The Company's extraordinary general meeting of shareholders that took place on 30 November 2020 (the "EGM") adopted a resolution pursuant to which the articles of association of the Company will be amended in order to consolidate the ordinary shares (the "Ordinary Shares") in the capital of the Company (the "Share Consolidation"). The purpose of the Share Consolidation is to increase the market value per Ordinary Share and Certificate (as defined below).
As a result of the Share Consolidation, (certificates representing) Ordinary Shares with nominal value of EUR 0.05 each (ISIN NL0000352565) will be consolidated into (certificates representing) Ordinary Shares with an increased nominal value (ISIN NL00150004A7) (the "Consolidated Securities"). The ticker symbol of the certificates representing Ordinary Shares ("Certificates") will not change and will remain FUR. The consolidation ratio (the "Consolidation Ratio") shall be announced on Wednesday 16 December 2020 after 17:40 CET.
Expected timetable for the Share Consolidation is as follows:
- Wednesday 16 December 2020 after 17:40 CET: announcement of the Consolidation Ratio
- Friday 18 December 2020: last day of trading in the Certificates
- Monday 21 December 2020: ex-date – trading in the Consolidated Securities begins
- Tuesday 22 December 2020: record date – 17:40 CET
- Wednesday 23 December 2020: Share Consolidation effective
If a holder of Certificates holds a number of Certificates that is not exactly divisible in accordance with the Consolidation Ratio, his or her bank or broker will round the number of Certificates held by that holder of Certificates up or down, in accordance with the particular contractual arrangement between that bank or broker and the holder of Certificates. Settlement and rounding-off will be done in the customary manner by the banks or brokers. If a holder of Ordinary Shares in the share register of the Company holds a number of Ordinary Shares that is not exactly divisible in accordance with the Consolidation Ratio, he or she will hold fractional Ordinary Shares. Reference is made to the agenda of the EGM for a more detailed explanation on the consequences of the Share Consolidation for individual shareholders.
In addition, the EGM adopted a resolution pursuant to which the articles of association of the Company will be amended in order to decrease the nominal value of the Ordinary Shares post-Share Consolidation back to EUR 0.05 (the "Capital Reduction"). The Capital Reduction may only take effect after a two-month creditor opposition period has been observed, which began following the EGM.
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.
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 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.