NIEUWEGEIN, The Netherlands, June 16, 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.
- Agreement on sale of Ballast Phoenix Ltd. to H2 Equity Partners
- Additional cost overruns on A15 Maasvlakte-Vaanplein
- Expected half-year loss (EBIT) of 43 million euros
In line with the announced programme of disposals, Ballast Nedam has reached agreement on the sale of the operations in England of its subsidiary Recycling Maatschappij Feniks B.V. (Feniks Recycling) to H2 Equity Partners (H2). The operations in England are carried out by Ballast Phoenix Ltd., which is the United Kingdom market leader in the recycling of incinerator bottom ash (IBA). The same transaction includes the sale to H2 of the non-controlling interest (7.5%) held by Ballast Phoenix Ltd.'s cofounder, David York. The transaction includes customary suspensive conditions and is expected to be finalized at the end of June. Feniks Recycling will continue its operations outside the United Kingdom as part of Ballast Nedam.
Ballast Phoenix Ltd. will be sold for 38 million euros (100% including 3.5 million euros earn-out) and will yield a book profit of 22 million euros for Ballast Nedam. This transaction has no impact on job numbers in either country. H2 plans to build on Ballast Phoenix's strong position in the IBA recycling market to take the company forward in the coming years. H2 Equity Partners is an independent private equity firm founded in 1991 with operations in the Benelux, the United Kingdom, Ireland and Germany. H2 has built an exceptional record of acquiring and growing fundamentally attractive businesses that have a combination of growth, operational and strategic improvement opportunities at the time of investment.
There have been additional cost overruns in the first half of 2014 on the A15 Maasvlakte - Vaanplein project that is being performed by A-Lanes A15 consortium. These cost overruns mean that Ballast Nedam will be reporting a substantial loss on the project for the first half of 2014. The talks between A-Lanes A15 and the client, the Directorate-General for Public Works and Water Management, have not produced a solution. A Committee of Experts has now been formed to produce a binding opinion on the financial responsibility for the various cost overruns. The Board of Management of Ballast Nedam has every confidence in this opinion and expects that this will lead to a substantial improvement in the results for A-Lanes A15 (and therefore for Ballast Nedam) in due course.
In accordance with accounting principles (IFRS) this possible improvement in the results will not be included in the half-year results.
As a result of cost overruns on the A15 Maasvlakte - Vaanplein project and other negative results, Ballast Nedam expects to close the first half of 2014 with a loss (EBIT) of 43 million euros, including the sale of Ballast Phoenix Ltd..
An agreement in principle has been closed with the banks on financing Ballast Nedam until 2017. The previously announced 30 million euro rights issue as a part of the refinancing is expected to take place in the third quarter. The company will continue the initiated programme of disposals.
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 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 NYSE Euronext Amsterdam, the Netherlands Authority for the Financial Markets and/or the website of the Company.
This announcement includes certain forward-looking statements, which are based on the Company's current expectations and projections on the date of this announcement. By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors because such statements relate to events, and depend on circumstances, that will occur in the future whether or not outside the control of the Company. Such factors may cause actual results, performance and developments to differ materially from those expressed or implied by the forward-looking statements included in this announcement.
SOURCE Ballast Nedam