Royal Imtech launches fully underwritten 131 for 1 Rights Offering to raise gross proceeds of approximately EUR 600 million

Wednesday, 08. October 2014 09:02

 NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN
TO OR IN THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN

  • Launch of Rights Offering an important next step in financial restructuring of Royal Imtech
  • Issue of 60,082,154,924 new ordinary shares at a subscription price of EUR 0.01 per new ordinary share
  • Subscription price represents a discount of approximately 21.7% to the theoretical ex-rights price
  • Fully underwritten by ING, Rabobank, COMMERZBANK and ABN AMRO, subject to certain conditions
  • Orbis has committed to participate in the rights offering
  • Record date on 8 October 2014 at 17:40 CEST
  • Exercise period from 9 October 2014 9:00 CEST to 22 October 2014 17:40 CEST
  • Rump offering (if any) expected on 23 October 2014

Details of the Rights Offering
Following the approval granted by the General Meeting on 7 October 2014, Royal Imtech N.V. ("Royal Imtech" or the "Company") announces a 131 for 1 fully underwritten rights offering of 60,082,154,924 new ordinary shares with a nominal value of EUR 0.01 each (the "Offer Shares") at an issue price of EUR 0.01 per Offer Share (the "Issue Price"). For this purpose, and subject to applicable securities laws and the terms of the prospectus dated 8 October 2014 (the "Prospectus"), existing holders of ordinary shares in the share capital of Royal Imtech ("Ordinary Shares") as at 17:40 CEST on 8 October 2014 (the "Record Date") are being granted transferable subscription rights ("Rights") pro rata to their existing shareholdings (the "Rights Offering", and together with the Rump Offering (as defined below) the "Offering"). No Rights will be granted to Royal Imtech as a holder of Ordinary Shares in its own capital. The Rights will entitle the holders thereof, provided they are Eligible Persons, to subscribe for 131 Offer Shares for every Right held at the Issue Price, subject to applicable securities laws and in accordance with the terms and subject to the conditions set out in the Prospectus. The Issue Price per Offer Share represents a discount of approximately 21.7% to the theoretical ex-rights price ("TERP") based on the share price of EUR 0.3763 at Euronext in Amsterdam ("Euronext Amsterdam") after close of business on 7 October 2014 and 458,642,404 shares issued and outstanding at the same date (thus excluding treasury shares).

The group of funds managed by Orbis Investment Management Limited and/or its affiliates ("Orbis"), which together hold approximately 6.03% of the ordinary shares, have irrevocably committed to subscribe for new shares in the rights issue in proportion to their shareholding.

ING, Rabobank, COMMERZBANK and ABN AMRO are acting as underwriters for the Offering (the "Underwriters"). The Underwriters have, subject to certain conditions, underwritten the Offering. ABN AMRO will act as subscription, listing and paying agent (the "Subscription, Listing and Paying Agent") for the Offering.

In connection with the Offering the Prospectus will be made generally available in The Netherlands. Copies of the Prospectus may be obtained at no cost through the website of Royal Imtech (www.imtech.com) as of today. Application has been made for the admission to listing and trading of the Rights and the Offer Shares on Euronext Amsterdam.

Offering use of proceeds
The net proceeds of the Offering will be fully utilised for debt reduction and an increase in liquidity, resulting in a reinforcement of Royal Imtech's capital structure.

Key features
Detailed terms of the Offering are set out in the Prospectus, which will be available as of today.

General
Royal Imtech, the Underwriters and the Subscription, Listing and Paying Agent are not taking any action to register the Rights or the Offer Shares or otherwise to permit an offering of the Offer Shares (pursuant to the exercise of Rights or otherwise), or an offer of Rights in any jurisdiction outside of the Netherlands. The Offering is only made in those jurisdictions in which, and only to those persons to whom, the Offering may lawfully be made. Holders of Ordinary Shares as of the Record Date and subsequent transferees of the Rights, in each case if they are able to give the representations and warranties set out in the Prospectus, are considered eligible persons ("Eligible Persons") with respect to the Offering.

The statutory pre-emptive rights (wettelijke voorkeursrechten) of holders of Ordinary Shares have been excluded with respect to the Offering.

Record Date
Each Ordinary Share held immediately after the close of trading on Euronext Amsterdam on the Record Date will entitle its holder to one Right in registered form. Eligible Persons will have the right, until the end of the Exercise Period, to subscribe for 131 Offer Shares for every Right held. No fractional Offer Shares will be issued. No Rights will be granted to Royal Imtech as a holder of Ordinary Shares in its own capital. A holder of Ordinary Shares as at the Record Date will customarily receive details of the aggregate number of Rights to which he will be entitled from the financial intermediary through which he holds his Ordinary Shares. Shareholders should contact the financial intermediary through which they hold the Ordinary Shares if they are entitled to receive Rights but have received no information from their financial intermediary with respect to the Rights Offering.

Exercise Period
Subject to applicable securities laws and the terms set out in the Prospectus, Eligible Persons (whether a holder of Ordinary Shares on the Record Date or a subsequent transferee of Rights) will be entitled to subscribe for 131 Offer Shares for every Right held against payment of the Issue Price for each Offer Share by exercising their Rights during the period running from 9:00 CEST on 9 October 2014 and ending at 17:40 CEST on 22 October 2014 (the "Exercise Period"). Subject to applicable securities laws, Eligible Persons can only validly exercise their Rights during the Exercise Period. The time until which notification of exercise instructions must be given in order to be valid may be earlier, depending on the financial institution through which the Rights are held. Once an Eligible Person holding Rights has exercised its Rights, it may not revoke or modify that exercise, except as otherwise described in the Prospectus. If an Eligible Person holding Rights has not timely or validly exercised its Rights before the end of the Exercise Period (or so much earlier as instructed by its financial intermediary), it will no longer be able to exercise its Rights and its Rights will lapse. Holders of Ordinary Shares who transfer, or who do not, not timely, or are not permitted to, exercise any of their Rights granted under the Rights Offering will suffer a dilution of their proportionate ownership and voting rights caused by the issue of the Offer Shares.

Trading in Rights
Trading in Rights on Euronext Amsterdam is expected to commence at 9:00 CEST on 9 October 2014 and will continue until 17:40 CEST on 21 October 2014, barring unforeseen circumstances. The Rights will be admitted to trading under the symbol "IMRI". The transfer of Rights will take place through the book-entry systems of Euroclear Nederland. If Eligible Persons want to sell some or all of their Rights, they should instruct their financial intermediary in accordance with the instructions given by the intermediary to them. Eligible Persons may also instruct their financial intermediary to purchase Rights on their behalf. Persons interested in trading, selling or purchasing Rights should be aware that the trading or exercise of Rights and/or acquiring Offer Shares by holders residing in countries other than the Netherlands, is subject to restrictions as set out in the Prospectus and such holders may therefore be ineligible to participate in the Rights Offering. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations (or other laws or regulations) of any such countries.

Unexercised Rights and Rump Offering
Rights can no longer be exercised after 17:40 CEST on 22 October 2014, at which time the Exercise Period ends (or so much earlier as indicated by the relevant financial intermediary). Following the expiry of the Exercise Period, any Offer Shares that were issuable upon the exercise of Rights, but have not been subscribed for or that have been subscribed but not paid for in full during the Exercise Period (the "Rump Shares"), may in accordance with the provisions of the Underwriting Agreement (as defined below) be offered for sale by the Underwriters by way of private placements to institutional investors in the Netherlands and certain other jurisdictions (the "Rump Offering") at a price at least equal to the Issue Price. If there is a Rump Offering, it is expected to commence on 23 October 2014 at 7:00 CEST and to end no later than 17:40 CEST on that same day, subject to extension or acceleration.
The Underwriters, severally and not jointly, will 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, if any, or sold but not paid for on the Closing Date (as defined below), pro rata to their respective underwriting commitments at the Issue Price, in accordance with the terms and subject to the conditions of the underwriting agreement entered into between the Underwriters and Royal Imtech (the "Underwriting Agreement").

Upon completion of the Rump Offering, if the aggregate proceeds for each Rump Share offered and sold in the Rump Offering, after deduction of selling expenses (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 announce whether any Unexercised Rights Payment is available for distribution to holders of unexercised Rights by means of a press release. Royal Imtech and the Underwriters cannot guarantee that the Rump Offering, if any, will be successfully completed. Royal Imtech, the Underwriters, the Subscription, Listing and Paying Agent or any person procuring subscriptions for Rump Shares will not be responsible for any lack of Excess Amount arising from any placement of the Rump Shares whether or not a Rump Offering takes place.

Timetable
The timetable below lists certain expected key dates related to the Offering.

Event Time and date
Record date After the close of trading at Euronext Amsterdam, at 17:40 CEST on 8 October 2014
Publication date Prospectus 8 October 2014
Start of ex-Rights trading in the Ordinary Shares 9:00 CEST on 9 October 2014
Start of Exercise Period of Rights 9:00 CEST on 9 October 2014
Start of trading in the Rights 9:00 CEST on 9 October 2014
End of trading in the Rights 17:40 CEST on 21 October 2014
End of Exercise Period 17:40 CEST on 22 October 2014(1)
Rump Offering (if any) 23 October 2014 7:00 CEST until 17:40 CEST, subject to extension or acceleration
Expected allotment date 24 October 2014
Issue of, payment for and delivery of the Offer Shares (the "Closing Date") 27 October 2014(2)
Expected admission to trading of the Offer Shares on Euronext Amsterdam 9:00 CEST on 27 October 2014
 

(1) The last date and/or time before which notification of exercise instructions may be validly given may be earlier than the date and/or time specified above as the end of the Exercise Period of the Rights, depending on the financial intermediary through which the Rights are held.

 

(2) Financial intermediaries may require payment to be provided by holders of Rights exercising such Rights, prior to the Closing Date.

Royal Imtech may adjust the dates, times and periods given in the timetable and throughout the Prospectus. If Royal Imtech should decide to adjust dates, times or periods, it will notify Euronext Amsterdam and the Authority for the Financial Markets (Autoriteit Financiële Markten) ("AFM") and it will publish a press release in the Netherlands which will also be placed on its website www.imtech.com. Any other material alterations will be published in a press release also posted on Royal Imtech's website and in a supplement to the Prospectus (if required).

Conditions to the Offering
The closing of the Offering, including the obligations of the Underwriters under the Underwriting Agreement, is subject to customary terms and conditional upon the fulfilment of a number of conditions precedent as set out in the Prospectus under "Plan of Distribution". Furthermore, the envisaged amendments to the terms of the group's main finance agreements have been set out in revised finance documentation entered into by and between Royal Imtech and its main financiers on 6 October 2014, effective subject to and upon closing of the Offering.

More information
For more information on the Offering and Royal Imtech, reference is made to the Prospectus dated 8 October 2014. Copies of this Prospectus and any supplement to this Prospectus (if any) can be accessed via the website of Royal Imtech at www.imtech.com.
For more information, shareholders can also contact their broker or the shareholders help line at the following European toll-free number: 00800 3912 3912 or send an email to 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.

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 N.V. is a European technical services provider in the fields of electrical solutions, automation and mechanical solutions. With approximately 23,000 employees, 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 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
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 (except that it may do so in respect of the Netherlands). With respect to any Member State of the European Economic Area (other than possibly 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 made generally available in the Netherlands in connection with such offering. Copies of the prospectus may be obtained at no cost from the Company or through the website of the Company.





This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Imtech via Globenewswire

HUG#1861450
Related Links: Royal Imtech N.V.
Author:
Copyright GlobeNewswire, Inc. 2016. All rights reserved.
You can register yourself on the website to receive press releases directly via e-mail to your own e-mail account.