NIEUWEGEIN, The Netherlands, December 14, 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.
- Rights Issue of approximately €20 million to strengthen the financial position of Ballast Nedam and its subsidiaries and to meet its obligations under the facility agreements
- Rights Issue fully underwritten by Renaissance Infrastructure B.V. ("Renaissance")
- Private Placement to Renaissance of approximately €27.6 million to fulfil one of the conditions of the merger agreement between Ballast Nedam and Renaissance Construction, the parent company of Renaissance
- Rights Issue will entail the issuance of up to 67,672,500 new depositary receipts of ordinary shares in the capital of Ballast Nedam at an issue price of €0.2955 per new depositary receipt
- Private Placement to Renaissance of up to 132,959,776 new depositary receipts of ordinary shares in the capital of Ballast Nedam at an issue price of €0.2076 per new depositary receipt
- Issue price of the Rights Issue does not represent a discount to the theoretical ex-rights price
- Issue price of the Private Placement represents a discount of 30% to the theoretical ex-rights price of the Rights Issue, as communicated previously by Ballast Nedam
- Record date at 17:40 hours CET on 14 December 2015
- Exercise period from 09:00 CET on 15 December 2015 until 14:00 hours CET on 28 December 2015
- ING acting as subscription, listing and paying agent for the Rights Issue
Details of the Rights Issue and Private Placement
Following the approval granted by the General Meeting of Shareholders on 30 October 2015, Ballast Nedam N.V. ("Ballast Nedam" or the "Company") today launches (i) a 14 for 4 fully underwritten rights issue of 67,672,500 new depositary receipts of ordinary shares in the share capital of Ballast Nedam with a nominal value of €0.01 each (the "Offer DRs") at an issue price of €0.2955 (the "Issue Price") per Offer DR (the "Rights Issue"); and (ii) a private placement to Renaissance of 132,959,776 new depositary receipts of ordinary shares in the share capital the Company 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"). The Rights Issue and the Private Placement are collectively referred to as the "Transaction".
For this purpose, subject to applicable securities laws and the terms set out in the prospectus dated 14 December 2015 (the "Prospectus"), holders of depositary receipts (the "DRs") of ordinary shares in the capital of Ballast Nedam (the "Ordinary Shares") and holders of Ordinary Shares other than (i) the Company in respect of the DRs it holds in treasury; and (ii) the Ballast Nedam Administration Office (Stichting Administratiekantoor van Aandelen Ballast Nedam) (the "Ballast Nedam Administration Office") as at 14 December 2015 at 17:40 hours CET (the "Record Date") are being granted transferable subscription rights to subscribe for the Offer DRs (the "Rights") pro rata to their shareholding in the DRs and the Ordinary Shares. No Rights allowing it to participate in the Rights Issue will be granted to Ballast Nedam as holder of DRs in treasury and the Ballast Nedam Administration Office. The Rights will entitle persons who are not a Shareholder or DR Holder or any other person residing in a jurisdiction outside the Netherlands wherein the Rights and the Offer DRs may be offered, but to whom certain restrictions apply, as a result of which he cannot lawfully participate in the Rights Issue ("Eligible Persons") to subscribe for Offer DRs in accordance with the terms and conditions set forth in the Prospectus. Eligible Persons will be entitled to subscribe for 14 (fourteen) Offer DR for every 4 (four) Rights held until 28 December 2015 at 14:00 hours CET.
Pursuant to the Merger Agreement and the Underwriting and Placement Agreement (as defined in the Prospectus), immediately following the Rights Issue Ballast Nedam will place up to 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.
In connection with the Transaction, the Prospectus will be made generally available in The Netherlands. Copies of the Prospectus may be obtained at no cost through the website of Ballast Nedam (http://www.ballast-nedam.nl) as of today. Application has been made for the admission to listing and trading of the Rights and the Offer DRs on Euronext Amsterdam.
Shareholders and DR Holders who transfer, or who do not, not timely or not validly, or are not permitted to, exercise, any of their Rights granted under the Rights Issue will suffer a substantial dilution of their proportionate ownership and voting rights of approximately 77.5% as a result of the issue of the Offer DRs. In addition, Shareholders and DR Holders will be diluted as a result of the Private Placement. Shareholders and DR holders who validly exercise their Rights granted under the Rights Issue will suffer a substantial dilution of their proportionate ownership and voting rights of approximately 59.8% as a result of the Private Placement. Shareholders and DR holders who transfer, or who do not, not timely or not validly, or are not permitted to, exercise, any of their Rights granted under the Rights Issue will suffer a substantial dilution of their proportionate ownership and voting rights of approximately 91.1% as a result of the Private Placement.
Use of proceeds
The aggregate net proceeds of the Transaction, expected to amount to approximately €47.6 million, will be used to repay any amounts outstanding under the Bridge Loans (as defined in the Prospectus) and to finance the working capital needs of Ballast Nedam and its subsidiaries (the "Group") in order to further strengthen the financial position of the Group.
Detailed terms of the Transaction are set out in the Prospectus, which is available as of today.
Neither the Group, Renaissance nor ING as subscription, listing and paying agent (the "Subscription, Listing and Paying Agent") are taking any action outside the Netherlands to permit the exercise and transfer of Rights by the general public. Ballast Nedam urges holders of Rights to carefully study the restrictions described in the Prospectus under "Selling and Transfer Restrictions".
The statutory pre-emptive rights (wettelijke voorkeursrechten) of holders of Ordinary Shares in respect of the Rights Issue and in respect of the Private Placement have been excluded for the purpose of the Transaction.
The record date for determining the DR Holders who will receive Rights (subject to applicable securities laws) is immediately after the closing of trading in the Ordinary Shares on Euronext Amsterdam at 17:40 hours CET on 14 December 2015 (the "Record Date"). Until the close of trading in DRs on Euronext Amsterdam on the Record Date, DRs will trade with the Rights (cum-Rights). As from 9:00 hours CET on 15 December 2015, DRs will trade without the Rights (ex-Rights).
Subject to the restrictions set out in the Prospectus, an Eligible Person, whether a DR Holder as at the Record Date or a subsequent transferee of Rights, can only validly subscribe for Offer DRs by exercising his Rights from 9:00 hours CET 15 December 2015 up to 14:00 hours CET on 28 December 2015, which is the end of the Exercise Period. The time until which notification of exercise instructions can validly be given may be earlier, depending on the financial intermediary through which the Rights are held.
If an Eligible Person has not exercised his Rights by the end of the Exercise Period, these can no longer be exercised by the Eligible Person. Once an Eligible Person has validly exercised his Rights, he cannot revoke or modify that exercise, except for certain circumstances.
Trading in Rights
Application has been made to admit the Rights to listing and trading on Euronext Amsterdam. Trading in the Rights on Euronext Amsterdam is expected to commence at 9:00 CET hours on 15 December 2015 and will continue until 14:00 hours CET on 24 December 2015. The Rights will be traded on Euronext Amsterdam under the symbol "BALCR" and ISIN code NL0011567136. The transfer of the Rights will take place through the book-entry form system of Euroclear Nederland.
Rights can be traded or purchased by Eligible Persons only. An Eligible Person who wishes to sell one or more Rights should instruct the financial intermediary through which he holds the Rights in accordance with the instructions received from that financial intermediary. An Eligible Person may also instruct a financial intermediary to purchase Rights on his behalf.
All transactions in Rights prior to 29 December 2015 (the "Settlement Date") are at the sole risk of the parties concerned. Ballast Nedam, Renaissance, ING as Subscription, Listing and Paying Agent and Euronext Amsterdam do not accept any responsibility or liability with respect to the withdrawal of the Transaction or the related annulment of any transactions in Rights or Offer DRs on Euronext Amsterdam.
The Exercise Period for the Rights commences at 9:00 hours CET on 15 December 2015 and expires at 14:00 hours CET on 28 December 2015. Eligible Persons and, if applicable, financial intermediaries acting on their behalf, must act promptly to ensure that all required exercise instructions are actually received by the Subscription, Listing and Paying Agent before the expiration of the Exercise Period. If Eligible Persons or their financial intermediaries fail to timely or correctly follow the procedures that apply to the exercise of their Rights, the Company may, depending on the circumstances, reject their exercise of Rights. If Eligible Persons fail to timely or validly exercise their Rights, they will not receive compensation for their unexercised rights.
Under the terms and subject to the conditions set forth in the Underwriting and Placement Agreement, Renaissance undertakes to subscribe or procure that other persons subscribe for such number of additional Offer DRs to ensure that the aggregate consideration received by the Company pursuant to the Rights Issue shall not be less than €20 million and to subscribe for the Placing DRs for an aggregate amount of up to €27.6 million.
Subject to acceleration or extension of the timetable for the Transaction, the timetable below lists certain expected key dates for the Transaction:
Event Time (CET) and Date Immediately after close of trading on Euronext Amsterdam at Record Date 17:40 hours CET on 14 December 2015 Start of ex-Rights trading in DRs commences on Euronext Amsterdam 9:00 hours CET on 15 December 2015 Start of Exercise Period 9:00 hours CET on 15 December 2015 Start of trading in Rights on 9:00 hours CET on 15 December 2015 Euronext Amsterdam End of trading in Rights on 14:00 hours CET on 24 December 2015 Euronext Amsterdam End of the Exercise Period 14:00 hours CET on 28 December 2015 Allotment of the Offer DRs Expected 29 December 2015 Listing of and start of trading in the Offer DRs on Euronext Amsterdam Expected 29 December 2015 Settlement Date Expected 29 December 2015 Private Placement Expected 29 December 2015
The number of Offer DRs subscribed for in the Rights Issue will be made public through a press release published in the Netherlands, which will be placed on the Group's website, at the latest in the morning of the day following the end of the Exercise Period.
Ballast Nedam may adjust the dates, times and periods given in the timetable and throughout this Prospectus in consultation with the Subscription, Listing and Paying Agent. If Ballast Nedam should decide to adjust dates, periods or times, Ballast Nedam will notify Euronext Amsterdam, Shareholders, DR Holders, and holders of Rights, as well as the public through a press release published in the Netherlands, which will be placed on its website.
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, 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.
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.
SOURCE Ballast Nedam