Regulated and Inside Information
Settlement Belgian Financial Services and
Market Authorities
To the shareholders:
London - 7 februari 2017 om 18:00 uur CET
The purpose of this notification is to inform shareholders of a settlement reached with the Belgian Financial Services and Market Authorities ("FSMA").
The FSMA has investigated the announcements by the Company from 22 May 2014 onwards regarding the payment of interim dividend. The FSMA found that by (1) publicly announcing the intent to pay a dividend of 0,25 euro per share and (2) by concretizing that intent through the announcement that 0,19 euro per share would be paid on 15 July 2014 and (3) the subsequent announcement that this payment would be delayed to 30 July 2014, the Company (represented by the former board members) provided incorrect and misleading information, for which reason the Company was faced with a severe penalty.
This information is considered misleading because the Company (represented by the former board members) created an incorrect impression that it had sufficient funds to make the aforementioned dividend payment at a time when it did not meet the formal requirements applicable to companies with a statutory seat in England. The FSMA refers to the fact that formally approved interim accounts are required for interim dividend payments. Interim accounts were, however, only drafted by the former board members following the original dividend announcement.
The FSMA notes that the necessary and appropriate steps required to prevent the Company from paying a dividend for which the legal requirements were not met, were taken by the current board members. The current board was also found to have informed the market of the above in a timely fashion.
In consideration of the facts and the financial position of the Company, a settlement was reached with the FSMA for an amount of EUR 125.000. The settlement will also be announced on the FSMA website. See for the full text of the settlement http://www.fsma.be/nl/Supervision/sanc.aspx, below 'Minnelijke schikkingen' (Dutch version) or http://www.fsma.be/fr/Supervision/sanc.aspx below 'Règlements transactionnels' (French version).
Despite the fact that the amount is substantial, the payment will not alter the financial forecast for the Company as set out in the Interim Financial Statements 2016, published on 30 September 2016. The Board will review whether the settlement amount can be recovered from the former board members.
Board of Directors
Mr. P. Zwart (CEO)
Mr. W. Bouma
Mr. A. van Raak