USG People announces the offering of up to 7,019,994 new ordinary shares

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Algemeen advies 09/03/2010 06:06
Almere, 8 March 2010 - USG People N.V. ("USG People" or the "Company") announces today the launch of a placement of up to 7,019,994 new ordinary shares with a nominal value of EUR 0.50 each (the "Shares").
The Shares will be offered to institutional and other qualified investors in the Netherlands and elsewhere through an accelerated bookbuild offering, on a non-pre-emptive base (the "Offering").

The Offering represents approximately 9.9% of the Company's issued ordinary share capital.

The net proceeds of the Offering will be used to strengthen USG People's financial position. The net proceeds of the Offering will enable USG People to finance acquisitions, and to act swiftly if and when attractive acquisition opportunities that fit USG People's strategy present themselves.

Founder and major shareholder Alex Mulder has pre-committed to participate in the Offering through Amerborgh International NV and Amers Alfa B.V. for such a number of Shares as are required to maintain his current shareholding interest in USG People of 20.02%. Herman van Campenhout, Rob Zandbergen, as well as other members of the executive and senior management of USG People have committed themselves to participate in the Offering.

Comment Herman van Campenhout, CEO of USG People:
"This offering is an important step in the strategy of USG People. It will strengthen our position and provide USG People with funds to effectively respond to opportunities that recovering markets may bring. More in particular it will enable USG People to seize possible opportunities to expand through possible acquisitions."

Comment Rob Zandbergen, CFO of USG People:
"The proceeds of this offering will strengthen USG People's financial structure and provide us with the equity to further effect our strategy."

The Offering
ING and Rabo Securities are acting as Joint Global Coordinators and Joint Bookrunners for the Offering. The issue price and final number of Shares placed in the Offering will be determined by the outcome of an accelerated bookbuild process and will be announced by way of a subsequent press release.

The Offering will be launched immediately following this announcement and the closing of the book is expected tomorrow at 17:30hrs CET, subject to acceleration. The Company and the Joint Global Coordinators have entered into a placement agreement pursuant to which settlement of the Shares is made subject to a number of customary conditions including, amongst others, absence of any material adverse change, no breach of warranties and the Shares being admitted to trading on Euronext Amsterdam by NYSE Euronext. Application will be made for listing and admission to trading of the Shares on Euronext Amsterdam by NYSE Euronext. It is currently expected that payment and settlement will occur three trading days after allocation (which takes place immediately after the closing of the book) on 12 March 2010. The Shares will rank pari passu in all respects with the outstanding ordinary shares.

No prospectus is published in connection with the Offering or the listing and admission to trading of the Shares on Euronext Amsterdam by NYSE Euronext.

On the assumption that the Offering is completed, the Company has undertaken with the Joint Global Coordinators not to issue any additional ordinary shares for a period of 180 days, subject to exceptions customary in offerings of this nature.

Assuming the maximum number of Shares is issued in the Offering, USG People's issued and outstanding share capital will increase to 77,702,427 shares. On 15 May 2009, the issued 5,654,055 ordinary shares issued as stock dividend, were admitted to listing with a view to the exemption of article 5:4(e) Wft. Further details are set out in the press release dated 22 April 2009 and the Company's articles of association, both of which form part of the Company's website www.usgpeople.com



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