NIEUWEGEIN, The Netherlands, July 23, 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.
- 8,524,253 new depository receipts subscribed for through the exercise of transferable subscription rights
- Rump offering of 1,143,247 new depository receipts to commence with immediate effect
Ballast Nedam N.V. ("Ballast Nedam") announces that, in connection with its 1 for 1 rights offering of 9,667,500 new depository receipts of ordinary shares with a nominal value of EUR 1.00 each in the share capital of Ballast Nedam (the "Offer DRs") at an issue price of EUR 3.10 per Offer DR (the "Issue Price") (the "Rights Offering"), it has received subscriptions for 8,524,253 Offer DRs through the valid exercise of transferable subscription rights ("Rights"). This represents a take-up of approximately 88.2% of the Offer DRs.
The Rights exercise period ended at 14:00 CEST on 23 July 2014. Starting today, the 1,143,247 Offer DRs that were issuable upon the exercise of Rights, but have not been subscribed for during the exercise period (the "Rump DRs"), will be offered for sale by ING and Rabobank (the "Joint Bookrunners") by way of private placements to institutional investors in the Netherlands and certain other jurisdictions at a price at least equal to the Issue Price, plus any expenses related to procuring such subscribers (including any non-recoverable value added tax) (the "Rump Offering", and together with the Rights Offering, the "Offering").
The Joint Bookrunners, severally and not jointly, will pro rata to their respective underwriting commitments, at the Issue Price subscribe and pay for (i) any Offer DRs subscribed for in the Rights Offering but not paid for by such subscribers on the Settlement Date (as defined below), and (ii) any Rump DRs not sold in the Rump Offering, or sold but not paid for on the Settlement Date (as defined below), in accordance with the terms and subject to the conditions of the underwriting agreement entered into between the Joint Bookrunners and Ballast Nedam as amended from time to time (the "Underwriting Agreement"). The Rump Offering will commence with immediate effect and is expected to end no later than 17:30 CEST tomorrow.
Upon the completion of the Rump Offering, if the aggregate proceeds for the Rump DRs offered and sold in the Rump Offering, after deduction of selling expenses (and any applicable taxes, including any value added tax), exceed the aggregate Issue Price for such Rump DRs (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. Ballast Nedam will issue a separate press release to announce if any Unexercised Rights Payment is available for distribution to holders of unexercised Rights.
Ballast Nedam and the Joint Bookrunners cannot guarantee that the Rump Offering will be successfully completed. Neither Ballast Nedam, nor the Joint Bookrunners, nor Rabobank as Subscription, Listing and Paying Agent nor any person procuring purchases for the Rump DRs, will be responsible for any lack of Excess Amount arising from any placement of the Rump DRs in the Rump Offering.
Allotment of the Offer DRs is expected to take place no later than tomorrow. Issuance of, payment for and delivery of the Offer DRs is expected to occur on 29 July 2014 (the "Settlement Date"). Ballast Nedam expects that the Offer DRs will be listed and that trading in the Offer DRs will commence on Euronext Amsterdam on 29 July 2014, barring unforeseen circumstances.
For more information on the Offering and Ballast Nedam, reference is made to the Prospectus dated 9 July 2014. Copies of the Prospectus can be accessed via the website of Ballast Nedam at http://www.ballast-nedam.com.
Ballast Nedam targets its strategic focus at successfully acquiring and carrying out integrated projects in the working areas of housing, mobility, energy and nature in the Netherlands and internationally. We will expand related activities in niche markets and 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. http://www.ballast-nedam.com
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 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 Euronext Amsterdam, the Netherlands Authority for the Financial Markets and/or the website of the Company.http://www.ballast-nedam.com
SOURCE Ballast Nedam