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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 Ordinary Shares |
9:00 CEST on 5 July 2013 |
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 the Offer Shares
(the "Closing Date") |
24 July 2013(2) |
Expected admission to trading of the Offer Shares on
Euronext Amsterdam |
9:00 CEST on 24 July 2013 |
(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@georgeson.com.
Media: |
Analysts & investors: |
Dorien Wietsma
Director Corporate Communication & CSR
T: +31 182 54 35 53
E: dorien.wietsma@imtech.com
www.imtech.com |
Jeroen Leenaers
Director Investor Relations
T: +31 182 543 504
E: jeroen.leenaers@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
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announcement is distributed by Thomson Reuters on behalf of Thomson
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(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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