Papendrecht, 9 December 2009
- Equity offering of approximately EUR 230 million
- Accelerated bookbuild offering of up to 5.1 million shares
- Private placement of up to EUR 105 million to HAL and Delta Lloyd Group
- Net proceeds to be used to partly finance the intended acquisition of Smit Internationale
Royal Boskalis Westminster N.V. (Boskalis) announces the launch of an equity offering to raise up to approximately EUR 230 million. The proceeds of the share offer will be used to partly finance the intended public offer for Smit Internationale N.V. (see press releases 12 November and 6 December 2009).
Up to 5.1 million ordinary shares (the Shares) will be offered through an accelerated bookbuild offering to institutional and other professional investors on a non pre-emptive basis (the Offering). It is expected that the shares issued in connection with the Offering will be admitted to listing on Euronext Amsterdam by NYSE Euronext on 15 December 2009.
The issue price and number of shares to be placed in the Offering will be determined at the conclusion of this Offering and will be announced in a subsequent press release. The book will open with immediate effect and the closing of the book is expected tomorrow in the course of the day. Settlement of the Offering is expected to take place on 15 December 2009.
In addition to the Offering, Boskalis's large shareholders HAL Investments and Delta Lloyd Group have committed to acquire in aggregate up to a maximum of EUR 105 million worth of shares in a private placement (the Private Placement) on a non pre-emptive basis. HAL Investments will thereby maintain its 32,48% stake in Boskalis. The Private Placement will be executed at the same price and terms and conditions that will be established through the Offering. It is expected that the shares issued in connection with the Private Placement will be admitted to listing on Euronext Amsterdam by NYSE Euronext within a 90 day period from their issuance.
ING and ABN AMRO Bank N.V., to be renamed The Royal Bank of Scotland N.V. in due course, are acting as Joint Global Coordinators and Joint Bookrunners for the Offering. Kempen & Co is acting as placing agent of the Private Placement and advisor to Boskalis in the context of the Offering.
Royal Boskalis Westminster N.V. is a leading global services provider operating in the dredging, maritime infrastructure and maritime services sectors. We provide creative and innovative all-round solutions to infrastructural challenges in the maritime, coastal and delta regions of the world including the construction and maintenance of ports and waterways, land reclamation, coastal defense and riverbank protection. The company holds important home market positions in and outside of Europe and targets all market segments in the dredging industry. It also has positions in strategic partnerships in the Middle East (Archirodon) and in offshore services (Lamnalco). Boskalis has a versatile fleet of over 300 units and operates in over 50 countries across five continents. Including its share in partnerships, Boskalis has approximately 10,000 employees.
For further information please contact:
Martijn L.D. Schuttevâer
Director of Investor Relations & Corporate Communications
Telephone: +31 78 69 69 822 / +31 6 200 10 232
Telefax: +31 78 69 69 020
This press release can also be found on our website www.boskalis.com
Some of the statements contained in this release that are not historical facts are statements of future expectations and other forward-looking statements based on management's current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance, or events to differ materially from those in such statements. Such forward-looking statements are subject to various risks and uncertainties, which may cause actual results and performance of Boskalis business to differ materially and adversely from the forward-looking statements. Certain such forward looking statements can be identified by the use of forward-looking terminology such as "believes", "may", "will", "should", "would be", "expects" or "anticipates" or similar expressions, or the negative thereof, or other variations thereof, or comparable terminology, or by discussions of strategy, plans, or intentions. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this release as anticipated, believed, or expected. Boskalis does not intend, and does not assume any obligation, to update any industry information or forward-looking statements set forth in this release to reflect subsequent events or circumstances, except as required by law.
The Joint Bookrunners are acting exclusively for Boskalis and for no one else in connection with the Offering and will not be responsible to anyone other than Boskalis for providing the protections afforded to the customers of the Joint Bookrunners or for providing advice in relation to the Offering or any transaction or arrangement referred to herein.
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 ordinary shares in the share capital of Boskalis in the United States, Australia, Canada, Japan, South Africaor 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, and the distribution of this communication in jurisdictions may be similarly restricted. This press release should not be regarded as an opinion or recommendation concerning the purchase or sale of shares or other securities issued by Boskalis. Persons into whose possession this communication comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.
The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") and may not be offered or sold in the United States absent registration or an exemption from registration. Boskalis does not intend to register any portion of the Offering in the United States or to conduct a public offering of securities in the United States. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (as defined below) (each, a "Relevant Member State"), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date"), the Offering will not be made to the public in that Relevant Member State, except, with effect from and including the Relevant Implementation Date:
(i) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
(ii) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than 43,000,000; and (3) an annual net turnover of more than 50,000,000, as shown in its last annual or consolidated accounts;
(iii) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or
(iv) in any other circumstances which do not require the publication by Boskalis of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision and when used elsewhere in this announcement, the expression an "offer of Shares to the public" in relation to any Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Shares to be offered so as to enable an investor to decide to purchase or subscribe for the Shares, 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" when used in this announcement means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
This document is only being distributed to and is only directed at: (i) persons who are outside the United Kingdom to whom it may lawfully be distributed; or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the Shares will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
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Boskalis announces EUR 230 million equity offering
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