- 85,184,319 Offer Certificates were subscribed for through the exercise of Rights in the Rights Offering, which, together with the subscriptions for 242,407 Offer Shares in the Share Subscription Offering, represents a take-up of 91.9% in the Rights Issue.
- The Rump Offering of 7,533,993 remaining Rump Certificates will commence today after close of business, 17:40 CET.
Fugro announces that, in connection with its Rights Issue (as defined below), it received subscriptions for 85,184,319 Offer Certificates (as defined below) through the valid exercise of Rights (as defined below) by eligible holders of such Rights. In combination with the subscriptions for 242,407 Offer Shares received in the Share Subscription Offering, this represents a take-up of 91.9% in the Rights Issue. The exercise period for the Rights (the “Exercise Period”) ended today, 10 December 2020, at 10:00 CET (and 12:00 CET for financial intermediaries).
Transferrable subscription rights (“Rights”) to subscribe for up to 92,960,719 new certificates (the “Offer Certificates”) representing ordinary shares in the capital of the Company (the “Ordinary Shares”) were offered in the rights offering (the “Rights Offering”), which, in combination with the Share Subscription Offering, is referred to as the “Rights Issue”.
Today, 7,533,993 certificates representing Ordinary Shares consisting of (i) Offer Certificates that were issuable upon the exercise of Rights but that were not validly subscribed for during the Exercise Period, (ii) certificates representing Offer Shares not validly subscribed for during the Share Subscription Offering and (iii) certificates representing Offer Shares that Registered Shareholders could have subscribed for had they not been excluded from the Share Subscription Offering, together, the "Rump Certificates", will be offered for sale (the “Rump Offering”) by the Joint Global Coordinators (as defined below) on behalf of the Underwriters (as defined below) by way of private placements to institutional investors in the Netherlands and certain other eligible jurisdictions at a price at least equal to the issue price of EUR 2.12 (the “Issue Price”) for the Rights Issue, in accordance with the terms and conditions set out in an underwriting agreement between Fugro and the Underwriters (as defined below) dated 1 December 2020 (the “Underwriting Agreement”) and as set out in the prospectus for the Rights Offering dated 1 December 2020 (the “Prospectus”).
The Underwriters shall, subject to the satisfaction of conditions contained in, and on the terms of, the Underwriting Agreement, use their reasonable efforts to procure subscribers for the Rump Certificates. In accordance with the terms of, and subject to the conditions contained in the Underwriting Agreement, the Underwriters have agreed to subscribe themselves for (i) any Offer Certificates validly subscribed for during the Exercise Period but not paid for, (ii) any Rump Certificates validly subscribed for in the Rump Offering but not paid for, and (iii) any Rump Certificates not validly subscribed for in the Rump Offering, pro rata to their respective underwriting commitments at the Issue Price.
The Rump Offering will commence today after close of business (10 December 2020, 17:40 CET) and will end no later than 9:00 CET on 11 December 2020.
If, upon completion of the Rump Offering the aggregate proceeds for the Rump Certificates offered and sold in the Rump Offering exceed the aggregate Issue Price for such Rump Certificates, such amount will constitute the "Excess Amount". Each holder of a Right that was not exercised at the end of the Exercise Period, each Registered Shareholder that did not validly participate in the Share Subscription Offering and each Registered Shareholder who could have subscribed for Offer Shares had they not been excluded from the Share Subscription Offering will be entitled to receive, except as noted below, a payment in cash in respect of such holder's unexercised Rights, unexercised non-transferable rights or entitlement, as applicable (the "Unexercised Rights Payment").
If the Excess Amount divided by the total number of unexercised rights in the Rights Issue is less than EUR 0.01, no Unexercised Rights Payment will be made to the holders of any unexercised Rights or unexercised non-transferable rights, as applicable, and instead, any such Excess Amount will be retained by the Company for its own benefit. The Company will announce whether Unexercised Rights Payments are available for payment to holders of unexercised Rights or unexercised non-transferable rights, as applicable, by means of a press release placed on the Company's website. Persons entitled to an Unexercised Rights Payment do not need to take action in order to receive such payment.
The Company, the Underwriters and ABN AMRO Bank N.V., in its capacity as subscription, listing and paying agent (the "Subscription, Listing and Paying Agent"), cannot guarantee that the Rump Offering will be successfully completed. None of the Company nor the Underwriters, the Subscription, Listing and Paying Agent, or any other person procuring purchasers for the Rump Certificates, will be responsible for any lack of Excess Amount arising from any placement of the Rump Certificates in the Rump Offering.
Allotment of Offer Certificates issued pursuant to the Rights Offering is expected to take place at 09:00 CET on 11 December 2020 at the latest. Issuance of, payment for and delivery of the Offer Certificates is expected to occur on 14 December 2020. Issuance of the Offer Shares is expected to occur on 14 December 2020.
Fugro expects that the Certificates to be issued in connection with the Rights Issue will be listed and admitted to trading on Euronext Amsterdam at 09:00 CET on or about 14 December 2020, barring unforeseen circumstances.
Barclays, ING and Rabobank (in cooperation with its partner Kepler Cheuvreux) are acting as Joint Global Coordinators and Joint Bookrunners (the “Joint Global Coordinators”), as well as ABN AMRO, BNP Paribas, Credit Suisse and HSBC, acting as Joint Bookrunners (altogether the “Underwriters”) for the Rights Issue.
Neither this announcement nor any part of it is an offer to sell or a solicitation of any offer to buy any securities issued by Fugro N.V. (the “Company”) in the United States of America, Canada, Japan, Australia or any other jurisdiction.
In any EEA Member State, other than the Netherlands, and the United Kingdom, this communication is only addressed to and is only directed at qualified investors in that Member State or the United Kingdom within the meaning of the Prospectus Regulation (EU) 2017/1129, as amended.
Neither this announcement nor any part of it is for publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America, (including its territories and possessions, any state of the United States and the District of Columbia) (the “United States”). Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States.
This announcement does not constitute a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129, as amended, and does not constitute an offer to acquire securities. Any offer to acquire the securities referred to herein will be made, and any investor should make his investment, solely on the basis of information that is contained in the Prospectus made generally available in the Netherlands in connection with such offering. Copies of the Prospectus may be obtained free of charge through the website of the Company.
In the United Kingdom, this announcement and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, persons who are “qualified investors” (as defined in the Prospectus Regulation (EU) 2017/1129, as amended) who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order or (iii) persons to whom it would otherwise be lawful to distribute them, all such persons together being referred to as “Relevant Persons”. Persons who are not Relevant Persons should not take any action on the basis of this announcement and should not act or rely on it.
This announcement contains forward-looking statements, which reflect the Company’s current views, expectations, assumptions and information regarding future events and financial and operational development. Without limitation, any statements including words such as “intend”, “expect”, “anticipate”, "target", “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual results, performance or events may differ materially from those described in forward-looking statements. Neither the Company, the Joint Global Coordinators and the Joint Bookrunners nor any of their respective affiliates assumes any obligations to update any forward-looking statements.