Imtech : Royal Imtech launches fully underwritten 4 for 1 rights offering of approximately EUR 500 million

 Imtech : Royal Imtech launches fully underwritten 4 for 1 rights offering of
                        approximately EUR 500 million


  *Rights offering important next step in financial restructuring of Royal
  *Offering of 356,597,988 new ordinary shares at an issue price of EUR 1.40
    per new ordinary share
  *Issue price represents a discount of approximately 37.3% to the
    theoretical ex-rights price
  *Fully underwritten by ING, Rabobank and Commerzbank, subject to customary
  *ING AM has committed to participate in the rights offering
  *Record date on 4 July 2013 at 17:40 CEST
  *Exercise period from 5 July 2013 9:00 CEST to 18 July 2013 17:00 CEST
  *Rump offering (if any) expected on 19 July 2013
  *ING and Rabobank acting as Joint Global Coordinators and Joint
    Bookrunners; Commerzbank acting as Co-Lead Manager

Gerard  van  de  Aast,  CEO  Royal  Imtech:  "Today's  launch  of  the   fully 
underwritten rights offering is  an important step in  our recovery plan.  Our 
shareholders approved the rights  issue with 98.6% of  the votes cast and  can 
now participate  in this  important  rights offering  at  terms in  line  with 
similar precedent transactions in the market.  The net proceeds of the  rights 
offering will be used to  reduce the net debt level  of our company. From  now 
on, we must look forward and continue  with our recovery plan. Our core  value 
proposition based on  our technological  capabilities and  market coverage  is 
still intact. The  people at Royal  Imtech will move  forward and continue  to 
make serving their customers their top priority."

Details of the Rights Offering

Following the approval granted by the  General Meeting on 28 June 2013,  Royal 
Imtech N.V.  ("Royal Imtech"  or the  "Company")  announces a  4 for  1  fully 
underwritten rights offering of 356,597,988 new ordinary shares with a nominal
value of EUR 0.80 each in its  share capital (the "Offer Shares") at an  issue 
price of  EUR 1.40  per Offer  Share (the  "Issue Price").  For this  purpose, 
subject to applicable securities laws and the terms of the prospectus dated  4 
July 2013 (the "Prospectus"), existing holders of ordinary shares in the share
capital of Royal Imtech ("Ordinary  Shares") as at 4  July 2013 at 17:40  CEST 
(the  "Record  Date")  are  being  granted  transferable  subscription  rights 
("Rights") pro rata  to their existing  shareholdings (the "Rights  Offering", 
and together with  the Rump Offering  (as defined below)  the "Offering").  No 
Rights will be granted to Royal Imtech  as a holder of Ordinary Shares in  its 
own capital. The Rights  will entitle the holders  thereof, provided they  are 
Eligible Persons, to subscribe for 4 Offer Shares for every Right held at  the 
Issue Price, subject to applicable securities laws and in accordance with  the 
terms and subject to the conditions set out in the Prospectus. The Issue Price
per  Offer  Share  represents  a  discount  of  approximately  37.3%  to   the 
theoretical ex-rights price ("TERP") based on the share price of EUR 5.570  at 
NYSE Euronext in Amsterdam ("Euronext Amsterdam") after close of business on 3
July 2013 and 89,149,497 shares issued and outstanding at the same date  (thus 
excluding treasury shares).

ING AM  Insurance  Companies B.V.  ("ING  AM") has  irrevocably  committed  to 
participate in the Rights  Offering by timely and  duly exercising all of  the 
Rights that it shall receive, thereby subscribing for all Offer Shares offered
to it pro  rata its capital  interest in  Royal Imtech, resulting  in a  total 
pre-commitment of 5.72% of the Offer Shares (the "Committed Shares").

ING and Rabobank are acting as joint global coordinators and joint bookrunners
for the Offering (the "Joint Global Coordinators" or the "Joint Bookrunners"),
and Commerzbank is acting  as co-lead manager for  the Offering (the  "Co-Lead 
Manager", and  together  with  the Joint  Bookrunners,  the  "Managers").  The 
Managers have, subject  to customary conditions  including the condition  that 
ING AM subscribes  for the  Committed Shares, underwritten  the Offering.  ING 
Bank  N.V.  will  act   as  subscription,  listing   and  paying  agent   (the 
"Subscription, Listing and Paying Agent") for the Offering.

In connection  with  the  Offering  the  Prospectus  will  be  made  generally 
available in The Netherlands. Copies of  the Prospectus may be obtained at  no 
cost through  the  website  of  Royal Imtech  (  as  of  today. 
Application has been  made for  the admission to  listing and  trading of  the 
Rights and the Offer Shares on Euronext Amsterdam.

Use of proceeds Offering

The net proceeds of  the Offering will be  fully utilised for debt  reduction, 
resulting in a reinforcement of Royal Imtech's capital structure.

Key features

Detailed terms  of  the Offering  are  set out  in  the Prospectus,  which  is 
expected to be available as of today.


Royal Imtech and the Managers are not taking any action to register the Rights
or the Offer Shares  or otherwise to  permit an offering  of the Offer  Shares 
(pursuant to the exercise of  Rights or otherwise), or  an offer of Rights  in 
any jurisdiction outside  of the  Netherlands. The  Offering is  only made  in 
those jurisdictions in which, and only to those persons to whom, the  Offering 
may lawfully be made.  Holders of Ordinary  Shares as of  the Record Date  and 
subsequent transferees of the Rights,  in each case if  they are able to  give 
the representations and warranties set  out in the Prospectus, are  considered 
eligible persons ("Eligible Persons") with respect to the Offering.

The statutory pre-emptive rights  (wettelijke voorkeursrechten) of holders  of 
Ordinary Shares have been excluded with respect to the Offering.

  Record Date

Each Ordinary Share held  immediately after the close  of trading on  Euronext 
Amsterdam on  the  Record  Date  will  entitle its  holder  to  one  Right  in 
registered form. Eligible Persons  will have the right,  until the end of  the 
Exercise Period, to  subscribe for  4 Offer Shares  for every  Right held.  No 
fractional Offer Shares  will be issued.  No Rights will  be granted to  Royal 
Imtech as a holder of Ordinary Shares in its own capital. A holder of Ordinary
Shares as at the Record Date will customarily receive details of the aggregate
number of Rights to which he will be entitled from the financial  intermediary 
through which he holds  his Ordinary Shares.  Shareholders should contact  the 
financial intermediary through which they hold the Ordinary Shares if they are
entitled to  receive  Rights  but  have received  no  information  from  their 
financial intermediary with respect to the Rights Offering.

  Exercise Period

Subject to applicable securities laws and the terms set out in the Prospectus,
Eligible Persons (whether a holder of Ordinary Shares on the Record Date or  a 
subsequent transferee of  Rights) will be  entitled to subscribe  for 4  Offer 
Shares for every Right held against payment of the Issue Price for each  Offer 
Share by exercising their Rights during the period running from 9:00 CEST on 5
July 2013 and ending at  17:00 CEST on 18  July 2013 (the "Exercise  Period"). 
Subject to  applicable  securities laws,  Eligible  Persons can  only  validly 
exercise their  Rights  during  the  Exercise Period.  The  time  until  which 
notification of exercise instructions must be  given in order to be valid  may 
be earlier, depending on  the financial institution  through which the  Rights 
are held. Once an Eligible Person holding Rights has exercised its Rights,  it 
may not revoke or modify that  exercise, except as otherwise described in  the 
Prospectus. If an  Eligible Person holding  Rights has not  timely or  validly 
exercised its Rights before the end of the Exercise Period (or so much earlier
as instructed by  its financial intermediary),  it will no  longer be able  to 
exercise its Rights and its Rights will lapse. Holders of Ordinary Shares  who 
transfer, or who do not, not timely, or are not permitted to, exercise any  of 
their Rights granted under the Rights Offering will suffer a dilution of their
proportionate ownership and  voting rights caused  by the issue  of the  Offer 

  Trading in Rights

Trading in Rights on Euronext Amsterdam  is expected to commence at 9:00  CEST 
on 5 July 2013  and will continue  until 15:00 CEST on  18 July 2013,  barring 
unforeseen circumstances. The  Rights will  be admitted to  trading under  the 
symbol "IMR". The transfer  of Rights will take  place through the  book-entry 
systems of Euroclear Nederland. If Eligible  Persons want to sell some or  all 
of  their  Rights,  they  should  instruct  their  financial  intermediary  in 
accordance with the instructions given  by the intermediary to them.  Eligible 
Persons may also instruct their  financial intermediary to purchase Rights  on 
their behalf.  Persons interested  in trading,  selling or  purchasing  Rights 
should be aware that the trading or exercise of Rights and/or acquiring  Offer 
Shares by holders residing in countries other than the Netherlands, is subject
to restrictions as set out in the Prospectus and such holders may therefore be
ineligible to participate in the Rights  Offering. Any failure to comply  with 
these restrictions  may  constitute a  violation  of the  securities  laws  or 
regulations (or other laws or regulations) of any such countries.

  Unexercised Rights and Rump Offering

Rights can no longer be exercised after  17:00 CEST on 18 July 2013, at  which 
time the Exercise Period ends (or so much earlier as indicated by the relevant
financial intermediary).  Following the  expiry of  the Exercise  Period,  any 
Offer Shares that were issuable upon the exercise of Rights, but have not been
subscribed for or that have  been subscribed but not  paid for in full  during 
the Exercise Period (the "Rump Shares"), may in accordance with the provisions
of the Underwriting Agreement  (as defined below) be  offered for sale by  the 
Joint Bookrunners by way of  private placements to institutional investors  in 
the Netherlands and  certain other  jurisdictions (the "Rump  Offering") at  a 
price at least equal to  the Issue Price. If there  is a Rump Offering, it  is 
expected to commence on  19 July 2013 at  7:30 CEST and to  end no later  than 
17:30 CEST on that same day.

The Managers, severally and  not jointly, will subscribe  and pay for (i)  any 
Offer Shares subscribed for in  the Rights Offering but  not paid for by  such 
subscribers on  the Settlement  Date (as  defined below),  and (ii)  any  Rump 
Shares not sold in the Rump Offering, if any, or sold but not paid for on  the 
Closing Date (as  defined below),  pro rata to  their respective  underwriting 
commitments at the Issue  Price, in accordance with  the terms and subject  to 
the conditions of the underwriting agreement entered into between the Managers
and Royal Imtech (the "Underwriting Agreement").

Upon completion of the Rump Offering, if the aggregate proceeds for each  Rump 
Share offered  and sold  in  the Rump  Offering,  after deduction  of  selling 
expenses (including any value added tax), exceed the aggregate issue price for
such Rump Shares (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, except as noted below, a part of the Excess Amount.

Such holder will be entitled to receive such part of the Excess Amount in cash
pro rata  to the  number  of unexercised  Rights  reflected in  such  holder's 
securities account (the "Unexercised Rights Payment"), but only if that amount
exceeds EUR 0.01 per unexercised Right. Royal Imtech will announce whether any
Unexercised Rights  Payment  is  available  for  distribution  to  holders  of 
unexercised Rights by  means of a  press release. Royal  Imtech and the  Joint 
Bookrunners  cannot  guarantee  that  the  Rump  Offering,  if  any,  will  be 
successfully completed. Royal Imtech, the Managers, the Subscription,  Listing 
and Paying Agent or  any person procuring subscriptions  for Rump Shares  will 
not be responsible for any lack of Excess Amount arising from any placement of
the Rump Shares whether or not a Rump Offering takes place.


The timetable below lists certain expected key dates related to the Offering.

Event                                  Time and date
Record date                            After the close of trading at Euronext
                                       Amsterdam, at 17:40 CEST on 4 July 2013
Publication date Prospectus            4 July 2013
Start of ex-Rights trading in the      9:00 CEST on 5 July 2013
Ordinary Shares
Start of Exercise Period of Rights     9:00 CEST on 5 July 2013
Start of trading in the Rights         9:00 CEST on 5 July 2013
End of trading in the Rights           15:00 CEST on 18 July 2013
End of Exercise Period                 17:00 CEST on 18 July 2013^(1)
Rump Offering (if any)                 19 July 2013 7:30 CEST until 17:30
                                       CEST, subject to acceleration
Expected allotment date                19 July 2013
Issue of, payment for and delivery of  24 July 2013^(2)
the Offer Shares (the "Closing Date")
Expected admission to trading of the   9:00 CEST on 24 July 2013
Offer Shares on Euronext Amsterdam
(1)  The  last  date  and/or  time  before  which  notification  of   exercise 
instructions may be  validly given may  be earlier than  the date and/or  time 
specified above as the end of the Exercise Period of the Rights, depending  on 
the financial intermediary through which the Rights are held.

(2) Financial intermediaries may require payment to be provided by holders  of 
Rights exercising such Rights, prior to the Closing Date.

Royal Imtech may adjust  the dates, times and  periods given in the  timetable 
and throughout the Prospectus. If Royal Imtech should decide to adjust  dates, 
times or periods, it will notify Euronext Amsterdam and the Authority for  the 
Financial Markets (Autoriteit Financiële Markten) ("AFM") and it will  publish 
a press release in the  Netherlands which will also  be placed on its  website Any other material  alterations will be  published in a  press 
release also  posted on  Royal Imtech's  website and  in a  supplement to  the 
Prospectus (if required).

Conditions to the Offering

The closing of the Offering, including  the obligations of the Managers  under 
the Underwriting Agreement, is subject to customary terms and conditional upon
the fulfilment  of  a  number  of  conditions precedent  as  set  out  in  the 
Prospectus under "Plan of Distribution".

More information

For more information on  the Offering and Royal  Imtech, reference is made  to 
the Prospectus dated 4 July 2013. Copies of this Prospectus and any supplement
to this Prospectus (if any) can be accessed via the website of Royal Imtech at

For more  information,  shareholders can  also  contact their  broker  or  the 
shareholders help line at the following European toll-free number: 00800  3814 
3814 or send an email to

Media:                                 Analysts & investors:
Dorien Wietsma                         Jeroen Leenaers
Director Corporate Communication & CSR Director Investor Relations
T: +31 182 54 35 53                    T: +31 182 543 504
E:           E:               

Royal Imtech profile

Royal Imtech  is a  European  technical services  provider  in the  fields  of 
electrical solutions,  ICT  (information  and  communication  technology)  and 
mechanical solutions.  With 29,000  employees,  Royal Imtech  achieves  annual 
revenue of  approximately  5.4 billion  euro.  Royal Imtech  holds  attractive 
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 Royal  Imtech serves 24,000  customers. 
Royal Imtech offers integrated and multidisciplinary total solutions that lead
to better  business  processes  and  more efficiency  for  customers  and  the 
customers they, in their turn, serve. Royal Imtech also offers solutions  that 
contribute towards  a sustainable  society  - for  example,  in the  areas  of 
energy, the environment, water and traffic. Royal Imtech shares are listed  on 
the NYSE Euronext Amsterdam, where Royal Imtech is included in the AEX Index.


This press release is  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.

This press release  is for information  purposes only and  is not intended  to 
constitute, and should not be construed as, an offer to sell or a solicitation
of any offer to buy 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 have not and will  not be registered under the U.S.  Securities 
Act of 1933, as amended (the "U.S. 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  of America.  The  Securities may  not  be 
offered or sold  in the  United States of  America absent  registration or  an 
exemption from registration  under the  U.S. Securities Act.  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

The Company has not authorised  any offer to the  public of Securities in  any 
Member State  of the  European Economic  Area (except  that it  may do  so  in 
respect of the Netherlands). With respect to any Member State of the  European 
Economic Area (other than possibly 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 press  release 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.

This press release does not constitute a prospectus within the meaning of  the 
Dutch Financial Markets Supervision Act  (Wet op het financieel toezicht)  and 
does 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 made generally  available 
in the Netherlands in connection with such offering. Copies of the  prospectus 
may be obtained  at no cost  from the Company  or through the  website of  the 

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