NOTICE PUBLISHED BY THE FSMA PURSUANT TO ARTICLE 7 OF THE ROYAL DECREE OF 27 APRIL 2007 ON PUBLIC TAKEOVER BIDS
The FSMA hereby publishes, pursuant to Article 7 of the Royal Decree of 27 April 2007 on public takeover bids (the “Takeover Decree”), the notice which it received on 15 June 2026 in accordance with Article 5 of the Takeover Decree concerning the intention of Gramo BV, a private limited liability company under Belgian law, having its registered office at Vlaanderenstraat 2, 8800 Roeselare, and registered with the Crossroads Bank for Enterprises (RLE Ghent, division Kortrijk) under enterprise number 0808.448.676 (the “Bidder” or “Gramo”), to launch a mandatory public takeover bid in cash (the “Offer”) for all securities with voting rights or giving access to voting rights issued by Deceuninck NV, a public limited liability company under Belgian law, having its registered office at Bruggesteenweg 360, 8830 Hooglede, and registered with the Crossroads Bank for Enterprises (RLE Ghent, division Kortrijk) under enterprise number 0405.548.486, whose shares are listed on Euronext Brussels (ISIN: BE0003789063) (“Deceuninck”), which are not already held by the Bidder or its affiliated persons.
As at the announcement date pursuant to Article 8 of the Takeover Decree on 9 June 2026, the Bidder, together with its affiliated persons, held 41,558,930 shares (or 29.99%) of Deceuninck.
The obligation to launch a mandatory public takeover bid results from the acquisition of 1,050,000 additional shares on 11 June 2026, following the exercise of 1,050,000 warrants. The total participation held by the Bidder (and its affiliated persons) thereby amounts to 42,608,930 shares (or 30.52%).
The Offer relates to all securities with voting rights or giving access to voting rights of Deceuninck that, as at the date of the notification, are not yet held by the Bidder or its affiliated persons, being, at the date of this notice, a total of 96,986,330 shares (or 69.48%).
The Offer is made at a price of EUR 2.11 per share.
Deceuninck has issued 5,369,940 outstanding warrants, which are non-transferable and some of which are non-exercisable. The valuation of these securities will be included in the prospectus.
The Offer is unconditional.
The Bidder has no intention to voluntarily reopen the Offer or to reopen it in the form of a simplified squeeze-out offer within the meaning of Articles 42 and 43 juncto 57 of the Takeover Decree.