Partial demerger of CMB NV. into. and

Transcription

1 Partial demerger of CMB NV into CMB NV EXMAR NV and Admission to listing of all the 7,350,000 shares of Exmar and of 1,047,466 shares of CMB on the First Market of Euronext Brussels Organised by with the cooperation of

2 PARTIAL DEMERGER OF CMB NV INTO CMB NV EXMAR NV ADMISSION TO LISTING OF ALL THE 7,350,000 SHARES OF EXMAR AND OF 1,047,466 SHARES OF CMB ON THE FIRST MARKET OF EURONEXT BRUSSELS On March 27, 2003 and on May 19, 2003 the Board of Directors of CMB NV, a Belgian listed public limited liability company, whose registered office is in Antwerp, Belgium, decided to propose to CMB s shareholders the partial demerger of the company, by spinning off its Gas Transport Business into a new Belgian listed public limited liability company, Exmar NV. The demerger proposal will be submitted to an extraordinary general meeting of CMB to be held on June 20, The partial demerger of CMB will be effective (the "Closing of the Partial Demerger") upon approval of the demerger proposal and the incorporation of Exmar by the shareholders of CMB representing at least 75% of the votes validly cast at the aforementioned shareholders' meeting. The partial demerger of CMB will for tax and accounting purposes, however, have retroactive effect as of March 1, Until recently, CMB had 7,600,000 shares. On May 9, 2003, an extraordinary general meeting withdrew 250,000 CMB shares. At the time of the partial demerger, there are thus 7,350,000 CMB shares. One share in Exmar per CMB share will be distributed to CMB s shareholders, with dividend coupons nos. 1 to 30 attached. The total number of Exmar shares that will be issued will thus be 7,350,000. The shares of CMB before the partial demerger are currently traded on the First Market of Euronext Brussels under the symbol "CMB". Application has been made for the admission to listing of all of the shares of Exmar on the First Market of Euronext Brussels. The shares of Exmar are expected to be admitted to listing on the First Market of Euronext Brussels under the symbol "EXM". Subject to approval by Euronext Brussels, it is expected that the shares of Exmar will be listed and traded on the first banking day following the Closing of the Partial Demerger. Prior to the listing of the shares of Exmar on the First Market of Euronext Brussels, there will be no public market for the shares of Exmar. Application has also been made for the admission to listing of 1,047,466 shares of CMB on the First Market of Euronext Brussels. After the partial demerger, the shares of CMB will continue to be listed on the First Market of Euronext Brussels under the symbol CMB. This document is issued solely in connection with the admission to listing of all the shares of Exmar and 1,047,466 shares of CMB on the First Market of Euronext Brussels upon Closing of the Partial Demerger. It does not constitute, nor does it form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares or any other securities of CMB or Exmar or any options thereon or rights therein, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract therefore. The partial demerger and the listing of, and the trading and/or investing in, the shares of Exmar and the shares of CMB involve risks that are described in the "Risk Factors" section beginning on page 14 of this prospectus. Organised by Petercam with the cooperation of Fortis Bank KBC Bank On June 10, 2003, the Belgian Banking and Finance Commission ("Commissie voor het Bank- and Financiewezen" / "Commission Bancaire et Financière" or "CBF") approved this prospectus in respect of the admission to listing of all the 7,350,000 shares of Exmar and of 1,047,466 shares of CMB on the First Market of Euronext Brussels, by virtue of article 29ter 1 of the Belgian Royal Decree No. 185 of July 9, The approval of this prospectus does not imply any judgment by the Belgian Banking and Finance Commission on the merits or the quality of the transaction, and neither does it render any judgment on the position of the persons realizing the transaction. The notice prescribed by article 29 1 of the aforementioned Royal Decree has been published in the Belgian press. The admission to listing of all the shares of Exmar and 1,047,466 shares of CMB on the First Market of Euronext Brussels and this prospectus have not otherwise been notified, or submitted for approval, to any supervisory authority outside Belgium. This prospectus may therefore not be distributed to the public outside Belgium and no steps may be taken that would constitute, or result in, a public offering of the shares of Exmar and the shares of CMB outside Belgium. Date of this prospectus : June 10,

3 LEGENDS AND DISCLAIMERS DISCLAIMERS No dealer, salesperson or other person has been authorised to give any information or to make any representation not contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorised in any way whatsoever. Statements herein are made as of the date hereof. Without prejudice to applicable laws requiring supplements to this prospectus under certain circumstances, neither the delivery, nor the subsequent admission to listing of the shares of Exmar on the First Market of Euronext Brussels, shall under any circumstance create an implication that there has been no change in the affairs of CMB or Exmar since the date hereof or that the material information contained herein is correct as of any time subsequent to the date thereof. RESTRICTIONS The distribution of this prospectus and the offer or sale of the shares of Exmar subsequent to the admission to listing on the First Market of Euronext Brussels, if any, may be restricted by law in certain jurisdictions. Neither CMB or Exmar, nor Petercam represent that this prospectus may be lawfully distributed, or that the shares of Exmar may be lawfully offered, in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assume any responsibility for facilitating such distribution or offering. Accordingly, the shares of Exmar may not be offered or sold, directly or indirectly, and neither this prospectus nor any advertisement or other material may be distributed or published, in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the shares of Exmar to any person in any jurisdiction in which it is unlawful to make such offer or solicitation to such person. Persons in whose possession this prospectus or any shares of Exmar come, must inform themselves about, and observe, any such restrictions. This prospectus may not be supplied to the public in any jurisdiction outside Belgium in which any registration, qualification or other requirements exist or would exist in respect of the admission to listing of the shares of Exmar on the First Market of Euronext Brussels or any (public) offering of the shares of Exmar and, in particular, may not be distributed to the public in the United States, Canada, Japan and the United Kingdom. Any failure to comply with these restrictions may constitute a violation of U.S., Canadian, Japanese or U.K. securities laws or the securities regulations of other jurisdictions. The admission to listing of the shares of Exmar on the First Market of Euronext Brussels occurs outside the United States in reliance on Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act"). The shares of Exmar will not be registered under the Securities Act, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. This prospectus may not be issued or passed on in the United Kingdom to any person other than to a person who is of a kind described in Article 11(3) of the United Kingdom Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 (as amended) or who is a person to whom this prospectus may otherwise be lawfully issued or passed on. This prospectus may only be passed on in Canada or any of its provinces or in Japan or any of its territories to persons to whom the prospectus may lawfully be passed on in accordance with statutory exemptions in each relevant jurisdiction in Canada or Japan or pursuant to a discretionary exemption granted by the relevant Canadian and/or its provinces' or Japanese and/or its territories' securities regulatory authority. 2

4 LANGUAGE OF THE PROSPECTUS Pursuant to Belgian law, CMB is required to prepare this prospectus in Dutch. The Dutch version is the only version having evidential value in Belgium in connection with the admission of the shares of Exmar to listing on the First Market of Euronext Brussels. An English and French translation of the Dutch version of the prospectus has also been made. CMB has verified and is responsible for, and upon Closing of the Partial Demerger CMB and Exmar will be responsible for, the conformity of the English and French translation of the Dutch version of the prospectus. AVAILABILITY OF THE PROSPECTUS The Dutch version and the English and the French translation of the prospectus will be made available to the public at no costs with Petercam, Fortis Bank and KBC Bank. An electronic version of this prospectus is also available, for information purposes only, via the Internet on the Web-sites of CMB (address: Exmar (address: and Petercam (address: Only the printed prospectus, published in Belgium in accordance with the applicable rules and legislation, is legally valid and CMB, and upon Closing of the Partial Demerger, CMB and Exmar, will take no responsibility for the accuracy or correctness of the prospectus available via the Internet. Information contained on CMB and Exmar's Internet Web-site or any other Web-site, does not form part of this prospectus. NEED TO CONSULT A PROFESSIONAL ADVISOR The public, including possible investors, if any, must rely on their own examination of CMB, Exmar, and the admission to listing of the shares on the First Market of Euronext Brussels, including the merits and risks involved. Any summary or description set forth in this prospectus of legal provisions, corporate structurings or contractual relationships is for information purposes only and should not be construed as legal or tax advice as to the interpretation or enforceability of such provisions or relationships. In case of any doubt about the contents or the meaning of the information contained in this document, one should consult an authorised or professional person who specializes in advising on the acquisition of financial instruments. The shares of Exmar have not been recommended by any federal or state securities commission or regulatory authority in Belgium or elsewhere. FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements, including without limitation, statements containing the words "believes", "plans", "anticipates", "expects" and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements of CMB and Exmar, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, the public is cautioned not to place any undue reliance on such forward-looking statements. Without prejudice to applicable laws requiring supplements to this prospectus under certain circumstances, CMB and Exmar disclaim any obligation to update any such forward-looking statements in this prospectus to reflect future events or developments. RESPONSIBILITY FOR THE RELATIVE VALUATION Petercam accepts no responsibility whatsoever for the relative valuation of CMB and Exmar in the total value of CMB before the partial demerger. The relative valuation was based on a calculation of the relative value made by Fortis Bank and on a fairness opinion delivered by UBS Investment Bank. 3

5 TABLE OF CONTENTS DEFINITIONS PROSPECTUS SUMMARY RISK FACTORS CHAPTER I : INFORMATION ABOUT RESPONSIBILITIES FOR THE PROSPECTUS AND THE AUDIT OF THE FINANCIAL STATEMENTS Responsibility for the prospectus Audit of the financial statements Availability of documents about the partial demerger of CMB Legal adviser CHAPTER II : GENERAL INFORMATION ABOUT THE PARTIAL DEMERGER AND POST-DEMERGER EXCHANGE OPERATION Proposal for the partial demerger of CMB Rationale of the partial demerger General Spin-off of a mature business Diverging financing requirements and techniques Equity specialisation Differing cycles Individual incentive plan Description of the exchange operation Modalities and conditions of the partial demerger Legal Basis Allocation of assets and liabilities to Exmar Continuing relations between CMB and Exmar after the partial demerger Planned transactions after the partial demerger Allocation of shares Closing of the Partial Demerger Cost of the demerger and listing of the shares Lock-up agreements CHAPTER III : INFORMATION CONCERNING THE SHARES OF EXMAR AND THE ADMISSION TO LISTING ON THE FIRST MARKET OF EURONEXT BRUSSEL Information concerning the shares Rights attached to the shares Tax considerations Paying agents Admission of the shares of Exmar to the First Market of Euronext Brussels Application for admission of the shares of Exmar Start of trading The initial reference price of the shares upon start of the first separate trading of the shares Relative valuation of CMB and Exmar Table of contents

6 CHAPTER IV : INFORMATION ABOUT EXMAR General information Capital CMB s capital prior to the partial demerger Exmar s issued capital Authorised capital Acquisition of own shares Shareholder structure Management and supervision Corporate governance Composition of the Board of Directors and Management Committee Composition of the Audit Committee and the Nominating and Remuneration Committee Statutory auditor Consolidated remuneration of the Board of Directors and the statutory auditor Exmar s activities Field of activities Sector information Strategy Belgian flag tonnage tax Sales organisation Investment policy Group structure Human resources Pending disputes Environmental matters Pro forma consolidated accounts of Exmar as of December 31, 2001 and General Management s discussion and analysis of the pro forma accounts Detailed consolidated accounts Dividend policy Prospects for the current year CHAPTER V : INFORMATION ABOUT CMB (AFTER THE PARTIAL DEMERGER) Capital Issued capital Authorised capital Acquisition of own shares Application for Admission of 1,047,466 CMB Shares Shareholder structure CMB s activities Bocimar : Transport of dry bulk Euronav : Transport of crude oil Other activities Belgian flag tonnage tax Prospects for the current financial year Table of contents 5

7 CHAPTER VI : CONSOLIDATED FINANCIAL STATEMENTS OF CMB (BEFORE THE PARTIAL DEMERGER) General Consolidated accounts of CMB as of December 31, 2001 and Management discussion and analysis of the consolidated accounts Detailed consolidated accounts Subsequent events APPENDIX 1 : DEMERGER PROPOSAL APPENDIX 2 : APPENDIX 3 : REPORT BY THE BOARD OF DIRECTORS OF CMB ON THE DEMERGER OF MAY 19, STATUTORY AUDITOR S REPORT ON THE PROPOSED DEMERGER-LIKE TRANSACTION APPENDIX 4 : FAIRNESS OPINION - UBS INVESTMENT BANK APPENDIX 5 : MOST RECENT PRESS RELEASES Table of contents

8 DEFINITIONS CMB Public limited liability company Belgische Scheepvaartmaatschappij Compagnie Maritime Belge, abbreviated to CMB, whose registered office is at De Gerlachekaai 20, Antwerp Gas Transport Business Major Shareholders Exmar Exmar Group Closing of the Partial Demerger Indicative Relative Value The industrial gas shipping and offshore branch of activity, i.e. the activities directly or indirectly related to the transport of gas and offshore operations, and in particular CMB s interests in Exmar Lux, DV Offshore, CMB Shipping India, Internationaal Maritiem Agentschap and Marpos, the vessel Methania and the charters relating to the vessels Flanders Tenacity and Carli Bay The companies Saverco NV, Saverex NV and Victrix NV, controlled by Mr Marc Saverys, Mr Nicolas Saverys and Mrs Virginie Saverys and their families respectively. They hold 1,712,814, 1,557,326 and 684,171 shares respectively, representing 23.30%, 21.19% and 9.31% respectively of CMB s existing shares on the date of this prospectus (after the withdrawal of 250,000 shares and before the exchange operation) The new legal entity Exmar NV which will be incorporated upon the Closing of the Partial Demerger by the shareholders, with its registered office at De Gerlachekaai 20, Antwerp Exmar NV and those companies which are controlled by Exmar NV after the Closing of the Partial Demerger Realisation of the partial demerger upon the approval of the demerger proposal and the incorporation of Exmar by an extraordinary meeting of shareholders to be held on June 20, 2003 The precise relative value of CMB (after the partial demerger) and Exmar, which was fixed at 39% for Exmar and 61% for CMB after the partial demerger by the Board of Directors of CMB on the basis of market developments and expectations within the percentage range ( Relative Value Range ) determined by Fortis Bank on basis of the methodology described in Section 2.4 of Chapter III Should events occur which have a significant impact on the Indicative Relative Value between the date of this prospectus and the extraordinary shareholders meeting, the Board of Directors reserves the right to notify the shareholders of an adjusted Indicative Relative Value Relative Value Range Dwt Petercam The relative value of Exmar, set by Fortis Bank in a range between 35% and 40% of CMB before the partial demerger, and that of CMB after the partial demerger in a range between 60% and 65% Deadweight tonnage or load capacity of a vessel, including freight, supplies, fuel, crew, etc. Petercam NV, a company incorporated under Belgian law, whose registered office is at St.Goedeleplein 19, 1000 Brussels, Belgium Definitions 7

9 Fortis Bank KBC Bank UBS Investment Bank Fortis Bank NV, a company incorporated under Belgian law, whose registered office is at Warandeberg 3, 1000 Brussels, Belgium KBC Bank NV, a company incorporated under Belgian law, whose registered office is at Havenlaan 2, 1080 Brussels, Belgium UBS Limited, a company incorporated under English law, whose registered office is at Finsbury Avenue 1, London EC2M 2PP 8 Definitions

10 PROSPECTUS SUMMARY The following summary is qualified in its entirety, and should be read in conjunction with the detailed information and financial statements, including the notes thereto, appearing elsewhere in this prospectus. THE PARTIAL DEMERGER OF CMB CMB is a Belgian shipping group which has been listed on the First Market of Euronext Brussels (formerly the Brussels Stock Exchange) since 1911, under the symbol "CMB". Its shares are also included in the Next 150 index and the quality market segment Next Prime. In addition to holding activities, CMB s activities consist mainly of seaborne transport of dry bulk, crude oil and gas. On March 27, 2003, and on May 19, 2003, the Board of Directors of CMB decided to propose to CMB s shareholders the partial demerger of the company, by spinning off its Gas Transport Business into a new Belgian listed public limited liability company, Exmar NV ( Exmar ). The activities relating to the transport of dry bulk and of crude oil will remain within the original company, CMB. The demerger proposal will be submitted to an extraordinary shareholders' meeting of CMB to be held on June 20, The partial demerger of CMB will be effective (the "Closing of the Partial Demerger") upon approval of the demerger proposal and the incorporation of Exmar by the shareholders of CMB representing at least 75% of the votes validly cast at the aforementioned shareholders' meeting. The partial demerger will for tax and accounting purposes, however, have retroactive effect as of March 1, Until recently, CMB had 7,600,000 shares. On May 9, 2003, an extraordinary general meeting withdrew 250,000 CMB shares. At the time of the partial demerger, the number of CMB shares amounts thus to 7,350,000. The shareholders of CMB will receive one share in Exmar per CMB share, with dividend coupons nos. 1 to 30 attached. The total number of Exmar shares that will be distributed will thus be 7,350,000. The Board of Directors of CMB has also been informed that the approval of the partial demerger will be followed by a number of private exchange operations between the Major Shareholders of CMB and Exmar, whose representatives are also directors and members of the management committee of CMB, as to ensure that the management becomes more closely linked financially with the company where his or her management responsibility lies. Prospectus summary 9

11 EXMAR Exmar transports mainly LNG (liquefied natural gas), LPG (liquefied petroleum gas), ammonia (NH3) and petrochemical gases, and is considered as one of the leading independent gas transport companies in the world. The fleet currently operated by Exmar consists of 8 LNG tankers (of which 6 are under construction), 3 VLGCs (Very Large Gas Carriers), 28 midsize vessels (of which 5 are under construction), 3 ethylene vessels (Polar), 6 fully pressurized vessels (Lady class), 1 FPSO (Floating Production Storage and Offloading Unit) and 1 floating accommodation unit under construction. CMB (AFTER THE PARTIAL DEMERGER) After the partial demerger, CMB will consist of the following divisions: Bocimar transport of dry bulk For the transport of dry bulk goods (mainly coal, iron ore and grain) Bocimar operates a modern fleet consisting of owned and chartered-in vessels, mostly of the Capesize (> 140,000 dwt) and Panamax (60,000 to 80,000 dwt) type. Bocimar operates a fleet of 13 Capesize vessels (of which 4 are under construction). There are also 3 Panamax and 2 Handymax (40,000 to 60,000 dwt) units under construction. Euronav transport of crude oil Euronav operates a fleet of crude oil tankers which consists exclusively of vessels of the Very Large Crude Carriers or VLCC (> 250,000 dwt) type. The Euronav fleet currently consists of 10 VLCCs (of which 2 are under construction). Together with AP Møller, OSG, Osprey Maritime and Reederei Nord Klaus E. Oldendorff, Euronav is one of the partners in the Tankers International pool, which was set up in Holding This division will mainly include the following companies: CMB International (coordination centre), Reslea (real estate) and Hessenatie Logistics (logistics services). Following the demerger, CMB intends among other things to sell to Exmar 50% of the real estate company Reslea and its participating interest in the insurance broker Belgibo. 10 Prospectus summary

12 THE ADMISSION TO LISTING OF THE SHARES OF EXMAR ON THE FIRST MARKET OF EURONEXT BRUSSELS The admission to listing of the shares of Exmar on the First Market of Euronext Brussels: Trading of the shares of Exmar: Application has been made with Euronext Brussels for the admission to listing on the First Market of Euronext Brussels of all of the shares (under the symbol "EXM") of Exmar. Subject to approval by Euronext Brussels, it is expected that the shares of Exmar will be listed and traded separately on the first banking day following the Closing of the Partial Demerger. Prior to the listing of the shares of Exmar on the First Market of Euronext Brussels, there will be no public market for the shares. Currency of trading: Initial reference price of the shares: Expected initial reference price of the shares of Exmar: (Nominal) Value per share: Upon admission to listing on the First Market of Euronext Brussels, the shares of Exmar will be traded in Euro. As prior to the listing of the shares of Exmar, there will be no public market for such shares, Euronext Brussels will decide on an initial reference price of the shares of Exmar, upon which separate trading of the shares will start, as follows: the initial reference price of the shares of Exmar will be determined on the basis of the Indicative Relative Value, and the initial reference price of the shares of CMB after the partial demerger will be determined as the difference between the last closing price of the shares of CMB before the partial demerger, and the initial reference price of the shares of Exmar. It should be noted that the initial reference price of the respective shares might not be indicative for the prices that might prevail upon the start of the separate trading of the shares. In addition, the price of the shares of CMB before the partial demerger may also not be indicative for the price of the shares of Exmar and CMB (after the partial demerger) following the first listing on the First Market of Euronext Brussels. Absent substantial changes in market conditions between the date of this prospectus and the start of trading, the initial reference price of the shares of Exmar upon start of trading is expected to be comprised in a range between 35% and 40% of the price of CMB (before the partial demerger). As market conditions may differ upon the start of trading of the shares of Exmar, the aforementioned expected reference price range may differ from the actual initial reference price that will be established upon start of trading. Each share of Exmar will have no nominal value and will represent the same fraction value of the share capital of Exmar. Prospectus summary 11

13 Dividends and dividend The shares of Exmar are entitled to dividends, if any, payable with policy of Exmar: respect to the first financial year of Exmar, starting on March 1, 2003 and ending on December 31, 2003, and any subsequent financial year which will start on January 1 and end on December 31 of each calendar year. While the aim of Exmar will be to compensate its shareholders in an adequate way, the distribution of dividends will depend on Exmar's operating results, financial condition, capital requirements and other factors deemed relevant by the Board of Directors and the shareholders' meeting. Lock-up: The Major Shareholders (Saverex NV, Saverco NV and Victrix NV) have agreed that during a period of 180 days after the first listing of the Exmar shares, they will not offer for sale, sell, contract to sell or in any other way dispose of any Exmar shares that they hold on the date of the partial demerger and after the exchange operation, unless they have received the prior consent of Petercam. The same lock-up agreement has been entered into for CMB. The Major Shareholders (Saverex NV, Saverco NV and Victrix NV) have agreed that during a period of 180 days after the first listing of the CMB shares after the partial demerger, they will not offer for sale, sell, contract to sell or in any other way dispose of any CMB shares that they hold on the date of the partial demerger and after the exchange operation, unless they have received the prior consent of Petercam. 12 Prospectus summary

14 SELECTED SUMMARY PRO FORMA FINANCIAL INFORMATION OF EXMAR The following table sets forth summary pro forma financial information of Exmar for the years ended on December 31, 2001, and December 31, 2002, prepared in accordance with Belgian accounting principles or "Belgian GAAP". This information is based on the pro forma consolidated financial statements of Exmar that are included in Section 6 of Chapter IV of this prospectus. The pro forma consolidated financial statements for the years ending on December 31, 2001, and December 31, 2002, have not been audited, but have been subject to a limited review by KPMG Bedrijfsrevisoren, in accordance with the guidelines prescribed by l Institut des Réviseurs d Entreprises (the Belgian Institute of Company Auditors ). The data set forth below are qualified by reference to, and should be read in conjunction with, the pro forma consolidated financial statements and notes thereto of Exmar included in this prospectus. (in millions of EUR) Year ended December 31, Consolidated income statement Turnover Operating profit Net (loss) income Consolidated Balance Sheet Fixed assets Current assets Total assets 948 1,000 Total shareholders' equity Amounts payable after more than one year Prospectus summary 13

15 RISK FACTORS Following admission to listing of the shares of Exmar on the First Market of Euronext Brussels, trading and/or investing in the shares of Exmar will involve certain risks and uncertainties. Prior to making any investment decision, if any, prospective purchasers of the shares of Exmar should consider carefully all of the information set forth in this prospectus and, in particular, the risks referred to below. Any of these and other risk factors could adversely affect Exmar's business, competitive position and financial results. In that event, the trading prices of the shares could decline and an investor could lose all or part of his investment. The cautionary statements made in this prospectus are applicable to all forward-looking statements wherever they appear in this prospectus. The CMB shares which are further traded on Euronext Brussels after the spin-off of Exmar may also be subject to certain risk factors, as mentioned below. RISKS RELATED TO THE PARTIAL DEMERGER Following the Closing of the Partial Demerger, creditors of CMB could demand additional guarantees from Exmar to secure their rights. According to the Belgian Company Code, within two months following the publication of the partial demerger of CMB in the annexes to the Belgian Official Gazette, creditors of CMB whose claims visà-vis CMB pre-date the publication of the partial demerger of CMB and whose claims have not yet been paid or expired, are entitled to demand additional guarantees from Exmar and CMB to secure their original claims or rights. The new legal entity or debtor (i.e. Exmar) to which the relevant claim will have been allocated, will be entitled to reject such demand for additional guarantees by paying the discounted value of the original claim concerned. If no agreement is reached on the demand for additional guarantees or the payment of the discounted value of the original claim, the creditor and the new debtor concerned will each be entitled to submit their dispute to the President of the Commercial Court of Antwerp, Belgium. The dispute will be dealt with such as in summary proceedings. The President of the Commercial Court can decide in his discretion either to impose additional guarantees or to reject the demand for additional guarantees, taking into account the original guarantees that have already been granted to the creditor, or the solvency of the new debtor. If the President imposes additional guarantees, and if the additional guarantees are not provided within the term set forth by the Court, the original claim will become immediately due. In that event, both Exmar and CMB will be held jointly and severally liable to pay the original claim. RISKS RELATED TO THE LISTING OF THE SHARES OF EXMAR There has been no prior market for the shares of Exmar. Except for the listing of the shares of CMB on the First Market of Euronext Brussels, prior to the listing of the shares on the First Market of Euronext Brussels, there will be no public market for the shares of Exmar, and no assurance can be given that any market for the shares of Exmar will develop or be sustained. Furthermore, the initial reference price of the shares of Exmar upon which separate trading of the shares will start and that will be determined by Euronext Brussels may not be indicative for the prices that might prevail upon the start of the separate trading of the shares. In addition, the price of the shares of CMB before the partial demerger may also not be indicative for the price of the shares following their first listing on the First Market of Euronext Brussels. 14 Risk factors

16 Following the listing of the shares of Exmar, the price of these shares may decline due to sales or the appearance of sales of large numbers of shares. Sales of substantial amounts of the shares of Exmar in the public market following the listing, or the appearance that a large number of such shares is or will be available for sale, could cause the price for the shares to decline. Furthermore, it should be noted that the number of shares of Exmar available for sale in the public market following the admission to listing will be limited by a lock-up agreement to be entered into with the Major Shareholders, i.e. Saverex NV, Saverco NV and Victrix NV, as further explained in Section 4.8 of Chapter II of this prospectus. In addition to the adverse effect a price decline could have on holders of the shares of Exmar, such decline would likely impede Exmar's ability to raise capital through the issue of additional shares or other equity securities. The trading price of the shares of Exmar may be volatile. The trading price of the shares of Exmar is likely to be highly volatile and could be subject to wide fluctuations in response to factors such as actual or anticipated variations in Exmar's operating results, changes in financial estimates by securities analysts, announcements by Exmar or its competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments, external financings, additions or departures of key personnel, sales of shares or other securities of Exmar in the open market, and other events or factors, many of which are beyond Exmar's control. Furthermore, the stock markets in general have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies. There can be no assurance that the trading prices and valuations will be sustained. Furthermore, following the partial demerger and the exchange operation, a substantial reshuffling of the shares could take place as a result of which the volatility and liquidity of the shares could be higher, respectively lower, than ordinarily. These and other broad market and industry factors may materially and adversely affect the market price of the shares, regardless of Exmar's operating performance. Certain provisions of Exmar's articles of association and of Belgian Law may make a take-over of Exmar more difficult. The articles of association of Exmar will contain provisions that may have the effect to enable the company's management to resist a take-over, such as: the Board of Director's right, within the framework of the authorised capital ("toegestaan kapitaal"/"capital autorisé") to issue additional shares, convertible bonds and warrants upon such terms as it deems appropriate, with or without cancellation or limitation of the preferential subscription rights of the existing shareholders or through contributions in kind; the Board of Directors' right to repurchase shares in order to prevent serious harm to the company's interests. In addition, there are several provisions of the Belgian Company Code and certain other provisions of Belgian law, such as the obligation to disclose important shareholdings, merger control and public take-over regulations, that may apply to the company and which may make a hostile tender offer, merger, change in management or other change in control, more difficult. All these measures and provisions are designed to reduce the vulnerability of Exmar to unsolicited acquisition proposals, and may therefore have the effect of substantially discouraging a take-over bid by a third party. Such provisions, however, may also have the effect of depriving the shareholders of selling their shares with a premium. Risk factors 15

17 RISKS ASSOCIATED WITH EXMAR S ACTIVITIES Exmar s operating results may fluctuate considerably, and may not live up to the expectations of market analysts or investors. As a result, the share value could fall. The operating results of the Gas Transport Business have experienced fluctations on an annual or quarterly basis in the past. This will probably remain the case in the future. These fluctuations are attributable to various factors, a number of which lie outside Exmar s control. They include: changes in the market demand for gas transport and in the macro-economic situation in general; production timing and quantities in the oil, gas and petrochemical industries; competitive market conditions; changes in domestic and international legislation. Exmar s operating results depend on whether or not profitable time charters and voyage charters can be entered into and/or renewed. Part of Exmar's vessels currently operates under time charters. There is no assurance that any of the existing time charters or contracts of affreightment will be renewed or, if renewed, will be renewed at satisfactory rates. If, upon the expiration of the existing time charters or contracts of affreightment, Exmar is unable to obtain time charters or voyage charters or contracts of affreightment at rates equivalent to those received under the current time charters or contracts of affreightment, there may be an adverse effect on Exmar's operating results, cash flow from operations and liquidity. The availability of time charters and voyage charters and the rates available at such future dates will depend on the market conditions prevailing at such times, and it is not possible to predict at this time the effect on Exmar of any renewal or non-renewal of the time charters or contracts of affreightment. The rest of Exmar's vessels operate on the spot market. If time charters are not available at satisfactory rates when vessels are acquired or when the time charters for Exmar's existing vessels expire, the proportion of its vessels on spot charter may increase. Successful operation of a vessel in the spot charter market depends upon, among other things, obtaining profitable spot charters and minimizing, to the extent possible, waiting time (to find the appropriate cargo), and "ballast legs" or the time spent travelling unladen to pick up cargo. There is no assurance that future spot charters will be available at rates that will be sufficient to enable Exmar's vessels trading in the spot charter market to be operated profitably. Exmar is subject to operational and financial restrictions in debt agreements Exmar's existing financial agreements impose operational and financing restrictions on Exmar which affect, and in some respects limit or prohibit, among other things, the ability of Exmar and its subsidiaries to incur additional indebtedness, create liens, sell capital shares of subsidiaries, make certain investments, engage in mergers and acquisitions, purchase and sell vessels, or pay dividends without the consent of its lender. Exmar's financing arrangements also contain maintenance covenants with respect to the market value of Exmar vessels and other collateral relative to indebtedness. The financial institutions may accelerate the maturity of indebtedness under such financing agreements and foreclose upon the collateral securing the indebtedness upon the occurrence of certain events of default, including the failure of Exmar to comply with any of these covenants. Under any of these circumstances, there is no assurance that Exmar will have sufficient funds or other resources to satisfy all of its obligations. Exmar currently believes that it is in compliance with all such covenants. 16 Risk factors

18 Exmar will be a company with an important leverage. Exmar is currently setting up the long-term financing for its LNG vessels and the refinancing of its LPG fleet, and plans to repay the loan from CMB (as described in Section 4.3 of Chapter II). Despite the planned reimbursements, Exmar will retain external financing and will need additional funds to carry out new projects. Exmar is subject to the risks inherent to the operation of ocean-going vessels. The business of Exmar is affected by a number of risks, including mechanical failure of the vessels, collisions, severe damage to the vessels, cargo loss or damage and business interruption due to political circumstances in foreign countries, hostilities and labour strikes. In addition, the operation of any ocean-going vessel is subject to the inherent possibility of catastrophic marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. Exmar believes that its current insurance coverage is adequate to protect against accident-related risks and that it maintains appropriate levels of environmental damage and pollution insurance coverage, consistent with applicable regulations and standard industry practice. However, there is no assurance that such insurance will continue to be available at rates deemed reasonable by the company or will be sufficient to cover any losses incurred by Exmar or the cost of any claims asserted against Exmar or will cover the loss of revenue resulting from a vessel being removed from operations. In the event that claims were asserted against Exmar, its vessels could be subjected to arrest or other judicial process. Exmar is active in an extremely competitive market. Its competitors, some of which are larger and have a stronger reputation, may have a competitive advantage. The shipping markets are extremely competitive. They are also characterized by rapid changes in overall economic conditions. The main competitive factors for these markets are flexibility, speed, reliability, freight rates, technical support and service. Various of Exmar s main competitors, such as Bergesen, AP Møller, Mitsui O.S.K. Lines and MISC, are considerably larger than Exmar and have greater financial, technical, marketing and other resources. Some of Exmar s larger competitors are better placed to cope with economic downturns and growing financial needs. However, Exmar believes that its ability to respond rapidly and creatively to market demand will enable it to compete successfully with these larger businesses. Exmar depends on its international activities and is subject to the risks which are inherent to international transactions. Exmar s activities are subject to: fluctuations in exchange rates and interest rates; problems with the collection of outstanding debts; the need to comply with a wide array of foreign laws, treaties and technical standards; the difficulty of staffing and managing foreign subsidiaries; and political and economic instability. Exmar s international sales are mainly expressed in US dollars. Exmar strives to match its expenditure in a specific currency with income in the same currency. Presently, the currency exposure within Exmar is fairly limited. Only the ship operating expenses, that are partially denominated in EUR, represent a certain currency risk. Exmar actively manages this residual risk by means of hedging instruments, practically exclusively forward sales contracts. However, hedging does not necessarily guarantees a perfect match. Risk factors 17

19 The prospects for a particular period may not be attained during that period as a result of unpredictable economic cycles. Although various analysts provide forecasts regarding the development of the markets, these do not always precisely reflect future freight rates, which tend to be unpredictable. The forecasting of freight rates is rendered difficult by the uncertain prospects for the global economy. Exmar needs to be able to control its expenditure. Time charters generally specify that the shipowners assume the risk with regard to the costs of the technical management and staffing of the vessels. Such contracts are entered into for the medium to long term, on the basis of fixed operating costs, whereas the actual costs can increase more quickly than the remuneration that is paid in return. Exmar needs to successfully manage this expenditure so as to avoid a negative impact on its operating result. Exmar may need additional capital in the future, and may prove unable to find suitable funds on acceptable terms. Exmar has in past years invested considerable sums in its LNG and offshore activities. Although most of these projects are satisfactorily financed, the risk exists that the financial markets will be unable to provide sufficient funds to continue supporting such projects. RISKS ASSOCIATED WITH CMB IN CONNECTION WITH THE PARTIAL DEMERGER The main risks associated with CMB in connection with the partial demerger may be classified as follows: RISKS ASSOCIATED WITH THE PARTIAL DEMERGER AND THE TRADING OF CMB SHARES These risks are comparable with those facing Exmar, and may be summarized as follows: Following the Closing of the Partial Demerger, creditors of CMB could demand additional guarantees from CMB to secure their rights; After the partial demerger, the price of CMB shares may decline due to sales or the appearance of sales of large numbers of shares; The trading price of CMB Shares may be volatile after the partial demerger; Certain provisions of CMB s articles of association and of Belgian Law may make a take-over of CMB more difficult. For a description of these risk factors, reference is made to the discussion of the risks for Exmar. The guarantees provided by Exmar in connection with the loan and short-term advances, as described in Section 4.3 of Chapter II, may be insufficient to ensure their repayment. 18 Risk factors