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.

 


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Source: Imtech via Thomson Reuters ONE

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