NIEUWEGEIN, the Netherlands, June 29, 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.
The Annual General Meeting of Shareholders of Ballast Nedam was held on 29 June 2015, with the following results.
After the General Meeting of Shareholders, the Supervisory Board has re-appointed Mr P. van Zwieten as CFO and member of the Board of Management of Ballast Nedam N.V. for a period of four years up to and including the General Meeting of Shareholders of 2019. The re-appointment has been communicated to the General Meeting of Shareholders.
The general meeting of shareholders has adopted the proposal of the Supervisory Board to re-appoint Mr J. Bout as member of the Supervisory Board until the end of financial year 2016. The Central Works Council supports both re-appointments.
Rights issue and amendments to the Articles of Association
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 1 to EUR 0.01, without repayment to the shareholders.
Furthermore, the general meeting of shareholders adopted the proposed amendment to the Articles of Association whereby the merging of shares (consolidation) is made possible through thirty alternatives, and the Board of Management will be authorized to choose, under the approval of the Supervisory Board, the most appropriate alternative, required to implement the consolidation.
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, under the approval of the Supervisory Board, for a period of 6 months from 1 July 2015 until 31 December 2015 to issue ordinary shares, grant rights and exclude and limit the legal and statutory pre-emptive rights in order to implement the rights issue.
Termination of the administration of shares
Ballast Nedam has notified the management board of the Stichting Administratiekantoor van Aandelen Ballast Nedam (the "Administration Office") of its desire to terminate the administration of shares in the capital of Ballast Nedam N.V. as soon as possible after the closing of the Rights Issue. The termination of administration will take place in coordination with Euroclear, Euronext and the relevant intermediaries. The general meeting of shareholders adopted the proposed amendment to the Articles of Association in preparation of termination of the administration of shares in Ballast Nedam N.V.
The Financial Statements for 2014 have been adopted 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 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. 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 [this announcement/ these materials] in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which [it is/ they are] released, published or distributed, should inform themselves about, and observe, such restrictions.
[This announcement does / These materials do] not constitute a prospectus within the meaning of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht) and [do/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