Imtech : Royal Imtech provides a trading update, announces EUR 30 million financing preference shares issue and extends the rights offering by five business days. NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN In the process of preparing its half year results 2013, Royal Imtech now has a preliminary view of its performance for the first six months of 2013. In connection therewith, Royal Imtech provides this trading update now. The more conservative approach taken by newly appointed divisional financial management has resulted in various valuation allowances and expected project losses. These allowances and losses are of a non-cash nature. In line with our trading update of 28 June 2013, operating performance for the divisions Imtech Germany & Eastern Europe, Imtech Benelux and Imtech Marine has continued to be poor in June. Over the second quarter of 2013, revenue development at Imtech Germany & Eastern Europe is satisfactory. Cost levels remain too high, resulting in a significant loss in the second quarter of 2013. Over the same period, the Imtech Benelux performance is affected by volume and price pressure in the commercial real estate and infrastructure markets. In addition, Imtech Benelux will recognise valuation allowances and expected project losses amounting in aggregate to approximately EUR 15 million in the second quarter of 2013. Both factors will contribute to a significant loss for Imtech Benelux in the period. The performance of Imtech Marine in the second quarter is affected by lower volumes and the high cost level within the Imtech Marine division. In addition, valuation allowances and expected project losses amounting in aggregate to approximately EUR 25 million will be recognised. Both factors will contribute to a significant loss for Imtech Marine in the second quarter of 2013. In light of the above, Royal Imtech will update the goodwill impairment tests for Imtech Benelux and Imtech Marine as per 30 June 2013. The other divisions of Royal Imtech continue to perform at satisfactory levels. As previously announced, steps have been taken to improve operational performance in the Germany & Eastern Europe, Benelux and Marine divisions. In these divisions senior management (CEO and CFO) has recently been replaced and restructuring programs have been initiated. In Germany there will be a headcount reduction of 550 jobs and an indirect cost saving program with an expected benefit of approximately EUR 40 million over the next three years. The implementation of the headcount reduction is expected in the second half of 2013. In the Benelux division a headcount reduction of 550 jobs is underway. Implementation is largely completed with the remaining part scheduled for the second half of 2013. In the Marine division a headcount reduction program of 140 jobs is planned. Implementation is scheduled for the second half of 2013. The headcount reduction programs are part of the restructuring programs as announced on 23 April 2013. The benefits of the restructuring programs are expected to contribute to results from the second half of 2013 onwards. Of the total cost for the announced headcount reduction program of EUR 80 million, Royal Imtech will include approximately EUR 42 million in its first half year results. The remainder will be booked in the second half year of 2013. Of the previously announced estimated EUR 110 million for the financial restructuring costs, approximately EUR 65 million will be included in the first half year, of which circa EUR 25 million directly in the income statement and circa EUR 40 million in the balance sheet, part of which will be amortized over time in accordance with IFRS guidelines. The net debt position as per 30 June 2013 is stable and in line with the net debt position as per the end of May 2013. In order to further strengthen its balance sheet, Royal Imtech has entered into a binding term sheet with ING and Rabobank for the placement with ING and Rabobank of cumulative financing preference shares raising gross proceeds of EUR 30 million. Subject to shareholder approval, the cumulative financing preference shares may be convertible in Royal Imtech ordinary shares. The dividend yield on the cumulative financing preference shares will be approximately 4.48% per annum. Issue of the cumulative financing preferences shares is amongst others subject to completion of the Offering. In line with what has been stated previously in our 2012 financial statements and prospectus, Royal Imtech will be evaluating other measures to strengthen its balance sheet and reduce indebtedness levels. Such measures include disposals of assets, business units or divisions or further accessing the capital markets, and Royal Imtech envisages to take decisions to pursue any such steps subject to further review. The Offering is underwritten by ING, Rabobank and Commerzbank on customary terms. Major shareholder ING AM Insurance Companies B.V. has committed to participate in the Rights Offering pro rata its capital interest in Royal Imtech of 5.72%. In connection with the information provided above, a supplement to the Prospectus will be published and made available on the rights issue page of Royal Imtech's website (http://imtech.com/EN/rightsissue.html). Following publication of the supplement and until 17:00 hours CEST on Wednesday 24 July 2013, investors who have exercised rights may withdraw their subscriptions. In such case, investors should contact the financial intermediary through which the Rights are held. Publication of the supplement to the Prospectus will be announced by a press release and is expected to take place in the coming days. To provide investors with the opportunity to incorporate the information above, the timetable for the Offering will be amended as follows. The end of trading in the rights on NYSE Euronext Amsterdam will be postponed from 15:00 hours CEST today to 13:00 CEST on Thursday 25 July 2013. The end of the Exercise Period will be postponed from 17:00 hours CEST today to 15:00 hours CEST on Thursday 25 July 2013. The time until which notification of exercise instructions may be validly given may be earlier, depending on the financial intermediary through which the Rights are held. The Rump Offering, if any, is expected to take place on Friday 26 July 2013. Settlement of the Rights Issue will, barring unforeseen circumstances, take place on 31 July 2013. The condensed consolidated interim financial statements for the six months ended 30 June 2013 are expected to be published on 27 August 2013, including a review report by Royal Imtech's auditor KPMG. Capitalised terms not defined herein have the meaning as given in the press release of 4 July 2013. More information For more information, shareholders can contact their broker or the shareholders helpdesk line at the following European toll-free number: 00800 3814 3814 or send an email to firstname.lastname@example.org. 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: email@example.com E: firstname.lastname@example.org www.imtech.com www.imtech.com 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. Disclaimer 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 States. 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 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 generally available in the Netherlands, and the supplement to the prospectus to be made generally available in the Netherlands, in connection with such offering. Copies of the prospectus, and when made generally available the supplement to the prospectus, may be obtained at no cost from the Company or through the website of the Company. 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#1717295
Imtech : Royal Imtech provides a trading update, announces EUR 30 million financing preference shares issue and extends the
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