Contrastación de la hipótesis con resultados

CAPÍTULO IV: METODOLOGIA DE LA INVESTIGACIÓN

6.1 Contrastación de la hipótesis con resultados

Article 8 of the articles of association of the Issuer provides for the possibil- ity to authorize the Board of Directors to increase the share capital in one or more stages by a maximum amount of 89.942.195,32 EUR.

That authorisation shall be granted to the Board of Directors for a period of five years from the date on which the deed relating to the increase in the Issuer’s capital on the eight of November two thousand and five is published in the Annexes to the Belgian Gazette. It may be renewed one or more times, each time for a maximum period of five years.

Within the aforesaid limits and subject to compliance with the compulsory provisions of the Companies Code, the Board of Directors may decide to increase the capital either through contributions in cash or through contributions in kind or through the conversion of reserves or issue premiums with or without the issue of new shares.

If, with respect to its decision to increase the capital, the Board of Directors requests the payment of an issue premium, the amount of that premium shall be paid into an unavailable account called the “issue premium” account which, like the share capital, shall serve as a guarantee to third parties and which, solely if it is to be incorporated into the share capital, may be reduced or closed only by decision of the General Meeting of Shareholders deliberating in accordance with the terms of Articles 612 et seq of the Companies Code

Article 8bis of the articles of association of the Issuer governs the changes in the invested capital.

The General Meeting of Shareholders, deliberating in accordance with the rules governing the modification of the Issuer’s articles of association, can raise or lower the invested capital. It needs to be noted however that the majority requirements laid down in the law must be respected for each class of shareholder separately.

Pursuant to article sixteen, second indent of the Royal Decree, the preferential rights of the existing shareholders have to be respected in the framework of a capital increase with the issue of shares in exchange for a contribution in cash.

Therefore, shares issued for subscription in cash shall be offered to the existing shareholders of the Issuer first and in proportion to the share of the capital represented by their shares, for a period of not less than fifteen days counting from the day on which the Subscription Period opens. The Board of Directors can determine the subscription price and the period during which the preferential rights may be exercised.

Capital increases involving contributions in kind are subject to the following provisions.

Firstly, the identity of the contributor must be mentioned in the report referred to in the third indent of article 602 of the Belgian Companies Code and in the notice convening the General Meeting of Shareholders to decide the capital increase.

Secondly, the issue price may not be less than the average stock market price over the thirty days preceding the contribution, nor may it be less than the last published inventory value.

Finally, the aforementioned report must also mention the impact that the proposed contribution will have on the position of the former shareholders and in particular as regards their share in the profits and the capital. Please note that the capital modifications as set out above, can only be facil- itated by the issue of ordinary shares.

12 Information from third parties,

statements by experts and statements

of interests

The statutory auditor of the Issuer consented to form and context in which the reports of the statutory auditor have been included.

13 Documents accessible to the public

The Prospectus in English, Dutch or French are available during office hours at the registered office of the Issuer, Lei 19, bus 3, 3000 Leuven, Belgium. Copies can be requested at Dexia Bank België NV on the free phone number + 32 0800 92 200, and with KBC Bank at its telecenter +32 2 283 29 70. Subject to certain conditions related to applicable legal and regulatory provisions in certain jurisdictions, the Dutch and French versions of the Prospectus may also be viewed on the following websites: www.questfor- growth.com, www.dexiainvestor.be, www.kbcsecurities.be and www.kbc.be. The annual accounts of the Issuer as well as the reports related thereto are filed with the National Bank of Belgium. The articles of association and the special reports of the Issuer required by Belgian corporate law are available at the clerk’s office of the Commercial Court of Leuven.

These documents, as well as the annual and quarterly reports and all published information intended for shareholders, can also be obtained at the Issuer’s registered office and from its website. The Issuer’s annual accounts and adherent reports are sent every year to all registered shareholders and other persons who so desire.

LEXICON

Defined Term Definition

Board of Directors means the board of directors of Quest for Growth NV PRIVAK as currently composed.

Co-Managers means ING Belgium NV and Bank Degroof NV.

(Annual) (Extraordinary) General Meeting of Shareholders means the (annual) (extraordinary) general meeting of shareholders of Quest for Growth NV PRIVAK.

Issuer means Quest for Growth NV/SA, PRIVAK, a private equity closed-end investment fund governed by

Belgian law for investment in unquoted companies and growth businesses, with registered office at Lei 19, bus 3 – 3000 Leuven (Belgium), registered at the Register of legal entities with number 0463.541.422.

Issue Price means the subscription price between 7,50 EUR and 9,50 EUR per Share.

Joint Global Coordinators and Bookrunners means Dexia Bank België NV and KBC Securities NV.

Listing of the Shares means the admittance to trading of the Shares on Eurolist by Euronext Brussels, on 30 April 2007.

Member State any member state of the European Economic Area

Offer means the current offer by public subscription of a maximum of 2.333.715 new ordinary shares of the Issuer.

Prospectus means the present document.

Prospectus Directive means Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the

prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC including any relevant implementing measure in each Member State.

Royal Decree means the Royal Decree of 18 April 1997 regarding the institutions for investment in unquoted and

growth companies.

Selling Agents means Bank Degroof NV, Dexia Bank België NV, KBC Securities NV, KBC Bank NV, CBC Banque and

ING Belgium NV.

Shares means the 2.333.715 new ordinary shares of the Issuer, without nominal value and offered within the

framework of the Offer.

Subscription Period means the period from 10 April 2007 up to and including 24 April 2007 inclusive during which existing

shareholders of the Issuer, transferees of the preferential subscription right, and other subscribers are able to subscribe to Tranche A and Tranche B.

Tranche A or Non-reducible Tranche means the offer by non-reducible public subscription of up to 2.333.715 Shares which are offered to the

existing shareholders of the Issuer and the transferees of the preferential subscription rights in accor dance with the preferential subscription rights to a ratio of 1 Share per 4 preferential rights as repre sented by coupon N° 7.

Tranche B or Reducible Tranche means the offer by reducible public subscription of up to 2.333.715 Shares less the Shares subscribed

to under Tranche A which are offered to existing shareholders of the Issuer as well as other subscribers.

ANNEX 1: PRESS RELEASE

Copy for the Issuer or its proxy

Quest for Growth NV/SA, PRIVAK

closed-end investment company governed by Belgian law for investment in unquoted companies and growth businesses Registered office: Lei 19, bus 3 – 3000 Leuven (Belgium)

The public subscription offer of up to 2.333.715 new ordinary shares in the framework of a capital increase in cash with a preferential subscription right

AND

admission to trading of those shares on Eurolist by Euronext Brussels

SUBSCRIPTION FORM

(to be completed in duplicate, as required by law) I, the undersigned (surname and first name or registration name)

... resident at / with registered office at ..., street ... n°...

having taken due note of the Prospectus approved by the Banking, Finance and Insurance Commission and of the articles of association of the Issuer, state that I subscribe to:

• ... Shares, with dividend right as from 1 January 2007, at the price of ___ EUR per Share and exercising the preferential subscription rights of ……… shares,

Regarding the preferential subscription rights, I hereby remit ……… N° 7 coupons, the numbers of which are mentioned on the deposit slip of this subscription form and/or bearer certificate(s) delivered to the registered shareholders.

With regard to my subscription, I hereby request that you debit my account n° …-…….-.. with ……… EUR representing the price of the Shares I have subscribed to. I request that these Shares :

O are materially delivered to me O are registered in my name

O are delivered to my securities account n° …/……./.. with……….

I declare that I have consulted the lists of stopped shares and shares that might be declared void and accept any consequences which might result from shares on these lists being deposited, even if the shares are added to these lists after they have been deposited.

I represent, warrant and agree the following:

(i) On the date of the delivery and the acquisition of preferential subscription rights and the Shares, I am not, and any person for whose account or benefit I am acquiring preferential subscription rights or Shares is not, a US Person;

(ii) at the time the buy order for the Shares originated, I and any person for whose account or benefit I am acquiring the preferential subscription rights or the Shares were outside the United States, and the preferential subscription rights and the Shares were acquired in an offshore transaction in accordance with the requirements of Regulation S under the Securities Act;

(iii) I am purchasing the preferential subscription rights or the Shares for my own account or for one or more investment accounts for which I am acting as fiduciary or agent, in each case for investment only, and not with a view to or for sale or transfer in connection with any distribution of the preferential subscription rights or the Shares in any manner that would violate the Securities Act, the Investment Company Act or any other applicable securities laws;

ANNEX 2: SUBSCRIPTION FORM

(iv) I and any person for whose account or benefit I am acquiring the preferential subscription rights or the Shares are “Non-United States persons” as defined in United States Commodities Futures Trading Commission Rule 4.7(a)(1)(iv) (“CFTC Rule 4.7(a)(1)(iv)”). Under CFTC Rule 4.7(a)(1)(iv), “Non-United States person” means:

(A) a natural person who is not a resident of the United States;

(B) a partnership, corporation or other entity, other than an entity organized principally for passive investment, organized under the laws of a foreign jurisdiction and which has its principal place of business in a foreign jurisdiction;

(D) an entity organized principally for passive investment such as a pool, investment company or other similar entity; provided, that units of participation in the entity held by persons who do not qualify as Non-United States persons or otherwise as qualified eligible persons represent in the aggregate less than 10% of the beneficial interest in the entity, and that such entity was not formed principally for the purpose of facilitating investment by persons who do not qualify as Non-United States persons in a pool with respect to which the operator is exempt from certain requirements of Part 4 of the US Commodity Futures Trading Commission’s regulations by virtue of its participants being Non-United States persons; and

(E) a pension plan for the employees, officers or principals of an entity organized and with its principal place of business outside the United States; (v) I recognize that the preferential subscription rights and the Shares have not been and will not be registered under the Securities Act;

(vi) I recognize that the Issuer has not been and will not be registered under the Investment Company Act and that the Issuer has established restrictions for transactions not involving any public offering in the United States and on the offer, sale and transfer of the preferential subscription rights and the Shares, to ensure that the Issuer is not and will not be required to register under the Investment Company Act;

(vii) I will inform each subsequent purchaser of the preferential subscription rights, and the Shares of these transfer restrictions and I will not offer, sell, pledge or otherwise transfer such preferential subscription rights or Shares except and only to persons who are not US Persons (within the meaning of Regulation S under the Securities Act) but who are Non-United States persons (within the meaning of CFTC Rule 4.7(a)(1)(iv)) in offshore transactions and in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act and in circumstances that will not require the Issuer to register under the Investment Company Act;

(viii) I recognize that the Issuer may receive a list of participants holding positions in its securities from one or more book-entry depositories, that the Issuer reserves the right to make enquiries of any holder of the Shares or interests therein at any time as to such holder’s status under the securities laws of the United States, and to require any such holder who has not satisfied the Issuer that such holder is holding appropriately under the securities laws of the United States to transfer such Shares or interests immediately under the direction of the Issuer;

(ix) I have received, carefully read this Prospectus, and have not distributed, forwarded, transferred or otherwise transmitted this Prospectus or any other presentation or offering materials relating to the preferential subscription rights or the Shares to any persons in the United States or to any US Person, nor will I do any of the foregoing;

(x) I am entitled to exercise and acquire the preferential subscription rights and to subscribe for the Shares under the laws of all relevant jurisdictions that apply to me; I have fully observed such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and I have paid any issue, transfer or other taxes due in connection with the acceptance of the preferential subscription rights or the Shares in all such jurisdictions and I have not taken any action or omitted to take any action which will or may result in any of the Issuer, the Joint Global Coordinators or any of its or their respective directors, officers, affiliates, agents or advisers acting in breach of the legal and regulatory requirements of any jurisdiction in connection with the Offer or my participation therein, or my exercise or acquisition of the preferential subscription rights or my subscription for the Shares; and

(xi) the Issuer, the Joint Global Coordinators and any of its or their respective directors, officers, affiliates, agents or advisers as well as any other third party may rely on the truthfulness and accuracy of the aforementioned representations, warranties and agreements,. I have the capacity to make such representations, warranties and agreements, and if I am accepting or acquiring any preferential subscription rights or Shares as a fiduciary or agent for one or more accounts or persons, I have sole investment discretion with respect to, and full power to make representations, warranties and agreements on behalf of, each such account or person. If I know or have reason to believe that any of these representations, warranties or agreements are or may no longer be accurate or complied with, he will immediately notify the Issuer.

Unless otherwise indicated, the terms used herein have the meaning given to them in Regulation S under the Securities Act. Done in duplicate at ... , on ...

(Signature of the Issuer or its proxy) (Signature of subscriber)

Numbered deposit slip

N° 7 coupons separated from the shares (preferential subscription rights) (in numerical order)

Number Amount Numbers Amount Numbers Amount

…….. to …….. …….. Brought forward …….. Brought forward ……..

…….. to …….. …….. …….. to …….. …….. …….. to …….. ……..

…….. to …….._________ …….. to …….. _________ …….. to …….. _________

Copy for the subscriber after signature by the Issuer or its proxy

Quest for Growth NV/SA, PRIVAK

Private equity closed-end investment fund governed by Belgian law for investment in unquoted companies and growth businesses Registered office: Lei 19, bus 3 – 3000 Leuven (Belgium)

The public subscription offer of up to 2.333.715 new ordinary shares in the framework of a capital increase in cash with a preferential subscription right

AND

admission to trading of those shares on Eurolist by Euronext Brussels

SUBSCRIPTION FORM

(to be completed in duplicate, as required by law)

I, the undersigned (surname and first name or registration name)

... resident at / with registered office at ..., street ... n°...

having taken due note of the Prospectus approved by the Banking, Finance and Insurance Commission and of the articles of association of the Issuer, state that I subscribe to:

• ... Shares, with dividend right as from 1 January 2007, at the price of ___ EUR per Share and exercising the preferential subscription rights of ……… shares,

Regarding the subscription with preferential subscription rights, I hereby remit ……… N° 7 coupons, the numbers of which are mentioned on the deposit slip of this subscription form and/or bearer certificate(s) delivered to the registered shareholders.

O • are materially delivered to me O • are registered in my name

O • are delivered to my securities account n°…/……./.. with ………..

I represent, warrant and agree the following:

(xii) On the date of the delivery and the acquisition of preferential subscription rights and the Shares, I am not, and any person for whose account or benefit I am acquiring preferential subscription rights or Shares is not, a US Person;;

(xiii) at the time the buy order for the Shares originated, I and any person for whose account or benefit I am acquiring the preferential subscription rights or the Shares were outside the United States, and the preferential subscription rights and the Shares were acquired in an offshore transaction in accordance

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