Imtech : Royal Imtech provides a trading update, announces EUR 30 million
financing preference shares issue and extends the rights offering by five
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
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
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
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.
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
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 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
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.
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(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.
Source: Imtech via Thomson Reuters ONE
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