NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION INTO
OR IN THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN
· Rump shares priced at EUR 1.80 per rump
share
· Successfully concludes Imtech's approximately EUR 500
million rights issue
· Unexercised Rights Payment of EUR 1.60 per unexercised
Right
Gerard van de Aast, CEO Royal Imtech: "We are very
satisfied with the 94.50% take-up we announced yesterday and the
results from the rump offering. It shows that our shareholders are
committed to Royal Imtech going forward and have confidence in the
recovery plan as currently being implemented. The completion of the
offering is an important milestone in the financial restructuring
of Royal Imtech. We are ready to move Royal Imtech
forward."
Rump Offering
Royal Imtech N.V. ("Royal Imtech") announces, in connection with
its 4 for 1 rights offering ("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 pricing and
placement of the 19,603,888 Offer Shares which have not been
validly subscribed for during the exercise period ("Rump
Shares").
Reference is made to the press release issued on 25 July 2013, in
which the take up of approximately 94.50% of the Rights Offering
and the start of the
Rump Offering were announced.
Yesterday and today, the Rump Shares were sold by ING and Rabobank
(the "Joint Bookrunners") by way of private placements in the
Netherlands and certain other jurisdictions at EUR 1.80 per Rump
Share (the "Rump Offering", and together with the Rights Offering,
the "Offering").
Allotment of the Rump Shares is expected to take place today.
Issuance of, payment for and delivery of the Offer Shares (which,
for the avoidance of doubt, includes the Rump Shares) is expected
to occur on 31 July 2013. Royal Imtech expects that the Offer
Shares will be listed and trading in the Offer Shares will commence
on NYSE Euronext Amsterdam on 31 July 2013, barring unforeseen
circumstances.
Unexercised Rights Payment
Since the aggregate proceeds for the Rump Shares offered and sold
in the Rump Offering, after deduction of selling expenses
(including any value added tax), exceed the aggregate issue price
of the 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 such part of the Excess Amount pro rata
to the number of unexercised Rights reflected in such holder's
securities account amounting to EUR 1.60 per unexercised Right (the
"Unexercised Rights Payment").
The Unexercised Rights Payment will be distributed to holders of
unexercised Rights as soon as possible after the closing of the
Offering (expected 31 July) and will be credited to those holders
through the facilities of the Nederlands Centraal Instituut voor
Giraal Effectenverkeer B.V. ("Euroclear Nederland"). Payments will
be made in euro only, without interest and after withholding of any
applicable taxes. If any such holders have not received the
Unexercised Rights Payment within a reasonable time after the
closing of the Offering, they should contact the financial
intermediary through which they hold unexercised Rights.
Update on issuance of cumulative financing
preference shares
On 18 July 2013 Royal Imtech announced it had entered into a
binding term sheet with ING and Rabobank for the placement of
cumulative financing preference shares (the "Preference Shares")
with ING and Rabobank for EUR 30 million in gross proceeds.
16,666,668 Preference Shares will be issued at EUR 1.80, i.e. at
the price for the Rump Shares in the Rump Offering. As per the
articles of association and the Dutch Corporate Governance Code an
arrangement is in place so that the number of votes on the
Preference Shares corresponding with this issue price is
proportionate with the price of the ordinary shares. As determined
in the articles of association, the dividend yield shall be set at
the moment of issuance based on the Dutch government bonds
referenced in the articles, plus the maximum 2.5% premium (which on
18 July 2013 was expected to result in a dividend yield of
approximately 4.48%). It is envisaged that each Preference Share
shall be convertible into one ordinary share, excluding accrued but
unpaid dividend, subject to customary anti-dilution protection and
subject to shareholder approval which will be requested during the
first general meeting of shareholders to take place after 2 August
2013. 50% of the Preference Shares would be convertible after 180
days after issuance, and the remaining 50% after 360 days after
issuance. In accordance with the articles of association, the
Preference Shares are transferable after approval of the Board of
Management. Issuance of the Preference Shares is expected to occur
on or about 2 August 2013.
More information
For more information on the Offering and Royal Imtech, reference is
made to the Prospectus dated 4 July 2013 (the "Prospectus") and the
supplement to the Prospectus dated 19 July 2013 (the "Supplement").
Copies of this 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
offering will be made, and any investor should make his investment,
solely on the basis of information that is contained in the
prospectus and the supplement 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.
PDF: Press Release
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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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