Imtech : Imtech will strengthen equity through 500 million rights issue
NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR
·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
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
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.
ING and Rabobank are acting as financial advisors of Imtech.
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.
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.
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.
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
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.
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
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 email@example.com.
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: firstname.lastname@example.org E: email@example.com
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.
This press release is a translation of an original Dutch version. In case of
any differences the Dutch version prevails.
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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
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The Securities are not and will not be registered under the US Securities Act
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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
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