As a result of the Rights Issue completion, the number of issued Fugro certificates representing Ordinary Shares (the "Certificates") will be 205,299,228 and the total issued share capital of the Company will consist of 206,380,732 Ordinary Shares.
The Certificates issued in connection with the Rights Issue will be listed and admitted to trading on Euronext Amsterdam at 09:00 CET on 14 December 2020.
Barclays, ING and Rabobank (in cooperation with its partner Kepler Cheuvreux) acted as Joint Global Coordinators and Joint Bookrunners (the “Joint Global Coordinators”), as well as ABN AMRO, BNP Paribas, Credit Suisse and HSBC, who acted as Joint Bookrunners (altogether the “Underwriters”) for the Rights Issue.
Adjustments to convertible bonds conversion prices
As a result of the Refinancing as announced by the Company on 19 October 2020, in accordance with the terms and conditions applicable to the Company's convertible bonds maturing in 2021 and 2024, respectively, the calculation agent has determined that effective 2 December 2020, the conversion price has been adjusted to EUR 12.7837 (from EUR 19.4416 prior to the Refinancing) for the convertible bonds maturing in 2021 and to EUR 9.8245 (from EUR 14.9412 prior to the Refinancing) for the convertible bonds maturing in 2024. The conversion prices of the Company's convertible bonds maturing in 2021 and 2024, respectively, will be further adjusted as a consequence of the share consolidation of the Ordinary Shares.
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.