GROUPE BRUXELLES LAMBERT (GBL) / ELECTRAFINA

 

The shareholders of GROUPE BRUXELLES LAMBERT S.A. (GBL) and ELECTRAFINA, at their Extraordinary General Meetings on April 26th 2001, unanimously approved all the resolutions put before them in relation with the merger by absorption of GBL by ELECTRAFINA, in particular:

 

The division by 3 of the ELECTRAFINA stock;

The determination of the exchange ratio of 5 new ELECTRAFINA shares for 1 GBL share;

The change of the corporate name from ELECTRAFINA to GROUPE BRUXELLES LAMBERT (GBL).

Shareholders of GBL or ELECTRAFINA bearer shares are invited to present them for exchange, as from April 27th 2001, at the following banks:

-         in Belgium: BANQUE BRUXELLES LAMBERT, FORTIS BANQUE, KBC

-         in France: ING Bank (France)

-         in the Grand Duchy of Luxembourg: CEL, BIL

-         in the Netherlands: ING

according to the following arrangements:

§         5 new GBL shares (cum coupon n°. 1 and following) for 1 GBL share (cum coupon n°. 40 and following);

§         3 new GBL shares (cum coupon n°. 1 and following) for 1 ELECTRAFINA share (cum coupon n°. 16 and following);

§         GBL or ELECTRAFINA shareholders presenting shares with a VVPR strip for exchange will receive, in accordance with the exchange parity, new GBL shares with VVPR strips.

Pending physical issue of the new shares, transactions will be possible in representative form only.

Registered shares and VVPR strips and/or securities accounts will be exchanged automatically, at no charge to shareholders.

 

Bearer shares will also be physically exchanged at no cost to shareholders having deposited their shares at the counters of the banks nominated for the exchange.  Shares and VVPR strip coupon sheets will be available in denomination of 1, 5, 10, 25, 100 and 500 shares.

The issue of new GBL shares will be organised in such a way as to enable shareholders, who have complied with the exchange formalities on May 21st 2001 at the latest, to collect dividends for financial year 2000 on June 19th 2001.

Dividends in respect of former GBL and ELECTRAFINA shares will be paid by GBL, upon presentation of coupon n°. 1 of the new GBL share, at the rate of EUR 1.20 gross per share, equivalent to EUR 0.90 net per share and EUR 1.02 net per share with VVPR strip.

The new GBL shares and VVPR strip coupon sheets will be listed on Euronext Brussels effective April 27th 2001. Former GBL and ELECTRAFINA shares will be struck off the stock exchange’s listing after closing time on April 26th 2001.

The Banking and Financial Commission has granted an exemption from the obligation of publishing a prospectus in respect of this operation.

 

Additional information

·        GBL’s portfolio after the merger

- 29.9 % of RTL Group (which will be exchanged for 25 % of Bertelsmann AG)

- 3.2 % of Total Fina Elf (5.9 % of the voting rights)

- 7.3 % of Suez (12.8 % of the voting rights)

- 26.2 % of Imerys (20.5 % of the voting rights)

- 5.3 %  of Rhodia

·        GBL at the stock exchange after the merger

 

Number of shares representing the capital	138,300,053
Float	51.8%
Stock market capitalisation	Eur 8,326 Mio
Share price (*)	Eur 60.20

 

(*) Based on GBL’s opening share price this 26 April 2001 (EUR 301.00)

 

Documentation relating to the merger by absorption is available to the public free of charge at GBL corporate headquarters (tel. 02/547.24.28) and can also be consulted on GBL's internet site (http://www.gbl.be).