On 30 July 2018, the extraordinary general meeting of ARKimedes Fund NV (hereinafter ARKimedes Fund) decided to dissolve and liquidate the company.
Upon dissolution of the company, the shareholders of ARKimedes Fund enjoyed a regional guarantee of 90% on the price at issuance (being 90% of 250 euros per share, less the amount of an advance on the liquidation bonus from available cash of ARKimedes Fund that the shareholders received before they could claim the regional guarantee). Payment of the regional guarantee was subject to 0.35% stock exchange tax, however. Available cash amounted to €22 million. This cash was paid out to all ARKimedes Fund shareholders on 14 September 2018. Per share, 72.18 euros was thus paid out.
Subsequently, shareholders had the choice between:
exchange their shares at 152.82 euros per share, being the amount of the regional guarantee of 225 euros per share less an amount of 72.18 euros per share, which they had already received as an advance on the liquidation balance. On this amount they will then pay 0.35% stock exchange tax, i.e.
remain shareholders for the duration of the liquidation until the effective closure of the liquidation.
KPMG Advisory Burg. CVBA (hereinafter: KPMG) was appointed by ARKimedes-Fonds to estimate the realisation value of an ARKimedes-Fonds share and to assist the shareholders in their choice whether or not to exchange their shares for the amount of the regional guarantee less 72.18 euros.
Based on the valuation analysis it conducted, KPMG concluded that: “it is very unlikely that the realisation value (including interim capital distributions) will be above 225 euros per share. We wish to emphasise that the responsibility for the choice of the shareholders of ARKimedes Fund based on this conclusion lies with them.”
Shareholders who did not opt for the regional guarantee should wait for the closure of the liquidation before the remaining balance of the liquidation bonus can be distributed.
Shareholders who wished to claim the regional guarantee had to notify their financial institution by 15 October 2018.
A total of 289,240 out of 300,000 shares opted to take up the regional guarantee (96.4%).
By 15 December 2018, they received the balance of the regional guarantee (€152.82 per share).
The liquidator of ARKimedes Fund NV, in liquidation, reported on the state of the liquidation in accordance with Article 189a of the Companies Code:
- Liquidator’s report 31 January 2019 (Art. 189bis W.Venn.) (in Dutch)
- Liquidator’s report 30 July 2019 (Art. 189bis W.Venn.) (in Dutch)
- Liquidator’s report 30 July 2020 (Art. 2:96 WVV) (in Dutch)
- Notice by the liquidator 23 June 2021 (Distribution of second liquidation advance) (in Dutch)
- Liquidator’s report 30 Juli 2022 (Art. 2:96 WVV) (in Dutch)
The general meeting always takes place on the last Thursday of May, at 6pm. The location is mentioned in the annual notice. See also the publication in the Belgian Official Gazette (in Dutch) and in De Tijd (in Dutch).
To be admitted to the general meeting, holders of dematerialised shares at a registered office or branch of KBC Bank, Belfius Bank or ING Belgium must express their desire to attend the meeting. In exchange, they will receive an admission card for the general meeting.
With this access card the shareholders can, if they wish, obtain a copy of the agenda and accompanying documents from fifteen days before the general meeting at the address of ARKimedes Fund.
ARKimedes – liquidator
ARKimedes Management nv
ARKimedes Management nv, liquidator, represented by Mr Filip Lacquet