11 for 13 rights offering of up to 92,960,719 new certificates representing ordinary shares at an issue price of EUR 2.12 per certificate[1]

Following the adoption of resolutions by the extraordinary general meeting of shareholders on 30 November 2020, Fugro N.V. (“Fugro” or the “Company”) announces the terms of its EUR 197.1 million rights issue, which was first announced on 19 October 2020 as part of Fugro’s comprehensive refinancing.

11 for 13 rights issue of up to 92,960,719 new certificates (the “Offer Certificates”) representing ordinary shares in the capital of Fugro (the “Ordinary Shares”) at an issue price of EUR 2.12 per Offer Certificate (the “Issue Price”) (the “Rights Offering”), leading to EUR 197.1 million gross proceeds in combination with the Share Subscription Offering (as defined below). The Rights Offering and Share Subscription Offering combined are hereinafter referred to as the “Rights Issue”.
The Issue Price represents a discount of 39.7% to the theoretical ex-rights price (”TERP”), based on the closing price of EUR 4.694 per Fugro certificate representing an Ordinary Share (“Certificate”) on Euronext Amsterdam on 30 November 2020 and taking into account the new Certificates that were issued to the cornerstone investors under the Cornerstone Placement (as defined below) on 30 November 2020.
The record date for allocation of transferable subscription rights for Offer Certificates (“Rights”) is set at 3 December 2020 at 17:40 CET (the “Record Date”). Each Certificate held on the Record Date will entitle its holder to one (1) Right. The Rights are expected to be credited to the accounts of holders of Certificates (“Holders of Certificates”) at 9:00 CET on 2 December 2020.
Holders of Rights wishing to subscribe for new Offer Certificates must exercise their Rights during the period from 9:00 CET on 2 December 2020 through 10:00 CET (12:00 CET for financial intermediaries) on 10 December 2020 (the "Exercise Period")[2].
Although the Record Date for determining the Holder of Certificates who will receive Rights (subject to applicable securities laws) is at a later date than the start of the Exercise Period, it is expected that Rights granted to existing Holders of Certificates will be reflected in the securities account of the relevant holder already on 2 December 2020 and that, as a result, these Rights can be exercised already on the first day of the Exercise Period.
Trading in the Rights is expected to commence at 9:00 CET on 2 December 2020 and will continue until 17:40 CET on 9 December 2020.
A rump offering is expected to commence no later than after close of business on 10 December 2020 and to end no later than 9:00 CET on 11 December 2020.
A number of cornerstone investors have irrevocably committed to take up their Rights under the Rights Offering in full, which means that they have committed EUR 59.8 million to the Rights Offering (in addition to their combined EUR 53.3 million Cornerstone Placement (as defined below).
The balance of the Rights Issue (EUR 137.3 million) is underwritten, subject to customary conditions, by a syndicate of banks led by Barclays, ING and Rabobank (in cooperation with its partner Kepler Cheuvreux) acting as Joint Global Coordinators and Joint Bookrunners, as well as ABN AMRO, BNP Paribas, Credit Suisse and HSBC, acting as Joint Bookrunners (altogether the “Underwriters”). ABN AMRO will act as the Subscription, Paying and Listing Agent for the Rights Issue.

Mark Heine, CEO, comments: “After obtaining approval from our shareholders yesterday, today we are launching the rights issue, with the aim of having our refinancing finalised before year-end. This will provide us with increased financial flexibility to deliver on our Path to Profitable Growth strategy. To enable our refinancing in light of today’s market environment, we need to strengthen our balance sheet by issuing new equity. This is supported by a substantial cornerstone commitment from a number of top tier investors. Our shareholders can participate in the rights issue by exercising their rights between 9:00 CET on 2 December and 10:00 CET on 10 December.

Fugro is transitioning towards being the world’s leading Geo-data specialist in the areas of sustainable energy, infrastructure and water. In that capacity, we provide our clients with essential insights and services to help them design, build and maintain their assets safely and sustainably. Population growth and urbanisation in combination with the need for carbon dioxide reductions are driving increased spending on renewable power and electricity networks, subsea cables, coastal defense, hydrography and freshwater projects. This creates ample opportunities for Fugro across the world. With our leading market positions, versatile asset base, specialist workforce, innovative digital solutions and resilient operating model, we are well positioned to benefit from these opportunities. Fugro already plays an important role in the energy transition with innovative services for the development of offshore windfarms, and mapping solutions to protect coast lines in light of rising sea levels. In the third quarter of 2020, already two-thirds of our revenue was generated in non-oil and gas related activities.”