Royal Imtech announces 94.50% take-up in rights offering; rump offering starts with immediate effect
July 25 2013 - 12:01PM
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION INTO
OR IN THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN
· 336,994,100 new ordinary shares subscribed for through the
exercise of transferable subscription rights
· Rump offering of 19,603,888 new ordinary shares to commence
with immediate effect
Royal Imtech N.V. ("Royal Imtech") announces that,
in connection with its 4 for 1 rights offering of 356,597,988 new
ordinary shares with a nominal value of EUR 0.80 each in the share
capital of Royal Imtech (the "Offer Shares") at an issue price of
EUR 1.40 per Offer Share (the "Issue Price") (the "Rights
Offering"), it has received subscriptions for 336,994,100 Offer
Shares through the valid exercise of transferable subscription
rights ("Rights"). This represents a take-up of approximately
94.50% of the Offer Shares.
Rump offering
The Rights exercise period ended at 15:00 CEST on 25 July 2013.
Starting today, the 19,603,888 Offer Shares that were issuable upon
the exercise of Rights, but have not been subscribed for during the
exercise period (the "Rump Shares"), will be offered for sale by
ING and Rabobank (the "Joint Bookrunners") by way of private
placements to institutional investors in the Netherlands and
certain other jurisdictions at a price at least equal to the Issue
Price (the "Rump Offering", and together with the Rights Offering,
the "Offering").
The Joint Bookrunners and Commerzbank (together, the "Managers"),
severally and not jointly, will pro rata to their respective
underwriting commitments, at the Issue Price 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, or
sold but not paid for on the Settlement Date (as defined below), in
accordance with the terms and subject to the conditions of the
underwriting agreement entered into between the Managers and Royal
Imtech as amended from time to time (the "Underwriting Agreement").
The Rump Offering will commence with immediate effect and is
expected to end no later than 17:30 CEST tomorrow.
Upon the completion of the Rump Offering, if the aggregate proceeds
for the Rump Shares offered and sold in the Rump Offering, after
deduction of selling expenses (and any applicable taxes, 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 issue a separate press release
to announce if any Unexercised Rights Payment is available for
distribution to holders of unexercised Rights.
Royal Imtech and the Joint Bookrunners cannot guarantee that the
Rump Offering will be successfully completed. Neither Royal Imtech,
nor the Managers, nor ING Bank N.V. as Subscription, Listing and
Paying Agent nor any person procuring purchases for the Rump
Shares, will be responsible for any lack of Excess Amount arising
from any placement of the Rump Shares in the Rump
Offering.
Allotment of the Offer Shares is expected to take place tomorrow.
Issuance of, payment for and delivery of the Offer Shares is
expected to occur on 31 July 2013 (the "Settlement Date"). Royal
Imtech expects that the Offer Shares will be listed and that
trading in the Offer Shares will commence on NYSE Euronext
Amsterdam on 31 July 2013, barring unforeseen
circumstances.
More information
For more information on the Offering and Royal Imtech, reference is
made to the Prospectus dated 4 July 2013 and the supplement to the
Prospectus dated 19 July 2013 (the "Supplement"). Copies of the
Prospectus and the Supplement can be accessed via the website of
Royal Imtech at www.imtech.com.
Media, analysts & investors:
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 and the supplement to the prospectus made generally
available in the Netherlands in connection with such offering.
Copies of the prospectus and 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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