NIEUWEGEIN, The Netherlands, December 28, 2015 /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.
- 55,887,412 new depositary receipts of ordinary shares subscribed for through the exercise of transferable subscription rights
- 132,959,776 new depositary receipts of ordinary shares privately placed with Renaissance (as defined below)
- Renaissance will following settlement of the rights issue and private placement hold approximately 97.82% of all Ballast Nedam's issued share capital
- Ballast Nedam intends to terminate its listing on Euronext Amsterdam as soon as possible
Ballast Nedam N.V. ("Ballast Nedam") announces that, in connection with its 14 for 4 fully underwritten rights issue of up to 67,672,500 new depositary receipts of ordinary shares in its capital with a nominal value of €0.01 each (the "Offer DRs") at an issue price of €0.2955 per Offer DR (the "Rights Issue"), it has received subscriptions for 55,887,412 Offer DRs through the valid exercise of transferable subscription rights to subscribe for the Offer DRs (the "Rights"). This represents a take-up of approximately 82.59% of the Offer DRs. The remaining Offer DRs will be taken up by Renaissance Infrastructure B.V. ("Renaissance") up to a maximum of €20 million, which includes the amount paid by Renaissance for the Offer DRs it subscribed for in the Rights Issue.
Ballast Nedam hereby also announces that, in connection with its private placement to Renaissance of up to 132,959,776 new depositary receipts of ordinary shares in its share capital with a nominal value of €0.01 each (the "Placing DRs") at an issue price of €0.2076 which represents a discount of 30% to the theoretical ex-rights price ("TERP") of the Offer DRs (the "Private Placement"), it has placed 132,959,776 Placing DRs with Renaissance at an issue price per Placing DR of €0.2076 which represents a discount of 30% to the TERP of the Offer DRs immediately following the Rights Issue. This represents a take-up of 100% of the Placing DRs by Renaissance. The Rights Issue and the Private Placement are collectively referred to as the "Transaction".
In a press release published on 14 December 2015, Ballast Nedam announced that settlement of the Transaction was expected to take place on 29 December 2015. In the prospectus dated 14 December 2015, it is stated that Ballast Nedam may adjust this date. In consultation with ING as subscription, listing and paying agent and Euronext Amsterdam, Ballast Nedam decided to adjust this date so that settlement of the Transaction will take place on 30 December 2015.
After completion of the Transaction, immediately following settlement, Renaissance will hold an ownership stake in Ballast Nedam of approximately 97.82%. Consequently, Renaissance and Ballast Nedam intend to request the delisting of the depositary receipts of ordinary shares in the capital of Ballast Nedam ("DRs") on Euronext Amsterdam as soon as possible. Details of the delisting of the DRs from Euronext Amsterdam will be published in a press release in due course.
For more information on the Transaction and Ballast Nedam, reference is made to the Prospectus dated 14 December 2015. Copies of this Prospectus and any supplement to this Prospectus (if any) can be accessed via the website of Ballast Nedam at http://www.ballast-nedam.com.
For more information, DRs can also contact their broker.
The financial or other information contained in this press release relating to the business or operations or results or financial condition of the Company or its respective groups are unaudited.
Ballast Nedam targets its strategic focus at successfully acquiring and carrying out integrated projects in the working areas of housing and mobility in the Netherlands and internationally. We also work on projects where we can make a difference for the client with our expert knowledge and skills. Ballast Nedam applies a differentiated market approach for its three divisions.
With further industrialization of the building process through the use of innovative modular concepts and standardization Ballast Nedam creates enduring quality at the lowest possible life cycle costs for its clients and society. The Ballast Nedam share is included in the Amsterdam Small Cap Index (AScX) of Euronext.
This document is for 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 this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which it is released, published or distributed, should inform themselves about, and observe, such restrictions.
This announcement 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 sell or the solicitation of 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 Euronext Amsterdam, the Netherlands Authority for the Financial Markets and/or the website of the Company.http://www.ballast-nedam.com
SOURCE Ballast Nedam