General Meeting of Shareholders, 25 April 2014
NIEUWEGEIN, The Netherlands, April 25, 2014 /PRNewswire/ --
Not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, or any other jurisdiction in which such release, publication or distribution would be unlawful.
The Annual General Meeting of Shareholders of Ballast Nedam was held on 25 April 2014.
The Board of Management's proposals to the general meeting of shareholders were concerned primarily with details of the refinancing that was announced on 5 February 2014, comprising a rights issue of € 30 million and new loans of € 80 million that mature in 2017.
The general meeting of shareholders adopted the proposal to reduce the nominal value of every share in the capital of Ballast Nedam N.V. from EUR 6 to EUR 1, without repayment to the shareholders.
The general meeting of shareholders furthermore adopted the proposed amendment to the Articles of Association whereby the objects clause will provide for the granting of security in connection with the loans entered into under the refinancing. The above applies likewise to the amendments to the Articles of Association that were proposed in order to enable the rights issue.
In addition to the annual designations regarding the issue of shares and the limitation or exclusion of the legal and statutory pre-emptive rights, the general meeting of shareholders has authorized the Board of Management for a period of 6 months to issue ordinary shares, grant rights and exclude and limit the legal and statutory pre-emptive rights in order to implement the rights issue.
The Financial Statements for 2013 and the other proposals of the Board of Management and Supervisory Board were also adopted by the general meeting. A statement of the voting results will be published within 15 days on our website http://www.ballast-nedam.nl.
The full text of the proposed amendment to the Articles of Association, and the shareholders' circular with information about the rights issue, are also posted on http://www.ballast-nedam.nl.
Ballast Nedam engages in integrated projects in The Netherlands in four areas of work: housing, mobility, energy and nature. Within this area we focus on the niche markets: industrial construction, offshore wind turbines, secondary raw materials and alternative fuels. In a number of areas of expertise, we also operate internationally. The Ballast Nedam share is included in the Amsterdam Small Cap Index (AScX) of NYSE Euronext.
Ballast Nedam's approach is based on life cycle thinking and acting: we develop, construct, manage and recycle. We are involved in long-term management, maintenance and operation of projects and organize financial feasibility. Our supply and specialized companies deliver competitive edge through innovation, cost leadership and purchasing strength. Ballast Nedam's range of services is shifting towards modular products and specific product-market combinations with greater added value.
Ballast Nedam creates enduring quality combined with lower life cycle costs for its customers and society. http://www.ballast-nedam.com
This document is or information purposes only and does not constitute , and should not be construed as, an offer to sell, or the solicitation of an offer to acquire or subscribe for, securities of Ballast Nedam N.V. (the "Company") in the United States, Australia, Canada, Japan, their territories and possessions, or any other jurisdiction in which such offer or sale of securities would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.
The securities of the Company have not been and will not be registered under the US Securities Act of 1933, as amended (the "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. Accordingly, the securities of the Company may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act. No public offering of the securities of the Company is being made in the United States.
No communication or information relating to any offer or sale of securities of the Company may be disseminated to the public in jurisdictions, other than The Netherlands, where prior registration or approval is required for that purpose. No action has been taken that would permit an offer of securities of the Company in any jurisdiction where action for that purpose is required, other than in 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.
The release, publication or distribution of these materials 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.
These materials do not constitute a prospectus within the meaning of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht) and do 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 NYSE Euronext Amsterdam, the Netherlands Authority for the Financial Markets and/or the website of the Company.
Share this article