Royal Imtech announces sequence of rights issue and share consolidation

Thursday, 25. September 2014 07:30
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN

Introduction
On October 7, 2014, the extraordinary general meeting of Royal Imtech N.V. ("Imtech") will be held.   At this meeting, the rights issue and the share consolidation will be proposed to the shareholders. Reference is made to the published agenda of the extraordinary general meeting and the notes thereto. As also referred to in the notes to the published agenda, the Board of Management had yet to determine the sequence of both events defined as Scenario A (first the rights issue and then the share consolidation) and Scenario B (first the share consolidation and then the rights issue).

Election of Scenario A
Today, the Board of Management determined to adopt Scenario A, which decision has been approved by the Supervisory Board. This means that the share consolidation will take place after the rights issue. Scenario A will facilitate maximum participation of all shareholders in the rights issue. For the avoidance of doubt, the rights issue and share consolidation remain subject to approval of the extraordinary general meeting, among other things.

Adjustment of the tick size
In order to ensure an efficient price setting the tick size of Imtech will be adjusted temporarily. The current tick size of the Imtech ordinary shares is EUR 0.001. This means that the price of a share can increase or decrease with steps of EUR 0.001. From October 1, 2014 up to and including October 31, 2014, the tick size will be adjusted to EUR 0.0001 temporarily. By reducing the tick size, small movements in the share price can be more accurately reflected and will not have a disproportionate impact on the percentage rate of change.

Tentative time table
The tentative time table is included for illustrative purposes only. With the exception of the date of the EGM, and the date as per which the tick size will be reduced, the exact dates of the various events are not yet fixed as the date of launch of the transaction depends on timing of approval of the prospectus by the AFM, among other things. Capitalised terms have the meaning given thereto in the "Annex Rights Issue" of the published agenda of the extraordinary general meeting.

Event Time (for illustrative purposes only)
Start trading with adjusted tick size 1 October 2014, 9:00 CET
Extraordinary General Meeting of Shareholders 7 October 2014, 10:00 CET
Publication prospectus
Record date Rights Issue
8 October 2014, (subject to change; below dates will then also change accordingly)
Ordinary shares trade ex-rights
Start trading of rights
Start exercise period
9 October 2014
End trading of rights 22 October 2014, 17:40 CET
End exercise period 23 October 2014, 12:00 CET- Noon
Start of Rump offering (if any) 23 October 2014, 17:40 CET
End of Rump offering (if any) 24 October 2014, 17:40 CET
Issue of shares ("Settlement") 27 October 2014
Ordinary shares trade consolidated 28 October 2014
Record date share consolidation 29 October 2014
End of trading with adjusted tick size 31 October 2014

More information
Shareholders wishing to obtain more information are requested to contact their bank or other financial institution or the shareholders helpdesk via the European telephone number: 00800 3912 3912 (toll-free) or via email: imtech@georgeson.com. Furthermore, ABN AMRO Bank N.V. Corporate Broking department, is available to answer questions shareholders may have via 00800 2226 2676 (toll-free) or corporate.broking@nl.abnamro.com.

More information

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

Imtech profile
Royal Imtech N.V. is a European technical services provider in the fields of electrical solutions, automation and mechanical solutions. With approximately 23,000 employees, Imtech is active attractive positions in the buildings and industry markets in the Netherlands, Belgium, Luxembourg, Germany, Austria, Eastern Europe, Sweden, Norway, Finland, the UK, Ireland and Spain, the European market of Traffic as well as in the global marine market. 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. Imtech also offers solutions that contribute towards a sustainable society - for example, in the areas of energy, the environment, water and traffic. Imtech shares are listed on the Euronext Amsterdam.

Disclaimer

Please read this carefully as it applies to all persons who read this press release. This press release contains information and documents relating to an offer, through a rights issue, of new shares of Royal Imtech N.V. You may not be eligible to view the contents of that information and those documents. Accordingly, if you wish to read this information you must first inform yourself about and then observe the statutory and regulatory requirements applicable to you and to your jurisdiction. In order to establish whether or not you may view the information and documents please read the disclaimer below in full.

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 are 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 been 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. 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 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 or in any other jurisdiction other than the Netherlands.

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.

No action has been taken by the Company that would permit an offer of Securities or the possession or distribution of these materials or any other offering of publicity material relating to such Securities in any jurisdiction where action for that purpose is required.

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 to be made generally available in the Netherlands in connection with such offering. When made generally available, copies of the prospectus may be obtained at no cost from the Company or through the website of the Company.

ING, Rabobank, Commerzbank and ABN Amro act exclusively for the Company and no-one else in connection with any offering of Securities and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of ING, Rabobank, Commerzbank and ABN Amro or for providing advice in relation to any offering or any transaction or arrangement referred to herein.

 





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Source: Imtech via Globenewswire

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