUR 5 000 5 000<br />

EPF III 2006 EUR 5 000 5 000<br />

Fintech <strong>Gimv</strong> Fund <strong>2007</strong> USD 15 000 9 620<br />

Halder-<strong>Gimv</strong> Germany A2 2003 EUR 15 000 15 000<br />

Halder-<strong>Gimv</strong> Germany B2 2003 EUR 19 069 19 069<br />

Halder-<strong>Gimv</strong> Germany II <strong>2008</strong> EUR 81 250 81 250<br />

Industri Kapital 1997 EUR 3 500 3 500<br />

Kazakhstan Fund2 1997 EUR 2 000 4 432<br />

Lyceum Capital I 2000 EUR 75 000 75 000<br />

Lyceum Capital II <strong>2008</strong> GBP 21 000 26 389<br />

Nova Polonia 2000 EUR 10 450 10 450<br />

Pragma <strong>2007</strong> EUR 40 000 40 000<br />

Rabo Black Earth2 1996 EUR 300 242<br />

Rendex 1999 EUR 3 099 3 099<br />

Czech Fund2 2000 EUR 9 835 9 835<br />

Vectis 2004 EUR 3 000 3 000<br />

Outstanding<br />

commitment on<br />

31/03/08<br />

Value on<br />

31/03/08<br />

Total Corporate Investment 355 701 176 196 70 296<br />

CLEANTECH<br />

Emerald Technology Ventures II 2006 EUR 30 000 30 000<br />

Total Cleantech 30 000 21 694 8 009<br />

LIFE SCIENCES<br />

Abingworth Bio. II 1997 USD 3 006 4 193<br />

Abingworth Bio. IIIB 2001 USD 5 000 4 804<br />

Alta Biopharma Partners III 2004 USD 10 000 7 607<br />

Forward Ventures 4 2000 USD 5 000 4 729<br />

OBP II 1996 USD 1 000 882<br />

OBP II Annex 2002 USD 2 848 3 013<br />

OBP II Adj. 1996 USD 6 000 5 561<br />

OBP III 1999 USD 3 600 3 792<br />

OBP III Adjunct 1999 USD 14 400 14 786<br />

OBP IV 2001 USD 12 000 10 706<br />

Sofi nnova Venture III 1998 EUR 2 284 2 284<br />

Sofi nnova Venture IV 2000 EUR 10 000 10 000<br />

Sofi nnova Venture V (FR) 2005 EUR 7 500 7 500<br />

Total Life Sciences 79 859 5 548 37 093<br />

INFRASTRUCTURE<br />

DG Infra+ 3 <strong>2007</strong> EUR 30 000 30 000<br />

Total Infrastructure 30 000 27 413 2 588


34. OFF-BALANCE SHEET OBLIGATIONS AND MAJOR PENDING LITIGATIONS (IN EUR 000) - CONTINUED<br />

Name fund Year Currency Total<br />

commitment<br />

Total<br />

commitment 1<br />

INFORMATION &<br />

COMMUNICATION TECHNOLOGY<br />

AIC 2000 EUR 1 250 1 250<br />

Alta Berkeley V 1996 EUR 2 000 2 000<br />

Alta Berkeley VI 2000 EUR 3 000 3 045<br />

Baekelandfonds 1999 EUR 1 200 1 200<br />

Charles River 07 1998 USD 2 500 2 009<br />

Charles River 08 1999 USD 2 000 1 827<br />

Charles River 09 1999 USD 3 000 3 008<br />

Charles River 10 2000 USD 5 460 5 560<br />

Charles River 11 2000 USD 3 677 3 365<br />

Galileo II 1998 EUR 2 287 2 287<br />

Galileo II B 2002 EUR 360 360<br />

Galileo III 2000 EUR 3 150 3 150<br />

Genesis III 2000 USD 10 000 7 030<br />

<strong>Gimv</strong>-Arkiv ICT Fund2 2006 EUR 15 100 15 100<br />

I-source 2006 EUR 5 000 5 000<br />

IT Partners 1997 EUR 7 442 7 442<br />

MTV I 1997 USD 5 000 4 556<br />

MTV III 2000 USD 2 675 2 579<br />

Pacven Walden III 1997 USD 1 000 828<br />

Pacven Walden IV 1998 USD 2 000 1 977<br />

Pacven Walden V 2001 USD 1 920 1 713<br />

Sofi nnova Venture V (USA) 2000 USD 3 500 3 367<br />

Outstanding<br />

commitment on<br />

31/03/08<br />

Value on<br />

31/03/08<br />

Total ICT 78 654 22 372 16 123<br />

Overall total 574 213 253 223 134 109<br />

1 Amounts already paid are recorded in historical exchange rates, amounts still payable are recorded at the exchange rate on 31 March <strong>2007</strong><br />

2 These funds are being managed by a management company in majority owned by <strong>Gimv</strong><br />

3 This fund is being managed by a management company of which <strong>Gimv</strong> owns 50 percent<br />

| 147


35. DIRECTORS’ <strong>REPORT</strong> ON THE STATUTORY<br />

CONSOLIDATION FIGURES<br />

Comments on the fi nancial statements<br />

Income statement<br />

The net profi t of <strong>Gimv</strong> (group’s share) for the <strong>2007</strong>-<strong>2008</strong> fi nancial<br />

year amounts to EUR 168.0 million compared with a net<br />

profi t of EUR 241.3 million for the 2006-<strong>2007</strong> fi nancial year<br />

(15 months). The profi t refl ects both the divestments made at<br />

above the latest carrying value and the favourable development<br />

of the value of the <strong>Gimv</strong> portfolio.<br />

Under IFRS, <strong>Gimv</strong>’s profi t is largely based on the movement in<br />

the value of the portfolio, including both realized and unrealized<br />

value movements. Added to this is the profi t of the companies<br />

included in the statutory consolidation, after deconsolidating<br />

any divestments.<br />

In the <strong>2007</strong>-<strong>2008</strong> fi nancial year, realized and unrealized value<br />

movements of EUR 162.7 million were recorded. The difference<br />

with the EUR 165.4 million in the limited consolidation<br />

can be explained mainly by the elimination of the unrealized<br />

value movements of the companies included in the statutory<br />

consolidation.<br />

The other operating result* amounts to EUR 30.9 million. This<br />

fi gure conceals, however, major differences in its composition<br />

compared with the - EUR 9.4 operating result shown in the<br />

limited consolidation. The fact is that by including in the statutory<br />

consolidation the companies listed in item 5.1., page 112,<br />

<strong>Gimv</strong> is suddenly confronted with considerably higher fi gures<br />

for turnover, personnel costs, depreciation of tangible assets<br />

and other operating costs compared with the fi gures recorded<br />

in the limited consolidation.<br />

Together with the fi nancial result of EUR -0.1 million, and after<br />

deduction of taxes (EUR 8.1 million) and minority interests<br />

(EUR 17.4 million), <strong>Gimv</strong> realised a net profi t (group’s share) of<br />

EUR 168.0 million in the <strong>2007</strong>-<strong>2008</strong> fi nancial year.<br />

Balance sheet<br />

Assets<br />

Non-current assets<br />

Non-current assets in the statutory consolidation rose to<br />

EUR 1 119.0 million, compared with EUR 955.3 million at<br />

31 March <strong>2007</strong>. Goodwill and other intangible assets almost<br />

doubled to EUR 308.1 million (+ EUR 138.5 million) following<br />

the acquisitions of Numac, TerStal and Lintor-Verbinnen and<br />

the add-on acquisitions at HVEG Investments (ex LowLand<br />

Fashion). On top of this come the inclusion in the consolidation<br />

of the purchasing holdings and the deconsolidation of Bever<br />

Zwerfsport, Geveke and Hebu, which have since been sold. This<br />

increases property, plant and equipment from EUR 53.2 million<br />

to EUR 90.5 million. Financial assets at fair value through profi t<br />

and loss and loans to companies in the investment portfolio<br />

fell by EUR 28.2 million to EUR 719.2 million, mainly because<br />

divestments well outweighed investments during the past fi -<br />

nancial year. The difference of EUR 129.0 million between the<br />

fi nancial assets in the statutory and the limited consolidations<br />

corresponds to the fair value of the shareholdings that are consolidated<br />

in the statutory consolidation.<br />

* Dividends, interest, management fees, turnover and other operating income, after<br />

deducting services and other goods, personnel costs, amortisation of intangible<br />

assets, depreciation of property, plant and equipment and other operating costs.<br />

148 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Statutory consolidation<br />

Current assets<br />

In the <strong>2007</strong>-<strong>2008</strong> fi nancial year, current assets rose sharply<br />

by EUR 119.2 million to EUR 718.1 million. The EUR 50.3 million<br />

of inventories shown in the balance sheet come entirely<br />

from the buy-outs consolidated in the statutory consolidation.<br />

This amount is somewhat higher than at 31 March <strong>2007</strong>. Trade<br />

receivables almost doubled to EUR 116.7 million. These derive<br />

primarily from the buy-out shareholdings included in the statutory<br />

consolidation. This explains the considerable difference with<br />

the amount of the trade receivables in the limited consolidation<br />

(EUR 17.2 million).<br />

There was also a decrease in loans to investee companies<br />

(EUR 4.8 million vs. EUR 46.5 million) and a sharp increase in<br />

cash and cash equivalents from EUR 452.5 million at 31 March<br />

<strong>2007</strong> to EUR 538.4 million at 31 March <strong>2008</strong>. The latter is the<br />

net effect of divestments, investments, loan repayments and<br />

dividend payments.<br />

Equity and liabilities<br />

Equity<br />

Equity increased from EUR 1 285.5 million to EUR 1 366.3 million.<br />

This amount includes the equity of the limited consolidation,<br />

which rises with the profi t for the fi nancial year (EUR 185.4<br />

million) after payment of dividends of EUR 112.4 million (the<br />

fi nal dividend in respect of the <strong>2007</strong>-<strong>2007</strong> fi nancial year that<br />

was paid in July <strong>2007</strong> and the interim dividend in respect of the<br />

<strong>2007</strong>-<strong>2008</strong> fi nancial year that was paid in December <strong>2007</strong>).<br />

This consolidated equity fi gures also includes the reserves<br />

shown in the accounts of De Groot International Investments,<br />

Interbrush, HVEG Investments (formerly LowLand Fashion),<br />

Operator Groep Delft, Grandeco Wallfashion Group, Verlihold,<br />

Numac Investments and TerStal Investments, after eliminating<br />

any revaluations of these shareholdings in the <strong>Gimv</strong> group limited<br />

consolidation.<br />

Minority interests rose from EUR 26.0 million to EUR 51.2<br />

million, mainly from the consolidation of a number of new<br />

investments.<br />

Liabilities<br />

Total liabilities rose from EUR 268.8 million to EUR 470.9<br />

million.<br />

Non-current liabilities rose in the <strong>2007</strong>-<strong>2008</strong> fi nancial year<br />

to EUR 309.9 million (EUR 159.7 million at 31 March <strong>2007</strong>).<br />

This is the composite result of increased provisions (+ EUR 8.1<br />

million), a very sharp rise in fi nancial liabilities (+ EUR 141.4<br />

million) and a slight reduction in deferred taxation (- EUR 0.8<br />

million). The fi nancial liabilities fi gure stands in sharp contrast<br />

to the total absence of long-term fi nancial liabilities in the limited<br />

consolidation. This refl ects the presence of buy-out debts in<br />

the purchasing holdings included in the statutory consolidation.<br />

These are not, however, direct liabilities of <strong>Gimv</strong>. <strong>Gimv</strong>’s risk is<br />

limited to its investment in the various shareholdings.


Current liabilities rose by almost half to EUR 161.0 million, mainly<br />

due to a EUR 17.0 million increase in short-term fi nancial liabilities<br />

and a EUR 29.8 million rise in trade and other payables.<br />

Here too, short-term fi nancial liabilities stand in sharp contrast<br />

to the total absence of current fi nancial liabilities in the limited<br />

consolidation, for the same reasons as given above.<br />

Principal risks and uncertainties<br />

Credit risk<br />

The fi nancial assets consist mainly of unguaranteed investments<br />

in unlisted companies. The Board of Directors views the<br />

maximum credit risk as being the total value of the portfolio.<br />

The diversity of the portfolio allows the investment manager to<br />

control the credit risk by taking into account the specifi c features<br />

of the underlying assets.<br />

Liquidity risk<br />

Given its balance sheet structure the <strong>Gimv</strong> group, excluding the<br />

buy-outs included in the consolidation, has a very positive net<br />

cash position. There are therefore no risks related to fi nancings.<br />

The buy-outs included in the consolidation do have debts, for<br />

which the <strong>Gimv</strong> group has not given any joint and liable guarantee.<br />

<strong>Gimv</strong> does keep watch, however, to ensure that these<br />

buy-out companies build in suffi cient margin and do not incur<br />

any liabilities which could exceed their expected repayment<br />

capacities in normal circumstances. Given this situation, the<br />

Board of Directors views the liquidity risk as limited.<br />

Price risk<br />

The valuation of the unlisted investments depends on a number<br />

of market-related elements and the results of the enterprises in<br />

question. <strong>Gimv</strong> does not hedge the market risk inherent in the<br />

portfolio, but manages the risks specifi c to each investment.<br />

Interest risk<br />

Interest on outstanding mezzanine instruments is almost always<br />

fi xed for the entire life of the loan. The market interest rate can,<br />

though, have a signifi cant impact on the valuation of the buyout<br />

portfolio, given that these are mostly leveraged buy-outs.<br />

This risk is part of the business risk, along with the results<br />

of the shareholdings themselves and the available fi nancing<br />

possibilities.<br />

Market risk<br />

Given that the <strong>Gimv</strong> group reports its fi nancial assets at market<br />

value, there is no difference between the reported carrying<br />

value and market value.<br />

Signifi cant events after balance sheet closing date<br />

In mid-May, <strong>Gimv</strong> sold its shareholding in Westerlund Group, a<br />

Belgian logistics company that specializes in wood products, to<br />

international investment and consulting fi rm Babcock & Brown.<br />

This sale adds EUR 9.2 million (EUR 0.40 per share) to the<br />

value of <strong>Gimv</strong>’s equity at 31 March <strong>2008</strong>.<br />

<strong>Gimv</strong> has also made a USD 7 million follow-up investment in<br />

CoreOptics, a German-US company in the optical networks sector.<br />

Finally, EUR 3 million has been invested in Openbravo, a<br />

Spanish company that develops open-source ERP software.<br />

Outlook<br />

The earnings of <strong>Gimv</strong> as an investment company are dependent<br />

on the evolution of the value of the companies in which <strong>Gimv</strong><br />

participates. Given that this value is dependent on various factors,<br />

like the evolution of fi nancial markets, it is impossible to<br />

make any realistic statement as to the prospects of the group.<br />

Research and development<br />

<strong>Gimv</strong> and its consolidated subsidiaries did not undertake any<br />

research and development activities during the past year.<br />

Financial risks and the use of fi nancial instruments<br />

Currency hedging<br />

Without the buy-outs the <strong>Gimv</strong> group had on 31 March <strong>2008</strong><br />

a currency risk of EUR 111 064 (USD 138 899, GBP 12 978<br />

and CHF 10 793). <strong>Gimv</strong> is aiming to hedge the currency risk on<br />

the USD in full in an appropriate way in the longer term. With<br />

this intention, <strong>Gimv</strong> carried out between 2005 and <strong>2008</strong> various<br />

hedging operations covering the period 2006 to 2010. On<br />

31 March <strong>2008</strong>, USD 65 300 (47 percent of the USD risk) was<br />

covered by a combination of various instruments. These hedges<br />

produced a positive result of EUR 4 741. In the buy-outs, foreign<br />

exchange contracts are concluded to cover purchasing and<br />

sales transactions. Interest rate risks on loans are hedged.<br />

Financial instruments are used by <strong>Gimv</strong> to cover risks that are<br />

not part of <strong>Gimv</strong>’s core activities.<br />

On behalf of the Board of Directors, 20 May <strong>2008</strong><br />

Herman Daems and Leo Victor, director.<br />

| 149


36. AUDITOR’S <strong>REPORT</strong> (IN EUR 000)<br />

Statutory auditor’s report to the General Meeting of<br />

shareholders of <strong>Gimv</strong> NV on the statutory consolidated<br />

fi nancial statements for the year ended 31 March <strong>2008</strong><br />

In accordance with the legal requirements, we report to you on<br />

the performance of our mandate of statutory auditor. This report<br />

contains our opinion on the statutory consolidated fi nancial<br />

statements as well as the required additional comments.<br />

Unqualifi ed opinion on the statutory consolidated fi nancial<br />

statements<br />

We have audited the statutory consolidated fi nancial statements<br />

of <strong>Gimv</strong> NV and its subsidiaries (collectively referred to as ‘the<br />

Group’) for the accounting period ended 31 March <strong>2008</strong>,<br />

prepared in accordance with International Financial Reporting<br />

Standards (IFRS) as adopted by the European Union, and with<br />

the legal and regulatory requirements applicable in Belgium.<br />

These statutory consolidated fi nancial statements comprise<br />

the consolidated balance sheet as at 31 March <strong>2008</strong>, and the<br />

consolidated statements of income, cash fl ows and changes<br />

in equity for the accounting period ended 31 March <strong>2008</strong>, as<br />

well as the summary of signifi cant accounting policies and other<br />

explanatory notes. The consolidated balance sheet total shows<br />

total assets of EUR 1 837 167 and the consolidated statement of<br />

income shows a profi t, share of the Group, of EUR 168 018.<br />

Responsibility of the board of directors for the preparation<br />

and fair presentation of the statutory consolidated fi nancial<br />

statements<br />

Responsibility for the preparation and fair presentation of the<br />

statutory consolidated fi nancial statements lies with the Board of<br />

Directors. This responsibility includes: designing, implementing<br />

and maintaining internal control relevant to the preparation and<br />

fair presentation of statutory consolidated fi nancial statements<br />

that are free from material misstatement, whether due to fraud<br />

or error; selecting and applying appropriate accounting policies;<br />

and making accounting estimates that are reasonable in the<br />

circumstances.<br />

Responsibility of the statutory auditor<br />

Our responsibility is to express an opinion on these statutory<br />

consolidated fi nancial statements based on our audit. We conducted<br />

our audit in accordance with the legal requirements<br />

and the auditing standards applicable in Belgium, as issued<br />

by the Institute of Registered Auditors (Institut des Réviseurs<br />

d’Entreprises/Instituut van de Bedrijfsrevisoren). Those standards<br />

require that we plan and perform the audit to obtain reasonable<br />

assurance whether the statutory consolidated fi nancial<br />

statements are free from material misstatement.<br />

In accordance with these standards, we have performed audit<br />

procedures to obtain audit evidence about the amounts and disclosures<br />

in the statutory consolidated fi nancial statements. The<br />

procedures selected depend on our judgment, including the<br />

assessment of the risks of material misstatement of the statutory<br />

consolidated fi nancial statements, whether due to fraud or error.<br />

In making those risk assessments, we take into account the existing<br />

internal control regarding the Group’s preparation and fair<br />

presentation of the statutory consolidated fi nancial statements<br />

in order to design audit procedures that are appropriate in the<br />

circumstances, but not for the purpose of expressing an opinion<br />

on the effectiveness of the Group’s internal control. We have<br />

evaluated the appropriateness of accounting policies used, the<br />

reasonableness of signifi cant accounting estimates made by the<br />

150 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Statutory consolidation<br />

Group and the presentation of the statutory consolidated fi nancial<br />

statements, taken as a whole. Finally, we have obtained from<br />

the Board of Directors and the Group’s offi cials the explanations<br />

and information necessary for executing our audit procedures.<br />

We believe that the audit evidence we have obtained is suffi cient<br />

and appropriate to provide a basis for our opinion.<br />

Opinion<br />

In our opinion, the statutory consolidated fi nancial statements<br />

give a true and fair view of the Group’s fi nancial position as<br />

at 31 March <strong>2008</strong> and of the results of its operations and its<br />

cash fl ows for the year ended on this date, in accordance with<br />

IFRS as adopted by the European Union, and with the legal and<br />

regulatory requirements applicable in Belgium.<br />

Additional comments<br />

The preparation and the content of the directors’ report on the<br />

consolidated fi nancial statements are the responsibility of the<br />

Board of Directors.<br />

Our responsibility is to include in our report the following<br />

additional comments, which do not modify the scope of our<br />

opinion on the statutory consolidated fi nancial statements:<br />

The directors’ report on the statutory consolidated fi nancial<br />

statements covers the information required by law and is consistent<br />

with the statutory consolidated fi nancial statements.<br />

We are, however, unable to comment on the description of the<br />

principal risks and uncertainties which the entities included in<br />

the consolidation are facing, and on their fi nancial situation,<br />

their foreseeable evolution or the signifi cant infl uence of certain<br />

facts on their future development. We can nevertheless<br />

confi rm that the matters disclosed do not present any obvious<br />

inconsistencies with the information that we became aware of<br />

during the performance of our mandate.<br />

Antwerp, 22 May <strong>2008</strong><br />

Ernst & Young Bedrijfsrevisoren BCVBA<br />

Statutory auditor<br />

represented by<br />

Rudi Braes<br />

Partner


37. CONNECTION BETWEEN LIMITED AND STATUTORY CONSOLIDATION<br />

Connection between equity<br />

(attributable to shareholders of the parent company)<br />

31/03/08 31/03/07<br />

Limited consolidation 1 327 554 1 278 526<br />

Inclusion of Bever Zwerfsport Investments - -6 185<br />

Inclusion of De Groot International Investments -8 714 -7 449<br />

Inclusion of Geveke Investments - -6 881<br />

Inclusion of Grandeco Wallfashion Group 251 -<br />

Inclusion of Hebu Investments - 668<br />

Inclusion of Interbrush 641 139<br />

Inclusion of HVEG Investments (former Lowland Fashion) 2 778 718<br />

Inclusion of Numac Investments -246 -<br />

Inclusion of Operator Group Delft -6 221 26<br />

Inclusion of TerStal Investments -319 -<br />

Inclusion of Verlihold -600 -<br />

Statutory consolidation 1 315 124 1 259 562<br />

Connection between the result<br />

(attributable to shareholders of the parent company)<br />

31/03/08 31/03/07<br />

Limited consolidation 161 432 249 319<br />

Inclusion of Bever Zwerfsport Investments 6 184 -8 867<br />

Inclusion of De Groot International Investments -1 270 -7 927<br />

Inclusion of Geveke Investments 6 880 -5 955<br />

Inclusion of Grandeco Wallfashion Group 251 -<br />

Inclusion of Konrad Hornschuch - 13 279<br />

Inclusion of Hebu Investments -668 669<br />

Inclusion of Interbrush 2 180 139<br />

Inclusion of HVEG Investments (former Lowland Fashion) 2 115 608<br />

Inclusion of Numac Investments -246 -<br />

Inclusion of Operator Group Delft -7 921 26<br />

Inclusion of TerStal Investments -319 -<br />

Inclusion of Verlihold -600 -<br />

Statutory consolidation 168 017 241 290<br />

The main difference between the limited and the statutory consolidations<br />

lies in the fact that the statutory consolidation fully<br />

consolidates a number of companies in place of showing them<br />

at fair value, as in the limited consolidation.<br />

In the 2006-<strong>2007</strong> fi nancial year the companies concerned<br />

were Bever Zwerfsport Investments, De Groot International<br />

Investments, Geveke Investments, Hebu Investments,<br />

Interbrush, HVEG Investments (formerly LowLand Fashion)<br />

and Operator Groep Delft. In <strong>2007</strong>-<strong>2008</strong> they were again De<br />

Groot International Investments, Interbrush, HVEG Investments<br />

and Operator Group Delft and also Grandeco Wallfashion<br />

Group, Verlihold, Numac Investments and TerStal Investments.<br />

The shareholdings in Bever Zwerfsport Investments, Geveke<br />

Investments and Hebu Investments were sold in the course of<br />

the past fi nancial year.<br />

| 151


UNCONSOLIDATED<br />

FINANCIAL STATEMENTS<br />

1. BALANCE SHEET AFTER DISTRIBUTION OF PROFIT GIMV NV (IN EUR 000)<br />

Assets<br />

152 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Unconsolidated fi nancial statements<br />

31/03/08 31/03/07 31/12/05 31/12/04 31/12/03<br />

FIXED ASSETS 685 469 654 459 638 504 697 806 830 670<br />

I. Intangible fi xed assets 115 167 176 256 268<br />

II. Tangible fi xed assets 4 317 4 338 4 806 5 285 5 753<br />

A. Land and buildings 3 931 4 001 4 400 4 746 5 112<br />

B. Plant, machinery and equipment 3 4 64 91 86<br />

C. Furniture and vehicles<br />

F. Assets under construction and<br />

382 333 341 448 555<br />

advance payments - - - - -<br />

IV. Financial fi xed assets 681 036 649 954 633 522 692 265 824 650<br />

A. Affi liated enterprises 341 109 257 549 247 449 226 466 339 431<br />

1. Shares 244 127 83 374 78 224 76 799 113 402<br />

2. Amounts receivable<br />

B. Enterprises linked by participating<br />

96 981 174 175 169 225 149 667 226 029<br />

interests 199 040 269 989 289 963 378 491 392 337<br />

1. Shares 159 158 238 396 246 202 267 882 295 356<br />

2. Amounts receivable 39 881 31 593 43 761 110 609 96 981<br />

C. Other fi nancial fi xed assets 140 886 122 416 96 110 87 308 92 882<br />

1. Shares<br />

2. Amounts receivable and cash<br />

122 823 117 613 93 955 84 819 90 877<br />

guarantees 18 062 4 803 2 155 2 489 2 005<br />

CURRENT ASSETS 505 747 482 283 459 452 322 939 51 661<br />

V. Amounts receivable after one year - - - - 3 883<br />

B. Other amounts receivable - - - - 3 883<br />

VII. Amounts receivable within one year 15 311 46 293 14 150 36 580 27 375<br />

A. Trade debtors 2 840 4 759 1 750 1 003 1 313<br />

B. Other amounts receivable 12 471 41 534 12 400 35 577 26 062<br />

VIII. Cash investments 452 395 347 491 412 077 260 900 17 382<br />

B. Other investments 452 395 347 491 412 077 260 900 17 382<br />

IX. Cash at bank and in hand 36 753 86 857 28 190 24 249 2 336<br />

X. Deferred charges and accrued income 1 287 1 642 5 034 1 210 685<br />

Total assets 1 191 216 1 136 742 1 097 956 1 020 745 882 332


1. BALANCE SHEET AFTER DISTRIBUTION OF PROFIT GIMV NV (IN EUR 000)<br />

Liabilities<br />

31/03/08 31/03/07 31/12/05 31/12/04 31/12/03<br />

EQUITY 993 567 1 048 753 1 010 078 891 246 781 877<br />

I. Capital 220 000 220 000 220 000 220 000 220 000<br />

II. Share premium account 1 1 1 1 1<br />

IV. Reserves 320 464 320 464 320 464 320 464 320 464<br />

V. Profi t carried forward 453 102 508 288 469 613 350 781 241 412<br />

VII. Provisions for liabilities and charges 6 988 4 092 5 169 4 395 5 259<br />

1. Pensions and similar obligations 621 600 534 448 366<br />

2. Taxes - - - - 3 524<br />

4. Other liabilities and charges 6 366 3 492 4 636 3 947 1 369<br />

LIABILITIES<br />

VIII. Amounts payable after one year - - - 37 500 51 028<br />

A. Long-term fi nancial debts - - - 37 500 50 000<br />

4. Credit institutions - - - 37 500 50 000<br />

5. Other loans - - - - -<br />

D. Other amounts payable - - - - 1 028<br />

IX. Amounts payable within one year<br />

A. Current portion of amounts payable<br />

189 009 83 889 82 688 80 949 43 796<br />

after one year - - - 13 528 871<br />

B. Financial debts - - - - 11 500<br />

1. Credit institutions - - - - -<br />

2. Other loans - - - - 11 500<br />

C. Trade debts 932 1 138 3 986 825 825<br />

1. Suppliers<br />

E. Taxes, payroll and related<br />

932 1 138 3 986 825 825<br />

obligations 11 812 11 821 2 231 14 630 -<br />

1. Taxes 24 144 10 4 184<br />

2. Payroll and social security 11 787 11 677 2 221 14 626 7 982<br />

F. Other amounts payable 176 264 70 930 76 471 51 966 22 435<br />

X. Accrued charges and deferred income 1 653 8 20 6 655 372<br />

Total liabilities 1 191 216 1 136 742 1 097 956 1 020 745 882 332<br />

| 153


2. PROFIT & LOSS ACCOUNT – GIMV NV UNCONSOLIDATED <strong>ANNUAL</strong> ACCOUNTS (IN EUR 000)<br />

CHARGES<br />

154 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Unconsolidated fi nancial statements<br />

31/03/08 31/03/07 31/12/05 31/12/04 31/12/03<br />

A. Interest and other debt charges 541 301 657 3 103 6 098<br />

B. Other fi nancial charges 961 1 659 3 350 4 549 502<br />

C. Services and other goods<br />

D. Payroll, social security charges and<br />

9 115 11 165 6 261 8 045 5 624<br />

pensions 10 923 19 571 2 068 11 882 5 330<br />

E. Other operating charges<br />

F. Depreciation and write-downs on<br />

formation expenses, tangible and<br />

808 1 065 474 689 747<br />

intangible fi xed assets 450 745 676 842 1 014<br />

G. Write-downs on 78 910 72 302 150 376 50 694 77 451<br />

1. fi nancial fi xed assets 68 921 70 895 150 330 49 664 76 730<br />

2. current assets 9 989 1 407 46 1 032 721<br />

H. Provisions for liabilities and charges 2 896 66 1 074 2 660 327<br />

I. Losses on the disposal of 917 2 543 437 1 623 556<br />

1. fi nancial fi xed assets 917 2 543 435 1 623 555<br />

2. current assets 0 - 2 - 1<br />

J. Extraordinary charges 287 19 - - -<br />

K. Taxes - - - - 23<br />

L. Profi t / loss for the fi nancial year 45 860 135 627 200 720 164 760 258 562<br />

INCOME<br />

A. Income from fi nancial fi xed assets 10 860 33 584 74 433 33 624 36 443<br />

1. Dividends 1 017 20 422 66 895 25 327 25 475<br />

2. Interest 9 843 13 162 7 538 8 297 10 968<br />

B. Income from current assets 19 962 19 011 8 829 3 142 909<br />

C. Other fi nancial income 78 1 663 372 315 113<br />

D. Income from services provided 6 697 9 788 3 724 3 405 2 668<br />

E. Other operating income 2 230 273 8 103 212 665<br />

G. Write-back of write-downs on 20 499 76 886 193 515 36 867 36 552<br />

1. fi nancial fi xed assets 20 321 76 118 193 418 36 681 35 499<br />

2. current assets<br />

H. Write-back of provisions for liabilities<br />

178 768 97 186 1 053<br />

and charges - 1 144 - - 98<br />

I. Capital gains on the disposal of 91 341 102 551 76 298 167 717 275 879<br />

1. fi nancial fi xed assets 91 341 102 551 76 298 167 705 275 566<br />

2. current assets - - - 13 313<br />

J. Extraordinary income 2 11 820 13 256<br />

K. Adjustment of income taxes - 153 - 3 565 2 651


GLOSSARY<br />

Blue chip:<br />

a company that is well known and fi nancially reliable.<br />

Call option:<br />

an option that gives the buyer the right to purchase the<br />

underlying security at a pre-set price at a future date.<br />

Carried interest (carry):<br />

the share of the profi t that is paid to the management of a<br />

private equity fund.<br />

Corporate Governance:<br />

rules and behaviours constituting good governance that companies<br />

need to adopt and for which they must give account<br />

(Belgian Corporate Governance code - www.corporategovernancecommittee.be).<br />

Due diligence:<br />

the in-depth analysis and assessment of the commercial,<br />

legal, fi nancial, technical and environmental aspects of a<br />

company targeted for investment.<br />

EBITDA:<br />

earnings before interest, taxes, depreciation and amortization<br />

= operating cash fl ow.<br />

Early stage fi nancing:<br />

fi nancing of companies which have developed their products,<br />

but need additional fi nancial resources to bring them to<br />

market and sell them. Companies at this stage are not yet<br />

developing profi ts.<br />

Exit:<br />

the termination of an investment as private equity investor by<br />

means of IPO, trade sale or secondary buy-out.<br />

Follow-on investment:<br />

investment in a company that has already received venture<br />

capital fi nancing.<br />

Free fl oat:<br />

the portion of a company’s share capital that is freely negotiable<br />

on the stock market.<br />

Growth fi nancing / growth capital:<br />

capital that is invested in an expanding company. These funds<br />

can be used to increase production capacity, for product<br />

development, for marketing or to provide additional working<br />

capital.<br />

Initial Public Offering (IPO):<br />

the introduction (fl otation) of a company onto a stock<br />

exchange.<br />

Internal Rate of Return (IRR):<br />

the return on a yearly basis on an investment.<br />

Lead investor:<br />

the investor in a private equity fi nancing round that makes the<br />

largest investment and is the most involved in the fi nancing<br />

project.<br />

Management buy-out (MBO):<br />

fi nancing where a company’s existing management takes over<br />

a company together with an external fi nancier.<br />

Mezzanine fi nancing:<br />

fi nancing with subordinated loans or convertible bonds. The<br />

risk level of this type of fi nancing lies midway between equity<br />

and bank debt.<br />

Private equity:<br />

investment in non-listed companies.<br />

Put option:<br />

an option that gives the buyer the right to sell at a pre-set<br />

price at a future date.<br />

Risk capital:<br />

see venture capital.<br />

Secondary buy-out:<br />

an exit formula by which an investment company sells its<br />

shareholding in a company to another venture capital provider.<br />

Trade sale:<br />

the sale of a shareholding outside the stock market.<br />

Venture capital:<br />

capital fi nancing of young, fast growing companies.<br />

| 155


CONTACT INFORMATION &<br />

FINANCIAL CALENDAR<br />

CONTACT INFORMATION<br />

Offi ces<br />

Belgium<br />

<strong>Gimv</strong> NV<br />

Karel Oomsstraat 37<br />

2018 Antwerp<br />

Belgium<br />

Phone +32 3 290 21 00<br />

Fax +32 3 290 21 05<br />

Website www.gimv.com<br />

Enterprise number 0220.324.117<br />

Date of formation 25/02/1980<br />

Financial year 1 April – 31 March<br />

Financial servicing KBC Bank<br />

Listing Euronext Brussels<br />

Germany<br />

Halder Beteiligungsberatung GmbH<br />

Barckhausstrasse 12-16<br />

60325 Frankfurt am Main<br />

Germany<br />

Phone +49 69 24 25 33 0<br />

Fax +49 69 23 68 66<br />

Website www.halder-d.com<br />

France<br />

<strong>Gimv</strong> France SAS<br />

38, Avenue Hoche<br />

75008 Paris<br />

France<br />

Phone +33 1 58 36 45 60<br />

Fax +33 1 58 36 45 70<br />

Website www.gimv.fr<br />

Netherlands<br />

Halder Holdings BV<br />

Lange Voorhout 9<br />

2514 EA Den Haag<br />

Netherlands<br />

Phone +31 70 36 18 618<br />

Fax +31 70 36 18 616<br />

Website www.halder.nl<br />

Investor Relations & Press<br />

Frank De Leenheer<br />

Phone +32 3 290 22 18<br />

E-mail frankdl@gimv.be<br />

156 | <strong>Gimv</strong> Annual Report <strong>2007</strong>-<strong>2008</strong> | Contact information - Financial calendar<br />

FINANCIAL CALENDAR<br />

22 May <strong>2008</strong><br />

Press release, press and analysts’ meeting in respect of the<br />

<strong>2007</strong>-<strong>2008</strong> fi nancial year<br />

25 June <strong>2008</strong><br />

Ordinary General Meeting of Shareholders in respect of the<br />

<strong>2007</strong>-<strong>2008</strong> fi nancial year<br />

30 June <strong>2008</strong><br />

Ex-date of the <strong>2007</strong>-<strong>2008</strong> fi nal dividend<br />

2 July <strong>2008</strong><br />

Record date of the <strong>2007</strong>-<strong>2008</strong> fi nal dividend<br />

3 July <strong>2008</strong><br />

Payment date of the <strong>2007</strong>-<strong>2008</strong> fi nal dividend<br />

End July – early August <strong>2008</strong><br />

Business update fi rst quarter of the <strong>2008</strong>-2009 fi nancial year<br />

22 November <strong>2008</strong><br />

Press release, press and analysts’ meeting on the fi rst half of<br />

the <strong>2008</strong>-2009 fi nancial year<br />

On the <strong>Gimv</strong> websites you will fi nd, in Dutch (www.gimv.be)<br />

and English (www.gimv.com), the annual report, press releases,<br />

portfolio, the share price and other information on the <strong>Gimv</strong><br />

group.<br />

This entire document, with the exception of the Interview with<br />

the chairman and the CEO, constitutes the annual report.<br />

Only the Dutch language version of the annual report is the<br />

offi cial legal version. The English version is a translation of the<br />

original Dutch version.<br />

De Nederlandstalige versie van dit jaarverslag is beschikbaar bij<br />

<strong>Gimv</strong>, Karel Oomsstraat 37, 2018 Antwerpen of op onze website<br />

www.gimv.be.


Concept & design<br />

Concerto<br />

Photography<br />

Philippe Van Gelooven, Dimitri Lowette, Rob Keeris<br />

Getty Images, Corbis<br />

Copywriting<br />

Bodycopy, Kaat Van Bosstraeten<br />

Translation<br />

Lomax BVBA<br />

Printing<br />

Dereume Printing<br />

This annual report is printed on environment-friendly paper<br />

by a FSC certifi ed printer (www.fsc.org)


Belgium<br />

Karel Oomsstraat 37<br />

2018 Antwerp<br />

T. + 32 3 290 21 00<br />

France<br />

38, Avenue Hoche<br />

75008 Paris<br />

T. + 33 1 58 36 45 60<br />

Germany<br />

Barckhausstrasse 12-16<br />

60325 Frankfurt am Main<br />

T. + 49 69 2425.330<br />

Netherlands<br />

Lange Voorhout 9<br />

2514 EA Den Haag<br />

T. + 31 70 3618.618<br />

www.gimv.com

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