Imtech : Imtech will strengthen equity through 500 million rights issue NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA ·Rights issue will be completely used for debt reduction ·Measures to make financial structure more robust ·Write-off of 150 million euro for Polish projects ·Write-off of 150 million euro for German projects ·Strengthening management model Gouda, the Netherlands - Royal Imtech N.V. (IM-AE, technical services provider in and outside Europe) announces that the company will strengthen its equity through a rights issue of 500 million euro. The proceeds of the rights issue will be completely used for debt reduction. As a result of this the balance sheet of Imtech will be reinforced. Gerard van de Aast, CEO of Imtech: 'The recent developments in Poland and Germany and the related write-downs require a tightening of the quality and effectiveness of our business controls. Our financial structure also appeared to be lacking in robustness. By the intended strengthening of our equity and the measures that have been taken, we are laying a solid foundation for the future.' Rights issue Imtech will strengthen its equity through a rights issue of 500 million euro. This rights issue is led by ING and Rabobank as Joint Global Coordinators and Joint Bookrunners and guaranteed by means of a volume underwriting commitment, under usual conditions. Major shareholder ING AM Insurance Companies supports the rights issue in proportion to its shareholding of 5.19%. ING AM Insurance Companies has also committed itself to vote in favour of the rights issue in the General Meeting of Shareholders. The proceeds of the rights issue will be completely used for debt reduction and will reinforce the balance sheet. The rights issue has to be approved by the shareholders. ING and Rabobank are acting as financial advisors to Imtech. Robust financial structure The consultation with Imtech's lenders, as announced on February 4th, is taking place in a constructive atmosphere. As a result of this and the debt reduction after the rights issue we expect a positive conclusion of these talks. Imtech as of today aspires for an average net debt/EBITDA ratio of 1.5 - 2.0. Besides this, there has to be ample financial space to finance the seasonal need for working capital and for unforeseen circumstances. With these principles and the debt reduction our financial structure becomes more robust and conservative. Bridge facility With ING and Rabobank a temporary bridge facility of 500 million euro has been agreed for 2013. Of this facility, 300 million euro is available immediately and a further 200 million euro is available after reaching an agreement with the major lenders. This facility serves as an addition to the existing credit facilities and, if necessary, will be used to finance the normal seasonal fluctuations in working capital. Financial advisors ING and Rabobank are acting as financial advisors of Imtech. Poland In our press release issued on February 4th, we said that possible irregularities concerning projects in Poland have taken place. A write-off of at least 100 million euro was expected. Because of the possible irregularities Imtech started a forensic investigation and suspended the Polish management. The forensic investigation is well under way and will definitely take several more weeks. The provisional results lead to the conclusion that the write-off in Poland will amount to around 150 million euro (before taxes). This write-off relates to the Adventure World Warsaw project, which was communicated earlier, as well as to other Polish projects. Germany Imtech stated in the press release issued on February 5th that the CEO and CFO of Imtech Germany stepped down because of the situation in Poland. The newly appointed management has been confronted with valuation problems with its projects and debtors in Germany. An evaluation of these leads to the preliminary conclusion that a write-off of around 150 million euro (before taxes) is necessary in Germany. This write-off relates to a write-off on old debtors, a lower estimation of work in progress and losses which were passed on to the future without proper justification. In relation to this, the structural profitability of the German and Eastern European operations is expected to be at an EBITA level of 4 - 6% which is in line with the average of the group profitability. In the past a higher margin target was set for Germany and Eastern Europe. Imtech Germany is a prominent company in the market. The excellent technical skills of our over 5,000 employees are used every day to service our clients. We have an excellent and longstanding relationship with many of these clients, among which are some of Germany's leading companies. Strategy and acquisitions Given the necessary strengthening of the balance sheet Imtech no longer strives for the targets set for revenues and margins for 2015. In 2013 and 2014 the priority will be on the sharpening of the operational execution of business processes in all parts of the company with a special focus on project management, working capital management and cash generation. Organic growth will also be a major factor. Imtech foresees no acquisitions in these years. As of 2015 Imtech will actively pursue its acquisitions again. The still fragmented growth markets in which Imtech operates offer - apart from organic growth - attractive growth opportunities through acquisitions. Management model The existing decentralized management model of Imtech will continue to be a cornerstone of our organization. This model stimulates local entrepreneurship and an optimal relationship with clients and other stakeholders, and hence the growth of the company. The recent developments in Poland and Germany have led to the conclusion that reinforcement of the quality and effectiveness of our business controls is necessary. This concerns sharpened authorization and competences schemes, tight steering and control of large projects and reinforcing the financial function and reporting process. The role of the Board of Management will become more operational and the Board will be expanded for this purposes. At the Annual General Meeting of shareholders we will communicate more specifically about this. Management targets and variable remuneration In consultation with the Supervisory Board we will evaluate the management targets and the related variable remuneration component for the management. Remuneration systems and targets will be aligned with the strategy. As stated before, more attention will be given to the operational execution of business processes with special attention to project management, working capital management and cash generation. Of course this will also affect the variable remuneration of the Board of Management. The Board of Management has not received a variable remuneration for the year 2012. Dividend As announced in our press release on February 4th we do not expect to distribute any dividends for the year 2012. It is our intention to restart distributing dividend as soon as possible. Determination of financial statements 2012 and Annual General Meeting of Shareholders For the completion of the financial statements over 2012 we are dependent on the final results of the investigation in Poland and Germany. We aim to determine the financial statements before the end of April 2013. The Annual General Meeting of Shareholders will take place six to eight weeks afterwards. 0-0-0-0-0-0-0-0-0 Analyst meeting, press conference and webcast Today at 10.00 hours Imtech will organize a sell-side analyst meeting in the Mövenpick Hotel Amsterdam, Piet Heinkade 11, 1019 BR Amsterdam. This meeting will be video webcasted with a call-in facility. For the webcast go to www.imtech.com. For the call-in facility, which is only open for sell-side analysts the dial-in number is +31 (0) 20 717 68 68, code 95553046# At 12.00 hours a press conference will be held, also in the Mövenpick Hotel Amsterdam. This conference can also be followed via video webcast (www.imtech.com). Photography Photographs of the CEO and CFO of Royal Imtech N.V. will be available to the media via Fotopersbureau Dijkstra. For further information: Fotopersbureau Dijkstra, telephone: +31 297 56 68 83, E-mail firstname.lastname@example.org. More information Media: Analysts & investors: Pieter Koenders Jeroen Leenaers Director Group Communications Director Investor Relations T: +31 655 74 65 85 / +31 182 54 35 53 T: +31 182 543 504 E: email@example.com E: firstname.lastname@example.org www.imtech.com www.imtech.com Imtech profile Royal Imtech N.V. is a European technical services provider in the fields of electrical solutions, ICT (information and communication technology) and mechanical solutions. With 29,000 employees, Imtech achieves annual revenue of more than 5.1 billion euro. Imtech holds strong positions in the buildings and industry markets in the Netherlands, Belgium, Luxembourg, Germany, Austria, Eastern Europe, Sweden, Norway, Finland, the UK, Ireland, Turkey and Spain, the European markets of ICT and Traffic as well as in the global marine market. In total Imtech serves 24,000 customers. Imtech offers added value with integrated and multidisciplinary total solutions that lead to better business processes and more efficiency for customers and the customers they, in their turn, serve. Imtech also offers solutions that contribute towards a sustainable society - for example, in the areas of energy, the environment, water and traffic. Imtech shares are listed on the NYSE Euronext Amsterdam, where Imtech is included in the Midkap Index. Imtech shares are also included in the Dow Jones STOXX 600 index. 0-0-0-0-0-0-0-0-0 This press release is a translation of an original Dutch version. In case of any differences the Dutch version prevails. 0-0-0-0-0-0-0-0-0 Legal notices These materials are not for release, distribution or publication, whether directly or indirectly and whether in whole or in part, into or in the United States, Australia, Canada or Japan or any (other) jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. These materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities of Royal Imtech N.V. (the 'Company' and such securities, the 'Securities') in the United States, Australia, Canada or Japan or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction. The Securities are not and will not be registered under the US Securities Act of 1933, as amended (the 'US Securities Act') and will also not be registered with any authority competent with respect to securities in any state or other jurisdiction of the United States of America. The Securities may not be offered or sold in the United States of America without either registration of the securities or an exemption from registration under the US Securities Act being applicable. The Company has registered no part of the offering of the Securities in the United States of America or any other jurisdiction, nor has it the intention to do so. The Company has no intention to make a public offering of Securities in the United States. The Company has not authorised any offer to the public of Securities in any Member State of the European Economic Area. With respect to any Member State of the European Economic Area 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, except that such action is intended to be undertaken in respect of the Netherlands. 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. No action has been taken by the Company that would permit an offer of Securities or the possession or distribution of these materials or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required. 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. 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 the Company. Pdf: Imtech Press Release ------------------------------------------------------------------------------ This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Imtech via Thomson Reuters ONE HUG#1681373
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Imtech : Imtech will strengthen equity through 500 million rights issue
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