Fugro ,Q3 2016 trading update:
Mid-single digit EBIT margin and good cash flow in continued difficult oil & gas market circumstances.
Please note:
The publication of this Q3 2016 trading update, originally planned for 31 October, has been brought forward to support the launch of a convertible bond (reference is made to separate press release), providing the market with full disclosure on ongoing trading conditions.

Q3 2016 trading update:
Mid-single digit EBIT margin and good cash flow in continued difficult oil & gas market circumstances

- Mid-single digit EBIT margin achieved in challenging oil & gas market.
- Year-on-year revenue decline of 22.4% or 20.4% on a currency comparable basis.
- Good cash flow from operating activities after investments, reducing net debt by EUR 42 million in the quarter to EUR 425 million.
- Cost reductions well ahead of schedule.
- Fugro launches a subordinated convertible bond of approximately EUR 150 million with an increase option of up to EUR 40 million. The proceeds are expected to be used for early repayment of part of the United States Private Placement notes (USPP), resulting in reduced interest expense, additional headroom under the financial covenants and increased financial flexibility.
- Net debt/EBITDA of 1.8 compared to covenant requirement of below 3.0. Pro forma net debt/EBITDA of 1.2 including the assumed proceeds of EUR 150 million from the convertible bond.
- Backlog for the next 12 months decreased by 19.8% on a currency comparable basis compared to a year ago. Backlog was flat (+ 0.7%) compared to the previous quarter.
- Outlook for 2016 reconfirmed: positive cash flow from operating activities after investments, further reduction of cost base and negative low single digit EBIT margin (excluding exceptional items) although somewhat better than previously expected.

Paul van Riel, CEO: “Fugro is coping with the tough oil and gas market conditions by focusing on market share, utilisation levels and continuous adjustment of cost base and capacity. As a result, we are generating good cash flow. EBIT margin in the quarter was supported by a solid performance in our renewables and building and infrastructure business.

We are also making good progress with the implementation of our strategic roadmap. We are building a truly customer centric and more efficient organisation by combining our services into integrated value propositions for our customers. To achieve this we are regrouping our geotechnical, survey and subsea activities into site characterisation and asset integrity business lines within two divisions: Marine and Land.”

AND
Fugro NV (“Fugro”), the world’s leading, independent provider of geo-intelligence and asset integrity solutions for large constructions, infrastructure and natural resources, announces today an offer (the “Offering") of approximately EUR 150 million subordinated unsecured convertible bonds due 2021 (the “Bonds"), with an increase option of up to EUR 40 million.

The proceeds are expected to be used for early repayment of part of the United States Private Placement notes (USPP), resulting in reduced interest expense, additional headroom under the financial covenants and increased financial flexibility. The related bond amount and interest costs will be excluded from the covenant ratios.

The Bonds will be convertible into certificates (certificaten van aandelen) representing ordinary shares in the capital of Fugro (the “Certificates”). In case of an insolvency event, any claims of holders of the Bonds against Fugro will be subordinated to claims of certain of Fugro’s senior creditors. In addition, there will be restrictions on certain payments under the Bonds if there is a default in respect of claims of certain senior creditors.

The Bonds are expected to carry a coupon in the range of 3.75% to 4.25% per annum, payable semi-annually in arrear in equal instalments on 26 April and 26 October in each year, and a conversion premium of 25.0% to 32.5% over the volume weighted average price of the Certificates quoted on Euronext Amsterdam between opening of trading today and pricing.

The Bonds will be issued at 100% of their principal amount. Unless previously redeemed, converted or purchased and cancelled, the Bonds will be redeemed at their principal amount on or around 26 October 2021. Upon exercise of their conversion rights, holders will receive Certificates, as determined by the then prevailing conversion price. The Company will have the option to convert all but not some of the outstanding Bonds into Certificates at the then prevailing conversion price at any time from 18 November 2019, if the value of the Certificates underlying a Bond exceeds EUR 150,000 for a specified period of time.

The Bonds are expected to be issued on 26 October 2016 (the “Issue Date”). Application is expected to be made for the Bonds to be admitted to trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange no later than 30 days after the Issue Date.

The final terms of the Bonds are expected to be announced later today.

HSBC is acting as Sole Global Coordinator and Sole Bookrunner on the Offering. ABN AMRO is acting as Co-manager.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY APPLICABLE LAW.

tijd 09.02
Fugro EUR 14,98 -1,12 vol. 255.000

Fugro successfully places EUR 190 million subordinated convertible bonds

Fugro N.V. (“Fugro”), the world’s leading, independent provider of geo-intelligence and asset integrity solutions for large constructions, infrastructure and natural resources, announces today the successful pricing of its offering (the "Offering") of EUR 190 million subordinated unsecured convertible bonds due 2021 (the "Bonds").

The proceeds are expected to be used for early repayment of part of the United States Private Placement notes (USPP), resulting in reduced interest expense, additional headroom under the financial covenants and increased financial flexibility. The related bond amount and interest costs will be excluded from the covenant ratios.

The Bonds will be convertible into certificates (certificaten van aandelen) representing ordinary shares in the capital of Fugro (the “Certificates”). In case of an insolvency event, any claims of holders of the Bonds against Fugro will be subordinated to claims of certain of Fugro’s senior creditors. In addition, there will be restrictions on certain payments under the Bonds if there is a defaultin respect of claims of certain senior creditors.

The Bonds will carry a coupon of 4.0% per annum, payable semi-annually in arrear in equal instalments on 26 April and 26 October in each year, and an initial conversion price of EUR 19.4416 representing a premium of 30% over the volume weighted average price of the Certificates quoted on Euronext Amsterdam between opening of trading today and pricing.

The Bonds will be issued at 100% of their principal amount. Unless previously redeemed, converted or purchased and cancelled, the Bonds will be redeemed at their principal amount on or around 26 October 2021. Upon exercise of their conversion rights, holders will receive Certificates, as determined by the then prevailing conversion price. The Company will have the option to convert all but not some of the outstanding Bonds into Certificates at the then prevailing conversion price at any time from 18 November 2019, if the value of the Certificates underlying a Bond exceeds EUR 150,000 for a specified period of time.

The Certificates underlying the Bonds correspond to approximately 11.5% of the Company’s issued share capital. Fugro may decide to use part of its treasury shares to service any conversion rights above the authorised 10% of issued share capital, as approved by the annual general meeting on 29thApril 2016.

The Bonds are expected to be issued on 26 October 2016 (the “Issue Date”). Application is expected to be made for the Bonds to be admitted to trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange no later than 30 days after the Issue Date.

HSBC acted as Sole Global Coordinator and Sole Bookrunner on the Offering. ABN AMRO acted as the Co-manager.

Fugro gesloten op EUR 15,55 -54,5ct vol. 3.814.618