GRONTMIJ : announces approximately 92% take-up in rights offering; rump offering starts with immediate effect
05/24/2012| 02:00am US/Eastern
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De Bilt, 24 May 2012 - Press release: Grontmij N.V. ("Grontmij" or the "Company") announces that, in connection with its 2 for 1 rights offering (the "Rights Offering") of 42,645,000 new bearer depositary receipts for ordinary shares in its capital with a nominal value of €0.25 each (the "Offer BDRs") at an issue price of €1.87 per Offer BDR (the "Issue Price"), it has received subscriptions for 39,153,944 Offer BDRs through the valid exercise of transferable subscription rights (the "Rights") by eligible holders of such Rights. This represents a take-up of approximately 92% of the €80 million Rights Offering.
The Rights exercise period ended at 15:00 (CET) on 23 May 2012. Today, any Offer BDRs that were issuable upon the exercise of Rights, but have not been subscribed for during the exercise period (the "Rump BDRs") will be offered for sale by ING Bank N.V. ("ING") and Nordea Bank Danmark A/S ("Nordea", together with ING the "Joint Global Coordinators") by way of a private placement to institutional investors in the Netherlands and certain other jurisdictions (the "Rump Offering" and together with the Rights Offering, the "Offering"). The Joint Global Coordinators will use their reasonable efforts to procure purchasers for the Rump BDRs. The price per Rump BDR shall be at least equal to the Issue Price, plus any expenses related to procuring such purchasers (including any non-recoverable value added tax).
Any Rump BDRs not sold in the Rump Offering will be subscribed and paid for by the Joint Global Coordinators at the Issue Price, subject to the terms and conditions of an underwriting agreement entered into between Grontmij and the Joint Global Coordinators on 9 May 2012.
The Rump Offering will commence with immediate effect and will end no later than 17:30 (CET) today. Upon the completion of the Rump Offering, if the aggregate proceeds for the Rump BDRs offered and sold in the Rump Offering, after deduction of selling expenses (including any non-recoverable value added tax) exceed the total Issue Price for such Rump BDRs (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 a part of the Excess Amount in cash proportional to the number of unexercised Rights reflected in such holder's securities account, but only if that amount is equal to or exceeds EUR 0.01 per unexercised Right.
Grontmij cannot guarantee that the Rump Offering will be successfully completed. Grontmij, ING Bank N.V. as the Subscription, Listing and Settlement Agent, the Joint Global Coordinators or any person procuring buyers of Rump BDRs will not be responsible for any lack of Excess Amount arising from any placement of the Rump BDRs in the Rump Offering.
Allotment of Offer BDRs issued pursuant to the Offering is expected to take place immediately after closing of the Rump Offering. Issuance of, payment for and delivery of the Offer BDRs are expected to occur on 29 May 2012. Grontmij expects that the Offer BDRs will be listed, and that trading in the Offer BDRs will commence, on NYSE Euronext in Amsterdam at 09:00 CET on or about 29 May 2012, barring unforeseen circumstances.
Further information on the Offering
For further details of the Offering, reference is made to the prospectus made generally available in the Netherlands as of 10 May 2012 (the "Prospectus"). Subject to applicable laws, copies of the Prospectus may be obtained at no cost through the website of the Company (www.grontmij.com:
http://www.grontmij.com/investorrelations/rights-offering/Pages/information-rights-offering.aspx) or of the Dutch Authority for the Financial Markets (www.afm.nl:
For more information please contact:
Grontmij N.V., Frits Vervoort, CFO, T +31 30 220 72 01
Grontmij N.V., Michèle Negen, Investor Relations Manager, T +31 30 220 78 31
Note to editors
Grontmij is the third largest engineering consultancy in Europe with nearly 9,000 professionals. At the heart of our business is the sustainability by design principle. It is a leading value proposition for our customers delivered by four business lines: Planning & Design, Transportation & Mobility, Water & Energy, Monitoring & Testing.
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Source: GRONTMIJ N.V. via Thomson Reuters ONE