Royal Imtech launches fully underwritten 4 for 1 rights offering of approximately EUR 500 million
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* Rights offering important next step in financial restructuring of Royal
Imtech
* Offering of 356,597,988 new ordinary shares at an issue price of EUR 1.40
per new ordinary share
* Issue price represents a discount of approximately 37.3% to the theoretical
ex-rights price
* Fully underwritten by ING, Rabobank and Commerzbank, subject to customary
conditions
* ING AM has committed to participate in the rights offering
* Record date on 4 July 2013 at 17:40 CEST
* Exercise period from 5 July 2013 9:00 CEST to 18 July 2013 17:00 CEST
* Rump offering (if any) expected on 19 July 2013
* ING and Rabobank acting as Joint Global Coordinators and Joint Bookrunners;
Commerzbank acting as Co-Lead Manager
Gerard van de Aast, CEO Royal Imtech: "Today's launch of the fully underwritten
rights offering is an important step in our recovery plan. Our shareholders
approved the rights issue with 98.6% of the votes cast and can now participate
in this important rights offering at terms in line with similar precedent
transactions in the market. The net proceeds of the rights offering will be used
to reduce the net debt level of our company. From now on, we must look forward
and continue with our recovery plan. Our core value proposition based on our
technological capabilities and market coverage is still intact. The people at
Royal Imtech will move forward and continue to make serving their customers
their top priority."
Details of the Rights Offering
Following the approval granted by the General Meeting on 28 June 2013, Royal
Imtech N.V. ("Royal Imtech" or the "Company") announces a 4 for 1 fully
underwritten rights offering of 356,597,988 new ordinary shares with a nominal
value of EUR 0.80 each in its share capital (the "Offer Shares") at an issue
price of EUR 1.40 per Offer Share (the "Issue Price"). For this purpose, subject
to applicable securities laws and the terms of the prospectus dated 4 July 2013
(the "Prospectus"), existing holders of ordinary shares in the share capital of
Royal Imtech ("Ordinary Shares") as at 4 July 2013 at 17:40 CEST (the "Record
Date") are being granted transferable subscription rights ("Rights") pro rata to
their existing shareholdings (the "Rights Offering", and together with the Rump
Offering (as defined below) the "Offering"). No Rights will be granted to Royal
Imtech as a holder of Ordinary Shares in its own capital. The Rights will
entitle the holders thereof, provided they are Eligible Persons, to subscribe
for 4 Offer Shares for every Right held at the Issue Price, subject to
applicable securities laws and in accordance with the terms and subject to the
conditions set out in the Prospectus. The Issue Price per Offer Share represents
a discount of approximately 37.3% to the theoretical ex-rights price ("TERP")
based on the share price of EUR 5.570 at NYSE Euronext in Amsterdam ("Euronext
Amsterdam") after close of business on 3 July 2013 and 89,149,497 shares issued
and outstanding at the same date (thus excluding treasury shares).
ING AM Insurance Companies B.V. ("ING AM") has irrevocably committed to
participate in the Rights Offering by timely and duly exercising all of the
Rights that it shall receive, thereby subscribing for all Offer Shares offered
to it pro rata its capital interest in Royal Imtech, resulting in a total pre-
commitment of 5.72% of the Offer Shares (the "Committed Shares").
ING and Rabobank are acting as joint global coordinators and joint bookrunners
for the Offering (the "Joint Global Coordinators" or the "Joint Bookrunners"),
and Commerzbank is acting as co-lead manager for the Offering (the "Co-Lead
Manager", and together with the Joint Bookrunners, the "Managers"). The Managers
have, subject to customary conditions including the condition that ING AM
subscribes for the Committed Shares, underwritten the Offering. ING Bank N.V.
will act as subscription, listing and paying agent (the "Subscription, Listing
and Paying Agent") for the Offering.
In connection with the Offering the Prospectus will be made generally available
in The Netherlands. Copies of the Prospectus may be obtained at no cost through
the website of Royal Imtech (www.imtech.com) as of today. Application has been
made for the admission to listing and trading of the Rights and the Offer Shares
on Euronext Amsterdam.
Use of proceeds Offering
The net proceeds of the Offering will be fully utilised for debt reduction,
resulting in a reinforcement of Royal Imtech's capital structure.
Key features
Detailed terms of the Offering are set out in the Prospectus, which is expected
to be available as of today.
General
Royal Imtech and the Managers are not taking any action to register the Rights
or the Offer Shares or otherwise to permit an offering of the Offer Shares
(pursuant to the exercise of Rights or otherwise), or an offer of Rights in any
jurisdiction outside of the Netherlands. The Offering is only made in those
jurisdictions in which, and only to those persons to whom, the Offering may
lawfully be made. Holders of Ordinary Shares as of the Record Date and
subsequent transferees of the Rights, in each case if they are able to give the
representations and warranties set out in the Prospectus, are considered
eligible persons ("Eligible Persons") with respect to the Offering.
The statutory pre-emptive rights (wettelijke voorkeursrechten) of holders of
Ordinary Shares have been excluded with respect to the Offering.
Record Date
Each Ordinary Share held immediately after the close of trading on Euronext
Amsterdam on the Record Date will entitle its holder to one Right in registered
form. Eligible Persons will have the right, until the end of the Exercise
Period, to subscribe for 4 Offer Shares for every Right held. No fractional
Offer Shares will be issued. No Rights will be granted to Royal Imtech as a
holder of Ordinary Shares in its own capital. A holder of Ordinary Shares as at
the Record Date will customarily receive details of the aggregate number of
Rights to which he will be entitled from the financial intermediary through
which he holds his Ordinary Shares. Shareholders should contact the financial
intermediary through which they hold the Ordinary Shares if they are entitled to
receive Rights but have received no information from their financial
intermediary with respect to the Rights Offering.
Exercise Period
Subject to applicable securities laws and the terms set out in the Prospectus,
Eligible Persons (whether a holder of Ordinary Shares on the Record Date or a
subsequent transferee of Rights) will be entitled to subscribe for 4 Offer
Shares for every Right held against payment of the Issue Price for each Offer
Share by exercising their Rights during the period running from 9:00 CEST on 5
July 2013 and ending at 17:00 CEST on 18 July 2013 (the "Exercise Period").
Subject to applicable securities laws, Eligible Persons can only validly
exercise their Rights during the Exercise Period. The time until which
notification of exercise instructions must be given in order to be valid may be
earlier, depending on the financial institution through which the Rights are
held. Once an Eligible Person holding Rights has exercised its Rights, it may
not revoke or modify that exercise, except as otherwise described in the
Prospectus. If an Eligible Person holding Rights has not timely or validly
exercised its Rights before the end of the Exercise Period (or so much earlier
as instructed by its financial intermediary), it will no longer be able to
exercise its Rights and its Rights will lapse. Holders of Ordinary Shares who
transfer, or who do not, not timely, or are not permitted to, exercise any of
their Rights granted under the Rights Offering will suffer a dilution of their
proportionate ownership and voting rights caused by the issue of the Offer
Shares.
Trading in Rights
Trading in Rights on Euronext Amsterdam is expected to commence at 9:00 CEST on
5 July 2013 and will continue until 15:00 CEST on 18 July 2013, barring
unforeseen circumstances. The Rights will be admitted to trading under the
symbol "IMR". The transfer of Rights will take place through the book-entry
systems of Euroclear Nederland. If Eligible Persons want to sell some or all of
their Rights, they should instruct their financial intermediary in accordance
with the instructions given by the intermediary to them. Eligible Persons may
also instruct their financial intermediary to purchase Rights on their behalf.
Persons interested in trading, selling or purchasing Rights should be aware that
the trading or exercise of Rights and/or acquiring Offer Shares by holders
residing in countries other than the Netherlands, is subject to restrictions as
set out in the Prospectus and such holders may therefore be ineligible to
participate in the Rights Offering. Any failure to comply with these
restrictions may constitute a violation of the securities laws or regulations
(or other laws or regulations) of any such countries.
Unexercised Rights and Rump Offering
Rights can no longer be exercised after 17:00 CEST on 18 July 2013, at which
time the Exercise Period ends (or so much earlier as indicated by the relevant
financial intermediary). Following the expiry of the Exercise Period, any Offer
Shares that were issuable upon the exercise of Rights, but have not been
subscribed for or that have been subscribed but not paid for in full during the
Exercise Period (the "Rump Shares"), may in accordance with the provisions of
the Underwriting Agreement (as defined below) be offered for sale by the Joint
Bookrunners by way of private placements to institutional investors in the
Netherlands and certain other jurisdictions (the "Rump Offering") at a price at
least equal to the Issue Price. If there is a Rump Offering, it is expected to
commence on 19 July 2013 at 7:30 CEST and to end no later than 17:30 CEST on
that same day.
The Managers, severally and not jointly, will subscribe and pay for (i) any
Offer Shares subscribed for in the Rights Offering but not paid for by such
subscribers on the Settlement Date (as defined below), and (ii) any Rump Shares
not sold in the Rump Offering, if any, or sold but not paid for on the Closing
Date (as defined below), pro rata to their respective underwriting commitments
at the Issue Price, in accordance with the terms and subject to the conditions
of the underwriting agreement entered into between the Managers and Royal Imtech
(the "Underwriting Agreement").
Upon completion of the Rump Offering, if the aggregate proceeds for each Rump
Share offered and sold in the Rump Offering, after deduction of selling expenses
(including any value added tax), exceed the aggregate issue price for such Rump
Shares (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, except
as noted below, a part of the Excess Amount.
Such holder will be entitled to receive such part of the Excess Amount in cash
pro rata to the number of unexercised Rights reflected in such holder's
securities account (the "Unexercised Rights Payment"), but only if that amount
exceeds EUR 0.01 per unexercised Right. Royal Imtech will announce whether any
Unexercised Rights Payment is available for distribution to holders of
unexercised Rights by means of a press release. Royal Imtech and the Joint
Bookrunners cannot guarantee that the Rump Offering, if any, will be
successfully completed. Royal Imtech, the Managers, the Subscription, Listing
and Paying Agent or any person procuring subscriptions for Rump Shares will not
be responsible for any lack of Excess Amount arising from any placement of the
Rump Shares whether or not a Rump Offering takes place.
Timetable
The timetable below lists certain expected key dates related to the Offering.
Event Time and date
Record date After the close of trading at Euronext
Amsterdam, at 17:40 CEST on 4 July 2013
Publication date Prospectus 4 July 2013
Start of ex-Rights trading in the 9:00 CEST on 5 July 2013
Ordinary Shares
Start of Exercise Period of Rights 9:00 CEST on 5 July 2013
Start of trading in the Rights 9:00 CEST on 5 July 2013
End of trading in the Rights 15:00 CEST on 18 July 2013
End of Exercise Period 17:00 CEST on 18 July 2013((1))
Rump Offering (if any) 19 July 2013 7:30 CEST until 17:30
CEST, subject to acceleration
Expected allotment date 19 July 2013
Issue of, payment for and delivery of 24 July 2013((2))
the Offer Shares (the "Closing Date")
Expected admission to trading of the 9:00 CEST on 24 July 2013
Offer Shares on Euronext Amsterdam
(1) The last date and/or time before which notification of exercise
instructions may be validly given may be earlier than the date and/or time
specified above as the end of the Exercise Period of the Rights, depending on
the financial intermediary through which the Rights are held.
(2) Financial intermediaries may require payment to be provided by holders of
Rights exercising such Rights, prior to the Closing Date.
Royal Imtech may adjust the dates, times and periods given in the timetable and
throughout the Prospectus. If Royal Imtech should decide to adjust dates, times
or periods, it will notify Euronext Amsterdam and the Authority for the
Financial Markets (Autoriteit Financiële Markten) ("AFM") and it will publish a
press release in the Netherlands which will also be placed on its website
www.imtech.com. Any other material alterations will be published in a press
release also posted on Royal Imtech's website and in a supplement to the
Prospectus (if required).
Conditions to the Offering
The closing of the Offering, including the obligations of the Managers under the
Underwriting Agreement, is subject to customary terms and conditional upon the
fulfilment of a number of conditions precedent as set out in the Prospectus
under "Plan of Distribution".
More information
For more information on the Offering and Royal Imtech, reference is made to the
Prospectus dated 4 July 2013. Copies of this Prospectus and any supplement to
this Prospectus (if any) can be accessed via the website of Royal Imtech at
www.imtech.com.
For more information, shareholders can also contact their broker or the
shareholders help line at the following European toll-free number:
00800 3814 3814 or send an email to imtech(at)georgeson.com.
Media: Analysts & investors:
Dorien Wietsma Jeroen Leenaers
Director Corporate Communication & CSR Director Investor Relations
T: +31 182 54 35 53 T: +31 182 543 504
E: dorien.wietsma(at)imtech.com E: jeroen.leenaers(at)imtech.com
www.imtech.com www.imtech.com
Royal Imtech profile
Royal Imtech is a European technical services provider in the fields of
electrical solutions, ICT (information and communication technology) and
mechanical solutions. With 29,000 employees, Royal Imtech achieves annual
revenue of approximately 5.4 billion euro. Royal Imtech holds attractive
positions in the buildings and industry markets in the Netherlands, Belgium,
Luxembourg, Germany, Austria, Eastern Europe, Sweden, Norway, Finland, the UK,
Ireland, Turkey and Spain, the European markets of ICT and Traffic as well as in
the global marine market. In total Royal Imtech serves 24,000 customers. Royal
Imtech offers integrated and multidisciplinary total solutions that lead to
better business processes and more efficiency for customers and the customers
they, in their turn, serve. Royal Imtech also offers solutions that contribute
towards a sustainable society - for example, in the areas of energy, the
environment, water and traffic. Royal Imtech shares are listed on the NYSE
Euronext Amsterdam, where Royal Imtech is included in the AEX Index.
Disclaimer
This press release is 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 or any (other) jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.
This press release is for information purposes only and is not intended to
constitute, and should not be construed as, an offer to sell or a solicitation
of any offer to buy securities of Royal Imtech N.V. (the "Company", and such
securities, the "Securities") in the United States, Australia, Canada or 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 have not and will not be registered under the U.S. Securities Act
of 1933, as amended (the "U.S. Securities Act") and will 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 absent registration or an exemption from
registration under the U.S. Securities Act. 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 (except that it may do so in respect
of the Netherlands). With respect to any Member State of the European Economic
Area (other than possibly 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.
The release, publication or distribution of this press release 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.
This press release does not constitute a prospectus within the meaning of the
Dutch Financial Markets Supervision Act (Wet op het financieel toezicht) and
does not constitute an offer to acquire securities.
Any offer to acquire Securities pursuant to the proposed offering will be made,
and any investor should make his investment, solely on the basis of information
that will be contained in the prospectus made generally available in the
Netherlands in connection with such offering. Copies of the prospectus may be
obtained at no cost from the Company or through the website of the Company.
PDF press release:
http://hugin.info/130755/R/1714185/569176.pdf
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: Imtech via Thomson Reuters ONE
[HUG#1714185]
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Datum: 04.07.2013 - 09:00 Uhr
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