Imtech announces final take-up of 52.44% and pricing of the rump offering in connection with its approximately 600 million euro rights offering

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Algemeen advies 24/10/2014 06:37
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN. Only available in English
· Rump shares priced at 0.01 euro per rump share
· Concludes Imtech's approximately 600 million euro rights issue

Rump offering
Royal Imtech N.V. ("Royal Imtech") announces, in connection with its 131 for 1 rights offering ("Rights Offering") of 60,082,154,924 new ordinary shares with a nominal value of 0.01 euro each in the share capital of Royal Imtech (the "Offer Shares") at an issue price of 0.01 euro per Offer Share (the "Issue Price"), the pricing and placement of 681,920,724 Offer Shares which have not been validly subscribed for during the exercise period ("Rump Shares").

Reference is made to the press release issued on 22 October 2014, in which the initial take-up of approximately 51.31% of the Rights Offering and the start of the Rump Offering were announced.

Yesterday and today, the Rump Shares were sold by ING, Rabobank, COMMERZBANK and ABN AMRO (the "Underwriters") by way of private placements in the Netherlands and certain other jurisdictions at 0.01 euro per Rump Share (the "Rump Offering", and together with the Rights Offering, the "Offering"). Since the proceeds for the Rump Shares offered and sold in the Rump Offering does not exceed the aggregate issue price of the Rump Shares, each holder of a Right that was not exercised at the end of the exercise period will not receive any payments.

Allotment of the Rump Shares is expected to take place today. Issuance of, payment for and delivery of the Offer Shares (which, for the avoidance of doubt, includes the Rump Shares) is expected to occur on 27 October 2014. Royal Imtech expects that the Offer Shares will be listed and trading in the Offer Shares will commence on Euronext Amsterdam on 27 October 2014, barring unforeseen circumstances.

Following the Rump Offering, the Underwriters will subscribe for 28,574,480,886 Offer Shares at the Issue Price, pro rata to their respective underwriting commitments and pursuant the Underwriting Agreement, representing 47.19% of Imtech's outstanding and issued share capital post completion of the rights offering. The Underwriters will hold these shares separately and for their own account and are committed to maintaining an orderly market for all shareholders. They have therefore informed Imtech, after closing of the Rump Offering, that they will adhere to a lock-up agreement amongst themselves for a period of 6 months following the close of the transaction with the exception of any off-market block sales of 10% or more of the outstanding and issued share capital post completion of the rights offering.

Given this final take-up of 52.44%, we will use 117 million euro to fund debt purchases at an average weighted price of approximately 79%, as announced on 7 October 2014.

Share consolidation and tick size
Reference is made to the press release issued on 25 September 2014, in which it was announced that the share consolidation will take place after the rights issue. The share consolidation was approved by the extraordinary general meeting of 7 October 2014. Royal Imtech expects to announce the consolidation ratio on 27 October 2014 and expects that as of 28 October 2014 the ordinary shares will trade on a consolidated basis. As also announced in the press release of 25 September 2014, the tick size will be adjusted from 0.0001 euro back to its original size of 0.001 euro as from 1 November 2014.

More information
For more information on the Offering and Royal Imtech, reference is made to the Prospectus dated 8 October 2014. Copies of the Prospectus can be accessed via the website of Royal Imtech at www.imtech.com




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