Royal Imtech provides a trading update, announces EUR 30 million financing preference shares issue and extends the rights off...
July 18 2013 - 2:01AM
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION INTO
OR IN THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN
In the process of preparing its half year results
2013, Royal Imtech now has a preliminary view of its performance
for the first six months of 2013. In connection therewith, Royal
Imtech provides this trading update now. The more conservative
approach taken by newly appointed divisional financial management
has resulted in various valuation allowances and expected project
losses. These allowances and losses are of a non-cash
nature.
In line with our trading update of 28 June 2013, operating
performance for the divisions Imtech Germany & Eastern Europe,
Imtech Benelux and Imtech Marine has continued to be poor in
June.
Over the second quarter of 2013, revenue development at Imtech
Germany & Eastern Europe is satisfactory. Cost levels remain
too high, resulting in a significant loss in the second quarter of
2013.
Over the same period, the Imtech Benelux performance is affected by
volume and price pressure in the commercial real estate and
infrastructure markets. In addition, Imtech Benelux will recognise
valuation allowances and expected project losses amounting in
aggregate to approximately EUR 15 million in the second quarter of
2013. Both factors will contribute to a significant loss for Imtech
Benelux in the period.
The performance of Imtech Marine in the second quarter is affected
by lower volumes and the high cost level within the Imtech Marine
division. In addition, valuation allowances and expected project
losses amounting in aggregate to approximately EUR 25 million will
be recognised. Both factors will contribute to a significant loss
for Imtech Marine in the second quarter of 2013.
In light of the above, Royal Imtech will update the goodwill
impairment tests for Imtech Benelux and Imtech Marine as per 30
June 2013.
The other divisions of Royal Imtech continue to perform at
satisfactory levels.
As previously announced, steps have been taken to improve
operational performance in the Germany & Eastern Europe,
Benelux and Marine divisions. In these divisions senior management
(CEO and CFO) has recently been replaced and restructuring programs
have been initiated.
In Germany there will be a headcount reduction of 550 jobs and an
indirect cost saving program with an expected benefit of
approximately EUR 40 million over the next three years. The
implementation of the headcount reduction is expected in the second
half of 2013. In the Benelux division a headcount reduction of 550
jobs is underway. Implementation is largely completed with the
remaining part scheduled for the second half of 2013. In the Marine
division a headcount reduction program of 140 jobs is planned.
Implementation is scheduled for the second half of 2013.
The headcount reduction programs are part of the restructuring
programs as announced on 23 April 2013. The benefits of the
restructuring programs are expected to contribute to results from
the second half of 2013 onwards.
Of the total cost for the announced headcount reduction program of
EUR 80 million, Royal Imtech will include approximately EUR 42
million in its first half year results. The remainder will be
booked in the second half year of 2013.
Of the previously announced estimated EUR 110 million for the
financial restructuring costs, approximately EUR 65 million will be
included in the first half year, of which circa EUR 25 million
directly in the income statement and circa EUR 40 million in the
balance sheet, part of which will be amortized over time in
accordance with IFRS guidelines.
The net debt position as per 30 June 2013 is stable and in line
with the net debt position as per the end of May 2013.
In order to further strengthen its balance sheet, Royal Imtech has
entered into a binding term sheet with ING and Rabobank for
the placement with ING and Rabobank of cumulative financing
preference shares raising gross proceeds of EUR 30 million. Subject
to shareholder approval, the cumulative financing preference shares
may be convertible in Royal Imtech ordinary shares. The dividend
yield on the cumulative financing preference shares will be
approximately 4.48% per annum. Issue of the cumulative financing
preferences shares is amongst others subject to completion of the
Offering. In line with what has been stated previously in our 2012
financial statements and prospectus, Royal Imtech will be
evaluating other measures to strengthen its balance sheet and
reduce indebtedness levels. Such measures include disposals of
assets, business units or divisions or further accessing the
capital markets, and Royal Imtech envisages to take decisions to
pursue any such steps subject to further review.
The Offering is underwritten by ING, Rabobank and Commerzbank on
customary terms. Major shareholder ING AM Insurance Companies B.V.
has committed to participate in the Rights Offering pro rata its
capital interest in Royal Imtech of 5.72%.
In connection with the information provided above, a supplement to
the Prospectus will be published and made available on the rights
issue page of Royal Imtech's website
(http://imtech.com/EN/rightsissue.html). Following publication of
the supplement and until 17:00 hours CEST on Wednesday 24 July
2013, investors who have exercised rights may withdraw their
subscriptions. In such case, investors should contact the financial
intermediary through which the Rights are held. Publication of the
supplement to the Prospectus will be announced by a press release
and is expected to take place in the coming days.
To provide investors with the opportunity to incorporate the
information above, the timetable for the Offering will be amended
as follows. The end of trading in the rights on NYSE Euronext
Amsterdam will be postponed from 15:00 hours CEST today to 13:00
CEST on Thursday 25 July 2013. The end of the Exercise Period will
be postponed from 17:00 hours CEST today to 15:00 hours CEST on
Thursday 25 July 2013. The time until which notification of
exercise instructions may be validly given may be earlier,
depending on the financial intermediary through which the Rights
are held.
The Rump Offering, if any, is expected to take place on Friday 26
July 2013. Settlement of the Rights Issue will, barring unforeseen
circumstances, take place on 31 July 2013.
The condensed consolidated interim financial statements for the six
months ended 30 June 2013 are expected to be published on 27 August
2013, including a review report by Royal Imtech's auditor
KPMG.
Capitalised terms not defined herein have the meaning as given in
the press release of 4 July 2013.
More
information
For more information, shareholders can contact their broker or the
shareholders helpdesk 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 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 generally
available in the Netherlands, and the supplement to the prospectus
to be made generally available in the Netherlands, in connection
with such offering. Copies of the prospectus, and when made
generally available the supplement to the prospectus, may be
obtained at no cost from the Company or through the website of the
Company.
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