IM Ingram Micro Inc. (delisted)

• Final waiver and amendment agreement with main financiers
• Rights issue preparations on track
• Publication of audited financial statements 2012 important next step in recovery plan
• Audited results in line with preliminary figures 2012

Note: 2011 restated in accordance with IAS8

Gerard van de Aast, CEO: 'The publication of the audited results brings a difficult and turbulent period to an end. Imtech must now look forward and implement the recovery plan. Imtech's core value proposition based on its technological capabilities and market coverage is still intact. The people at Imtech will move forward and continue to make serving their customers their top priority. To all our stakeholders we truly apologize for the turmoil and disappointment we have caused.'

Final agreement with main financiers
After the identification of the irregularities in Germany and Poland, it was clear that Imtech was not going to meet its year-end 2012 financial covenants. On 15 June, Imtech reached final agreement with its main financiers (including the lenders of the syndicated bank loans, the holders of unsecured senior notes and its largest guarantee providers) regarding a waiver and amendment agreement for the outstanding facilities. The main financiers will continue to make their current facilities available, under amended conditions as stated below. This agreement gives an important signal to our customers, suppliers, employees and shareholders and enabled us to finalise the 2012 financial statements.  The amended conditions include:

• No testing of financial covenants for 2013, quarterly testing from Q1 2014
• Step-up in margins: 300 basis points (of which 100 basis point PIK) until leverage < 2.0x, 175 basis points thereafter.
• Restrictions in relation to new debt, acquisitions, disposals and dividend.
• Security from pledge of shares of material subsidiaries.

Rights issue update
On 27 February, 2013 Imtech announced the intention to strengthen its shareholders' equity with a rights issue of 500 million Euro. The proceeds of the rights issue (after the deduction of costs) will be fully utilized for debt reduction, resulting in a reinforcement of Imtech's capital structure. A more extensive explanation of the rights issue is included in the agenda of the Annual General Meeting of shareholders, published on the company's website (imtech.com). Approval for the rights issue will be requested in the Annual General Meeting of shareholders on 28 June, 2013. The announced rights issue is expected to be completed this summer.

Restatement of comparative figures 2011
The financial statements 2012 include the financial effects of several significant events. These financial effects relate to the financial year 2012 itself and, to a lesser extent, to prior years. These prior year effects have been corrected in the financial statements 2012, by restating the comparative figures 2011, in accordance with IAS 8. For further information reference is made to the notes to the consolidated financial statements 2012 in the annual report 2012.

Preliminary Annual figures for 2012
Compared to the preliminary annual figures 2012, as published on 21 May 2013, total equity as at 31 December 2012 and the result for the year 2012 have remained unchanged. Certain reclassifications have been applied, which are described below.

Total revenue and total operating expenses have both been adjusted downward, which has - on balance- no effect on the result from operating activities (EBIT).

Total working capital has remained unchanged, however with some changes between individual items within working capital.

Net debt has remained unchanged, but the presentation in the balance sheet has changed. In accordance with IFRS, upon not meeting the covenants as per 31 December 2012, the total carrying values of the syndicated loans and senior note facilities have been presented as current liabilities in the financial statements 2012. This presentation is required, despite having obtained waivers as per 15 June 2013. Reference is made to note 25 to the consolidated financial statements in the annual report 2012.

Financial performance

Note: 2011 restated in accordance with IAS8

Revenue
In 2012 revenue increased by 7% to 5,432.9 million euro. In the Benelux revenue decreased by 7% due to difficult market circumstances, especially in the buildings and infra markets. In Germany & Eastern Europe revenue decreased 9%, also primarily due to significant events. The revenue in UK & Ireland increased by 49% also impacted by the acquisition of Capula in the UK. In Spain & Turkey revenue increased by 27% due to the acquisition of AE Arma-Elektropanç in Turkey offset by a decrease in Spain. Revenue in Nordic increased by 15% and in ICT, Traffic & Marine increased by 13%.

EBITDA
For 2012 EBITDA was a loss, primarily due to the write-offs in Poland, Germany and the Netherlands as well as difficult market conditions in Benelux, Spain and Marine. The EBITDA in Spain & Turkey was negative. ICT, Traffic & Marine EBITDA decreased 25%, mainly as a result of margin pressure. The EBITDA of UK & Ireland increased by 67% and also Nordic EBITDA increased by 9%.

Depreciation, Amortisation and Impairments
The increase of the depreciation to 39.9 million euro is in line with the growth of the company. Amortisation of intangible assets amounted to 43.6 million euro. The year-on-year increase was due to the impact of acquisitions in 2012 and first full year impact of 2011 acquisitions. The impairments of in total 23.3 million euro are related to an impairment on Spanish goodwill of 20 million euro, 1.0 million euro impairment loss on other intangible assets and 2.3 million euro is an impairment loss on property, plant and equipment.

Net finance result
In 2012, the net finance result decreased by 13.9 million euro to -65.9 million euro. The net finance result includes the net interest expenses on the net interest-bearing debt position, as well as net interest expenses on employee benefits, currency effects, other finance expenses, such as bank guarantees and factoring fees, and adjustments in the valuation of certain assets and liabilities.

The net interest expenses amounted to 43.5 million euro compared to 34.2 million euro in 2011. The increase is related to the increase of net interest-bearing debt. The net result on employee benefits improved by 1.0 million euro to -8.4 million euro. Foreign currency loss was 4.3 million euro compared to a loss of 1.8 million euro in 2011. The remaining negative effect of 9.7 million euro (2011: 6.6 million euro) was mainly due to adjustments in the valuation of certain assets and liabilities.

Tax
In 2012, tax expense of 4.8 million euro was significantly lower compared to 2011 mainly due to write-offs for which potential tax benefits could not be fully recognised.

Note: 2011 restated for comparison purposes

Balance sheet

Note: 2011 restated for comparison purposes

Note: 2011 restated for comparison purposes

In 2012, intangibles increased to 1,299.7 million euro due to the acquisitions in 2012, which are mainly goodwill related. Working capital reduced to 68.4 million euro primarily due to the write-offs in Germany, Poland and the Netherlands, as well as extension of payment terms to creditors. Total equity decreased by 266.5 million to 556.6 million euro due to the reported net loss 2012 of 226.3 million euro, paid dividends over 2011 of 34.2 million euro and 6.0 million euro for other items. The net interest-bearing debt increased by 197.4 million euro to 773.1 million euro is primarily a result of the acquisitions and paid earn-outs for in total 104.2 million euro, capital expenditures for 80 million euro and a weak cash flow from operating activities. The assets and liabilities held for sale relate to a developed data centre in Germany.

Cash flow statement

Note: 2011 restated for comparison purposes

In 2012 the operating cash flow before changes in working capital was 58.1 million euro negative, primarily due to the reported net loss of 226.3 million euro. The cash flow from operating activities was 116.5 million euro primarily due to extending the payment terms with creditors. The net cash flow from investing activities was 156.4 million euro negative primarily due to acquisitions and capital expenditures partly offset by proceeds of divestments of assets.

Performance by operating cluster

* Note: 2011 restated for comparison purposes

In Benelux, revenue decreased in 2012 by 7% to 957.6 million euro. The decrease reflects the difficult market circumstances especially in the buildings and infra markets. As a result of these difficult markets, a restructuring was announced in October 2012 to reduce the workforce by 730 employees which led to costs relating to redundancy payments. The restructuring charge of 35.7 million euro was recorded in 2012. The restructuring was completed in first half-year 2013. The EBITDA changed into a loss of 54.6 million euro. The order book at the end of 2012 was 1,167 million euro, a decrease of 6%. The number of employees was reduced by 5% to 6,122, due to the restructuring programme started in 2012.

* Note: 2011 restated for comparison purposes

In Germany & Eastern Europe, the revenue decreased by 9% and EBITDA changed into a loss primarily due to the write-offs earlier announced, resulting in both a decrease of revenue and an increase in cost. The expected effect on the structural profitability of the activities in Germany & Eastern Europe is a normalised EBITDA level of 4-6%, in line with the industry and group average. The order book increased by 18% to 2,485 million euro.

In the UK & Ireland revenue increased by 49% also impacted by the acquisition of Capula in May 2012 and some roll-over effect of two acquisitions in 2011. The UK buildings market was affected by a lack of economic growth and investment driven by a combination of government cut-backs and the reluctance of the private sector. In this context, over-capacity in the UK buildings industry has led to a significant increase in competition and a change in behaviour amongst main contractors. Despite difficult market conditions in the UK, the company achieved a good performance, supported by the activities in the UK water market. Despite the challenging state of the Irish economy, here too a good performance was achieved. The export of technical solutions to emerging markets was also substantial. The EBITDA increased in 2012 by 67% to 44.2 million euro and the EBITDA margin improved to 5.9% compared to 5.2% in 2011. The order book increased by 12% to 575 million euro.

* Note: 2011 restated for comparison purposes

The revenue in Spain & Turkey increased by 27% to 234.2 million euro. The revenue in Spain decreased by 28 million euro to 156 million euro, reflecting difficult market conditions. Given these conditions, medium and long term expectations were adjusted and  a restructuring programme was executed to adjust the organisation to the lower market volumes and lower market expectations. Also, an impairment loss of 20 million euro was taken in 2012. In March 2012, the Turkish technical services provider AE Arma-Elektropanç was acquired, contributing 78 million euro to revenue 2012. The EBITDA in 2012 changed into a loss, due to the loss in Spain which was only partially offset by the EBITDA profit in Turkey. The order book increased by 59% to 334 million euro.

The Nordic revenue increased by 15% to 804.9 million euro. As the level of integration of the acquisitions has been too low, a new strategy for further integration was started at the end of 2012. This new strategic direction includes (1) rebranding of the acquired companies by adapting the Imtech brand name, (2) co-location of smaller branches in order to facilitate coordination and reduce costs through economies of scale and (3) setting up a new sales organisation for nation-wide service customers. The EBITDA increased by 9% to 60.3 million euro. The margin decrease to 7.5% reflects the pressure in some areas of the cluster. The order book increased by 19% to 761 million euro.

In ICT, Traffic & Marine the revenue amounted to 1,313.5 million euro in 2012 compared to 1,161.5 million euro in 2011. For ICT the revenue increased by 20% to 667.0 million euro also impacted by the acquisition of Capula and the remaining 50% of F&M Asia in 2011. In Traffic the revenue was 155 million euro in 2012 compared to 154 million euro in 2011 as a result of two small acquisitions against a revenue decline in governmental business in some countries. The Marine business generated a revenue of 492 million euro in 2012, an increase of 8% compared to 2011. The EBITDA decreased by 23% to 64.5 million euro. Within ICT the EBITDA increased although the EBITDA margin decreased. The EBITDA in Traffic and Marine decreased but remained at a positive level. In 2012, a restructuring programme was implemented and finished for the Marine activities to reduce the workforce in the Dutch and German operations and bring the cost level in line with the order book levels and market volumes. The order book decreased by 2% to 1,087 million euro.

Group management
The group management costs increased by 7.1 million euro to 29.6 million euro. Total number of employees in group management at year-end 2012 are 49 (2011: 48 employees).

Outlook
2013 will be a year of transition. In several markets, in particular the Benelux and Germany, Imtech has to deal with lower market volumes and has to adjust its cost base to these market conditions. On 23 April 2013, Imtech announced a restructuring programme of 80 million euro. As a result of the recent events, Imtech is in the process of a financial restructuring for which it expects out of pocket costs of approximately 110 million euro and increased interest margins going forward. No specific forecasts are being made regarding 2013.

Acquisitions in 2012
In 2012 Imtech acquired 10 companies of which the most important one are in Turkey, UK & Ireland, Nordic and Traffic.

• In Turkey, Imtech acquired 80% of the shares in the technical services provider AE Arma-Elektropanç with 1,200 employees and a revenue of approximately 90 million euro on annual basis. The remaining 20% of the shares are still owned by the sellers, some of them are member of the management team of the acquired company.
• In UK & Ireland, the UK system integrator Capula Group with 180 employees and around 50 million euro revenue on annual basis was acquired.
• In Traffic, Imtech acquired two related Finnish companies SSR and Polar with in total 50 employees and an annual revenue of approximately 15 million euro.

The total acquisition price of all acquisitions including earn-outs based on enterprise value amounted to 107.2 million euro. The total annualised revenue amounted to around 155 million euro. Total costs made for these acquisitions are 3.8 million euro, which are included in group management costs.

Dividend
No dividend will be paid out for the financial year 2012. As a result of the waiver and amendment agreement with our main financiers, Imtech will not pay any dividends as long as it has not reached a leverage ratio of below 2.0x. As soon as the leverage is below 2.0x, Imtech aims to pay out dividend of 40% of the net result.

Financial calendar

• 28 June 2013: Annual General Meeting of shareholders in Rotterdam.
  The agenda includes discussion of the 2012 annual figures, discussion of the report to shareholders about the results of the investigations, amendment to the articles of association and issue of shares for the rights issue, and amendment of the remuneration policy;
• 2 August 2013: Extraordinary General Meeting of shareholders in Rotterdam.
  The agenda includes the adoption of the 2012 Annual Accounts, appointment of two new supervisory board members;
• 27 August 2013: publication of 2013 semi-annual figures.

Press conference
Today at 10.00 hours (CET) Imtech will organize a press conference in the Novotel Amsterdam City hotel, Europaboulevard 10 in Amsterdam. This meeting will be video webcasted via www.imtech.com.

Analyst meeting
Today at 12.00 hours (CET) Imtech will organize a sell-side analyst meeting in the Novotel Amsterdam City hotel, Europaboulevard 10 in Amsterdam. This meeting will be video webcasted via www.imtech.com.

More information

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 approximately 5.4 billion euro. 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 Imtech serves 24,000 customers. 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. 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 AEX Index.

Disclaimer

Please read this carefully as it applies to all persons who read this press release. This press release contains information and documents relating to an offer, through a rights issue, of new shares of Royal Imtech N.V. You may not be eligible to view the contents of that information and those documents. Accordingly, if you wish to read this information you must first inform yourself about and then observe the statutory and regulatory requirements applicable to you and to your jurisdiction. In order to establish whether or not you may view the information and documents please read the disclaimer below in full.

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 authorized 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.

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 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.

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