Draka Holding N.V.: Draka announces offering of new ordinary Shares
(Thomson Reuters ONE) - Proceeds to be used for strengthening of financial position and further operational restructuring measures * Draka Holding N.V. ("Draka" or the "Company") today announces its intention to raise approximately ? 100 million through the issue of up to 8,119,370 new ordinary Shares (the "Shares"), representing up to 19.99% of the Company's issued ordinary share capital. * Up to 4,057,654 Shares, representing 9.99% of the Company's issued ordinary share capital will be offered (the "Offering") to eligible institutional and other qualified investors through an accelerated bookbuild offering, on a non pre-emptive basis. * In addition, Draka's large shareholder, Flint Beheer B.V. ("Flint"), has committed to buy 4,061,716 Shares at the same terms and conditions that will be established through the Offering. * Around ??¬ 75 million will be used to strengthen the Company's financial position, enabling Draka to take advantage of future growth opportunities. * The remaining proceeds of ? 25 million of the proceeds will be used for additional restructuring measures to lower the cost base. Measures include the intended closure of a factory in Ystad (Sweden), further downscaling of the automotive cable production activities and various efficiency measures in the Communications Group. In addition to the already announced expected cost savings of ? 50 million, these measures are currently expected to result in savings of approximately ? 10 million in 2010. * Draka entered into a ? 50 million standby arrangement for the securitization of accounts receivable.Commenting on the announced share issue, Frank Dorjee, CFO of DrakaHolding N.V., said: 'In the first half of 2009 we have madesubstantial progress in further reducing Draka's cost levels andstrengthening its balance sheet ratios by generating a strong cashflow of almost ? 75 million. Nonetheless, we have decided to furtherimprove our capital base. We will use part of the proceeds to pursueadditional optimisation measures, which we have identified within ourongoing Triple S cost savings programme. In addition, the issuancereinforces our financial position preparing ourselves for futuregrowth. We believe that our current and future shareholders will reapthe benefits of these initiatives.'The IssuanceDraka intends to issue in the aggregate up to 8,119,370 Shares(approximately ? 100 million) through a combination of the Offeringand a private placement to large shareholder Flint. Draka will issueup to 9.99% of the Company's issued share capital or 4,057,654 Sharesin connection with the accelerated bookbuild to eligibleinstitutional and other qualified investors. The Shares issued inconnection with the Offering will be admitted to listing on NYSEEuronext Amsterdam following such issuance. The Offering will startFriday 2 October 2009 at 8:00 am CET.An extraordinary general meeting of shareholders to be held on 22October 2009 will be convened to, inter alia, approve the privateplacement of 4,061,716 Shares to Flint and to approve the issue ofpreference shares to the two holders of Draka's preference sharesthat currently hold more than 5% of its issued share capital allowingsuch holders to maintain their holdings above 5%. Flint has committedto vote in favor of the above at the meeting.Draka will request admission to listing and trading of the Sharesissued to Flint within 90 days of the date of issue of these Sharesand following publication of a prospectus to be published inconnection with the listing of these Shares.Draka has agreed certain lock-up arrangements with the Sole GlobalCoordinator which will be effective for a period of 180 days afterthe closing of the Offering.Fortis Bank Nederland / MeesPierson Corporate Finance & CapitalMarkets will be acting as Sole Global Coordinator and Sole Bookrunnerfor the Offering.Use of proceedsStrengthening financial structureDraka will use around ? 75 million to strengthen the Company'sfinancial position by lowering its debt position. As a result,Draka's net debt/EBITDA ratio mid 2009 would have been 2.4 instead of2.9, and well below its covenant (maximum of 3.5). The strengtheningof its financial position enables Draka to take advantage of futuregrowth opportunities.Additional cost-saving measuresIn the light of ongoing challenging market conditions, new projectshave been identified to extend Draka's Triple S cost savingsprogramme whereby its cost base will be lowered further. The newmeasures are being implemented across the organisation: Draka intendsto close its factory in Ystad (Sweden), jointly managed by the Europedivision (Energy & Infrastructure Group) and Industrial division(Industry & Specialty Group). Furthermore, within the Automotive &Aviation division Draka will downscale its automotive cableproduction in several countries. Finally, in the CommunicationsGroup, various efficiency measures will be implemented to furtherreduce the cost base.In addition to the earlier announced measures and cost savings ofapproximately ? 50 million in 2010, the projected annual cost savingsof the new projects are currently expected to be approximately ? 12million, of which approximately ? 10 million is expected to berealised in 2010. The costs associated with these new projects areexpected to be around ? 40 million. The cash outflow will beapproximately ? 25 million.Standby arrangementDraka entered into a standby arrangement with ING Commercial Finance,part of ING Group. The arrangement offers Draka the opportunity tosell accounts receivable of several of its European entities to INGCommercial Finance with a maximum of ? 50 million. Draka considersthe arrangement as an insurance policy to be able to furtherstrengthen the balance sheet if so desired. Draka is entitled toactivate the arrangement, which runs for at least 24 months, at anytime.Amsterdam, 1 October 2009Pdf version of the press releasePdf versie van het persberichtNOTE FOR EDITORS: for more information, please contact:Draka Holding N.V.:Michael Bosman - Director Investor RelationsT: +31 20 568 9805 / E: michael.bosman(at)draka.comCautionary note regarding forward-looking statementsThis announcement contains forward-looking statements.Forward-looking statements are statements that are not based onhistorical fact, including statements about our beliefs andexpectations. Any statement in this announcement that expresses orimplies our intentions, beliefs, expectations or predictions (and theassumptions underlying them) is a forward-looking statement. Suchstatements are based on plans, estimates and projections as currentlyavailable to the management of Draka. Forward-looking statementstherefore speak only as of the date they are made and we assume noobligation to publicly update any of them in the light of newinformation or future events.Forward-looking statements involve inherent risks and uncertainties.A number of significant factors could therefore cause actual futureresults to differ materially from those expressed or implied in anyforward-looking statement. Such factors include but are not limitedto conditions on the markets in Europe, the United States andelsewhere from which we derive a substantial portion of our revenue,potential defaults on the part of borrowers or tradingcounterparties, the implementation of our restructuring programmeincluding the envisaged reduction in headcount and the reliability ofour risk management policies, procedures and methods. For moreinformation on these and other factors, please refer to our annualreport. The forward-looking statements contained in this announcementare made as of the date hereof and the companies assume no obligationto update any forward-looking statement contained in thisannouncement.+-------------------------------------------------------------------+| 2009 financial calendar (provisional) || ||-------------------------------------------------------------------|| | || Publication of 2009 second-half | Thursday, 12 November || trading update | 2009 || | (before start of trading) || | |+-------------------------------------------------------------------+Company profileDraka Holding N.V. ('Draka') is the holding company of a number ofoperating companies that are active worldwide in the development,production and sale of cable and cable systems. Draka's activitiesare divided into three groups: Energy & Infrastructure, Industry &Specialty and Communications.Within these three groups, the activities are organised intodivisions. Energy & Infrastructure consists of the Europe andAsia-Pacific divisions; Industry & Specialty consists of theAutomotive & Aviation, Elevator Products, Cableteq USA and Industrialdivisions and the Communications Group comprises the TelecomSolutions, Multimedia and Specials, Americas and Optical Fiberdivisions.Draka has 68 operating companies in 30 countries throughout Europe,North and South America, Asia and Australia. Worldwide, the Drakacompanies employ some 9,900 people. Draka Holding N.V.'s head officeis in Amsterdam. In 2008, Draka reported revenue of ? 2.7 billion andnet income of ? 83.5 million (excluding non-recurring items).Draka Holding N.V. ordinary shares and subordinated convertible bondsare listed on NYSE EuronextAmsterdam. The company has been included in the Next150 index since2001 and the AMX index(Amsterdam Midkap index) since 4 March 2008. Options on Draka sharesare also traded onthe NYSE Euronext Amsterdam Derivative Markets.More information on Draka Holding N.V. can be found at www.draka.com.The Shares have not been and will not be registered under the USSecurities Act of 1933, as amended (the "US Securities Act") and maynot be offered or sold in the United States absent registration or anexemption from registration. The Company does not intend to registerany portion of the Offering in the United States or to conduct apublic offering of securities in the United States.In relation to each member State of the European Economic Area whichhas implemented the Prospectus Directive (as defined below) (each, a"Relevant Member State"), with effect from and including the date onwhich the Prospectus Directive is implemented in that Relevant MemberState (the "Relevant Implementation Date"), the Offering will not bemade to the public in that Relevant Member State, except, with effectfrom and including the Relevant Implementation Date:(i) to qualified investors (as defined in the Prospectus Directive orimplementing legislation in the Relevant Member State) ("QualifiedInvestors");(ii) to fewer than 100 natural or legal persons (other than qualifiedinvestors as defined in theProspectus Directive); or(iii) in any other circumstances which do not require the publicationby the Company of aprospectus pursuant to Article 3 of the Prospectus Directive.For the purposes of this provision and when used elsewhere in thisannouncement, the expression an "offer of Shares to the public", orany similar expression, in relation to any Shares in any RelevantMember State means the communication in any form and by any means ofsufficient information on the terms of the Offering and the Shares tobe offered so as to enable an investor to decide to purchase orsubscribe for the Shares, as the same may be varied in that MemberState by any measure implementing the Prospectus Directive in thatMember State and the expression "Prospectus Directive" when used inthis announcement means Directive 2003/71/EC and includes anyrelevant implementing measure in each Relevant Member State.http://hugin.info/130732/R/1345328/322899.pdfhttp://hugin.info/130732/R/1345328/322900.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 01.10.2009 - 17:57 Uhr
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