NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED
STATES, CANADA, JAPAN OR AUSTRALIA
· Rights issue will be completely used for
debt reduction
· Measures to make financial structure more robust
· Write-off of 150 million euro for Polish projects
· Write-off of 150 million euro for German projects
· Strengthening management model
Gouda, the Netherlands -
Royal Imtech N.V. (IM-AE, technical services provider in and
outside Europe) announces that the company will strengthen its
equity through a rights issue of 500 million euro. The proceeds of
the rights issue will be completely used for debt reduction. As a
result of this the balance sheet of Imtech will be
reinforced.
Gerard van de Aast, CEO of Imtech: 'The recent
developments in Poland and Germany and the related write-downs
require a tightening of the quality and effectiveness of our
business controls. Our financial structure also appeared to be
lacking in robustness. By the intended strengthening of our equity
and the measures that have been taken, we are laying a solid
foundation for the future.'
Rights
issue
Imtech will strengthen its equity through a rights issue of 500
million euro. This rights issue is led by ING and Rabobank as Joint
Global Coordinators and Joint Bookrunners and guaranteed by means
of a volume underwriting commitment, under usual conditions. Major
shareholder ING AM Insurance Companies supports the rights issue in
proportion to its shareholding of 5.19%. ING AM Insurance Companies
has also committed itself to vote in favour of the rights issue in
the General Meeting of Shareholders. The proceeds of the rights
issue will be completely used for debt reduction and will reinforce
the balance sheet. The rights issue has to be approved by the
shareholders. ING and Rabobank are acting as financial advisors to
Imtech.
Robust financial
structure
The consultation with Imtech's lenders, as announced on February
4th, is taking place in a constructive atmosphere. As a result of
this and the debt reduction after the rights issue we expect a
positive conclusion of these talks. Imtech as of today aspires for
an average net debt/EBITDA ratio of 1.5 - 2.0. Besides this, there
has to be ample financial space to finance the seasonal need for
working capital and for unforeseen circumstances. With these
principles and the debt reduction our financial structure becomes
more robust and conservative.
Bridge
facility
With ING and Rabobank a temporary bridge facility of 500 million
euro has been agreed for 2013. Of this facility, 300 million euro
is available immediately and a further 200 million euro is
available after reaching an agreement with the major lenders. This
facility serves as an addition to the existing credit facilities
and, if necessary, will be used to finance the normal seasonal
fluctuations in working capital.
Financial
advisors
ING and Rabobank are acting as financial advisors of Imtech.
Poland
In our press release issued on February 4th, we said that possible
irregularities concerning projects in Poland have taken place. A
write-off of at least 100 million euro was expected. Because of the
possible irregularities Imtech started a forensic investigation and
suspended the Polish management. The forensic investigation is well
under way and will definitely take several more weeks. The
provisional results lead to the conclusion that the write-off in
Poland will amount to around 150 million euro (before taxes). This
write-off relates to the Adventure World Warsaw project, which was
communicated earlier, as well as to other Polish projects.
Germany
Imtech stated in the press release issued on February 5th that the
CEO and CFO of Imtech Germany stepped down because of the situation
in Poland. The newly appointed management has been confronted with
valuation problems with its projects and debtors in Germany. An
evaluation of these leads to the preliminary conclusion that a
write-off of around 150 million euro (before taxes) is necessary in
Germany. This write-off relates to a write-off on old debtors, a
lower estimation of work in progress and losses which were passed
on to the future without proper justification. In relation to this,
the structural profitability of the German and Eastern European
operations is expected to be at an EBITA level of 4 - 6% which is
in line with the average of the group profitability. In the past a
higher margin target was set for Germany and Eastern Europe.
Imtech Germany is a prominent company in the
market. The excellent technical skills of our over 5,000 employees
are used every day to service our clients. We have an excellent and
longstanding relationship with many of these clients, among which
are some of Germany's leading companies.
Strategy and
acquisitions
Given the necessary strengthening of the balance sheet Imtech no
longer strives for the targets set for revenues and margins for
2015. In 2013 and 2014 the priority will be on the sharpening of
the operational execution of business processes in all parts of the
company with a special focus on project management, working capital
management and cash generation. Organic growth will also be a major
factor. Imtech foresees no acquisitions in these years. As of 2015
Imtech will actively pursue its acquisitions again. The still
fragmented growth markets in which Imtech operates offer - apart
from organic growth - attractive growth opportunities through
acquisitions.
Management
model
The existing decentralized management model of Imtech will continue
to be a cornerstone of our organization. This model stimulates
local entrepreneurship and an optimal relationship with clients and
other stakeholders, and hence the growth of the company. The recent
developments in Poland and Germany have led to the conclusion that
reinforcement of the quality and effectiveness of our business
controls is necessary. This concerns sharpened authorization and
competences schemes, tight steering and control of large projects
and reinforcing the financial function and reporting process. The
role of the Board of Management will become more operational and
the Board will be expanded for this purposes. At the Annual General
Meeting of shareholders we will communicate more specifically about
this.
Management targets and
variable remuneration
In consultation with the Supervisory Board we will evaluate the
management targets and the related variable remuneration component
for the management. Remuneration systems and targets will be
aligned with the strategy. As stated before, more attention will be
given to the operational execution of business processes with
special attention to project management, working capital management
and cash generation. Of course this will also affect the variable
remuneration of the Board of Management. The Board of Management
has not received a variable remuneration for the year 2012.
Dividend
As announced in our press release on February 4th we do not expect
to distribute any dividends for the year 2012. It is our intention
to restart distributing dividend as soon as possible.
Determination of financial
statements 2012 and Annual General Meeting of
Shareholders
For the completion of the financial statements over 2012 we are
dependent on the final results of the investigation in Poland and
Germany. We aim to determine the financial statements before the
end of April 2013. The Annual General Meeting of Shareholders will
take place six to eight weeks afterwards.
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Analyst meeting, press
conference and webcast
Today at 10.00 hours Imtech will
organize a sell-side analyst meeting in the Mövenpick Hotel
Amsterdam, Piet Heinkade 11, 1019 BR Amsterdam. This meeting will
be video webcasted with a call-in facility. For the webcast go to
www.imtech.com. For the call-in facility, which is only open for
sell-side analysts the dial-in number is +31
(0) 20 717 68 68, code 95553046#
At 12.00 hours a press conference will be held,
also in the Mövenpick Hotel Amsterdam. This conference can also be
followed via video webcast (www.imtech.com).
Photography
Photographs of the CEO and CFO of Royal Imtech N.V. will be
available to the media via Fotopersbureau Dijkstra. For further
information: Fotopersbureau Dijkstra, telephone: +31 297 56 68 83,
E-mail info@fotodijkstra.nl.
More information
Media: |
Analysts & investors: |
Pieter Koenders
Director Group Communications
T: +31 655 74 65 85 / +31 182 54 35
53
E: pieter.koenders@imtech.com
www.imtech.com |
Jeroen Leenaers
Director Investor Relations
T: +31 182 543 504
E: jeroen.leenaers@imtech.com
www.imtech.com
|
Imtech
profile
Royal Imtech N.V. is a European technical
services provider in the fields of electrical solutions, ICT
(information and communication technology) and mechanical
solutions. With 29,000 employees, Imtech achieves annual revenue of
more than 5.1 billion euro. Imtech holds strong 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
Imtech serves 24,000 customers. Imtech offers added value with
integrated and multidisciplinary total solutions that lead to
better business processes and more efficiency for customers and the
customers they, in their turn, serve. Imtech also offers solutions
that contribute towards a sustainable society - for example, in the
areas of energy, the environment, water and traffic. Imtech shares
are listed on the NYSE Euronext Amsterdam, where Imtech is included
in the Midkap Index. Imtech shares are also included in the Dow
Jones STOXX 600 index.
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This press release is a
translation of an original Dutch version. In case of any
differences the Dutch version prevails.
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Legal
notices
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 or any (other) jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction.
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 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 are not and will
not be registered under the US 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. With respect to any Member State of the
European Economic Area 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, except that such action is intended to be undertaken
in respect of the Netherlands. 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.
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 to be made generally available
in the Netherlands in connection with such offering. When made
generally available, copies of the prospectus may be obtained at no
cost from the Company or through the website of the
Company.
Pdf: Imtech Press Release
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
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