Grontmij announces pricing and placement of Rump Offering
(Thomson Reuters ONE) -
THESE MATERIALS ARE NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, WHETHER
DIRECTLY OR INDIRECTLY AND WHETHER IN WHOLE OR IN PART, INTO OR IN THE UNITED
STATES, AUSTRALIA, CANADA OR JAPAN.
De Bilt, 24 May 2012 - Press release: Grontmij N.V. ("Grontmij" or the
"Company") announces in connection with its 2 for 1 rights offering (the "Rights
Offering") of 42,645,000 new bearer depositary receipts for ordinary shares in
its capital with a nominal value of ?0.25 each (the "Offer BDRs") at an issue
price of ?1.87 per Offer BDR (the "Issue Price"), the pricing and placement of
the Offer BDRs that were issuable upon the exercise of the transferable
subscription entitlements (the "Rights") but that were not validly subscribed
for during the exercise period ("Rump BDRs").
Reference is made to the press release that was issued earlier today regarding
the take-up of the Rights Offering of approximately 92% and the announcement of
the offering for sale of the Rump BDRs by ING Bank N.V. ("ING") and Nordea Bank
Danmark A/S ("Nordea", together with ING the "Joint Global Coordinators") by way
of a private placement to institutional investors in the Netherlands and certain
other jurisdictions (the "Rump Offering").
Grontmij has been informed by the Joint Global Coordinators that in the Rump
Offering 3,491,056 Rump BDRs were sold at ?2.33 per Rump BDR.
Since the aggregate proceeds for the Rump BDRs offered and sold in the Rump
Offering, after deduction of selling expenses (including any non-recoverable
value added tax), exceed the total Issue Price for such Rump BDRs (such amount,
the "Excess Amount"), each holder of a Right that was not exercised at the end
of the exercise period will be entitled to receive a part of the Excess Amount
in cash proportional to the number of unexercised Rights reflected in each such
holder's securities account amounting to ?0.92 per unexercised Right (the
"Unexercised Rights Payment"). Reference is made to the prospectus made
generally available in the Netherlands as of 10 May 2012 (the "Prospectus") for
more information. Copies of the Prospectus may be obtained at no cost through
the website of the Company (www.grontmij.com) or of the Dutch Authority for the
Financial Markets (www.afm.nl).
The Unexercised Rights Payments will be distributed to the holders of
unexercised Rights as soon as practicable following the closing of the Rump
Offering and will be credited to those holders through the book-entry systems of
Euroclear Nederland (Nederlands Centraal Instituut voor Giraal Effectenverkeer
B.V.). Payments will be made in Euros only, without interest and following the
withholding of any applicable taxes. If one has not received payment of the
Unexercised Rights Payment within a reasonable time following the closing of the
Rump Offering, one should contact the financial intermediary through which the
unexercised Rights are held.
Allotment of the Offer BDRs has been finalised today. Issuance of, payment for
and delivery of the Offer BDRs are expected to occur on 29 May 2012. Grontmij
expects that the Offer BDRs will be listed, and that trading in the Offer BDRs
will commence, on NYSE Euronext in Amsterdam at 09:00 CET on or about 29 May
2012, barring unforeseen circumstances.
For more information please contact:
Grontmij N.V., Frits Vervoort, CFO, T +31 30 220 72 01
Grontmij N.V., Michèle Negen, Investor Relations Manager, T +31 30 220 78 31
www.grontmij.com
Note to editors
Grontmij is the third largest engineering consultancy in Europe with nearly
9,000 professionals. At the heart of our business is the sustainability by
design principle. It is a leading value proposition for our customers delivered
by four business lines: Planning & Design, Transportation & Mobility, Water &
Energy, Monitoring & Testing.
Disclaimer
These materials are for information purposes only and are not intended to
constitute, and should not be construed as, an offer to sell or a solicitation
of any offer to buy the securities of Grontmij (such securities, the
"Securities") in the United States, Canada, Australia, Japan or in any other
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration, exemption from registration or qualification under the
securities laws of such jurisdiction.
The Securities are not and will not be registered under the U.S. Securities Act
of 1933, as amended (the "US Securities Act") and will also not be registered
with any authority competent with respect to securities in any state or other
jurisdiction of the United States of America. The Securities may not be offered
or sold in the United States of America without either registration of the
securities or an exemption from registration under the US Securities Act being
applicable. The Company has registered no part of the offering of the Securities
in the United States of America or any other jurisdiction, nor has it the
intention to do so. The Company has no intention to make a public offering of
Securities in the United States.
The Company has not authorised any offer to the public of Securities in any
Member State of the European Economic Area other than the Netherlands. With
respect to any Member State of the European Economic Area, other than the
Netherlands, and which has implemented the Prospectus Directive (each a
"Relevant Member State"), no action has been undertaken or will be undertaken to
make an offer to the public of Securities requiring publication of a prospectus
in any Relevant Member State. As a result, the Securities may only be offered in
Relevant Member States (i) to any legal entity which is a qualified investor as
defined in the Prospectus Directive; or (ii) in any other circumstances falling
within Article 3(2) of the Prospectus Directive. For the purpose of this
paragraph, the expression "offer of securities to the public" means the
communication in any form and by any means of sufficient information on the
terms of the offer and the Securities to be offered so as to enable the investor
to decide to exercise, purchase or subscribe for the securities, as the same may
be varied in that Member State by any measure implementing the Prospectus
Directive in that Member State and the expression "Prospectus Directive" means
Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to
the extent implemented in the Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State.
No action has been taken by the Company that would permit an offer of Securities
or the possession or distribution of these materials or any other offering or
publicity material relating to such Securities in any jurisdiction where action
for that purpose is required.
The release, publication or distribution of these materials in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which they are released, published or distributed, should
inform themselves about, and observe, such restrictions.
An offer to acquire Securities pursuant to the Rights Offering will be made, and
any investor should make his investment, solely on the basis of information that
is contained in the Prospectus. Copies of the Prospectus may be obtained at no
cost through the website of the Company (www.grontmij.com) or of the Dutch
Authority for the Financial Markets (www.afm.nl).
ING and Nordea act exclusively for the Company and no-one else in connection
with any offering of Securities and will not be responsible to anyone other than
the Company for providing the protections afforded to the customers of ING and
Nordea or for providing advice in relation to any offering or any transaction or
arrangement referred to herein.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: GRONTMIJ N.V. via Thomson Reuters ONE
[HUG#1614615]
Unternehmensinformation / Kurzprofil:
Datum: 24.05.2012 - 11:23 Uhr
Sprache: Deutsch
News-ID 149712
Anzahl Zeichen: 9100
contact information:
Town:
DE BILT
Kategorie:
Business News
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"Grontmij announces pricing and placement of Rump Offering"
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