4 FOR 1 RIGHTS OFFERING OF 325,005,640 NEW ORDINARY SHARES AT
AN OFFER PRICE OF EUR 0.70 PER NEW ORDINARY SHARE
• EUR 227 million fully underwritten rights offering
• Offer price of EUR 0.70 per new ordinary share
• Offer price represents a discount of approximately 38% to the theoretical ex-rights price
• Grant of 1 transferable subscription entitlement per outstanding ordinary share
• 1 transferable subscription entitlement entitles to 4 new ordinary shares
• Record date on Monday 6 July 2009
• Subscription period from Tuesday 7 July 2009 up to and including Thursday 16 July 2009
• Rump placement on Friday 17 July 2009
• A number of principal shareholders have committed to participate in the rights offering.
Zwolle, Monday 6 July 2009 – Wavin N.V. (“Wavin” or the “Company”) announces a 4 for 1 fully underwritten rights offering of 325,005,640 new ordinary shares with a nominal value of EUR 0.05 each in the share capital
of Wavin (the “Offer Shares”) at an offer price of EUR 0.70 per Offer Share (the “Offer Price”). For this purpose, existing holders of ordinary shares are being granted transferable subscription entitlements (“SETs”) pro rata to
their existing shareholdings. The SETs will entitle the holders thereof, provided they are Eligible Persons (as defined below), to subscribe for the Offer Shares at the Offer Price, subject to applicable securities laws and in
accordance with the terms and subject to the conditions set out in the Prospectus (as defined below) (the “Rights Offering”). The EUR 0.70 Offer Price per Offer Share represents a discount of approximately 38% to
the theoretical ex-rights price (“TERP”) based on the share price of EUR 2.85 after close of business on Friday 3 July 2009. The TERP represents the price at which the shares should theoretically trade following
announcement of the terms of the Rights Offering. The TERP is equal to the market cap of the currently outstanding ordinary shares plus the new ordinary shares raised divided by the number of outstanding ordinary
shares after the closing of the Rights Offering (i.e. a weighted average).
The Offering (as defined below) will raise approximately EUR 227 million (before deducting commissions and other fees and expenses). Wavin intends to use the net proceeds of the Rights Offering to reduce its level of
debt, in line with the strategy to strengthen its capital structure and position the Company for growth in the medium to long term. The Rights Offering forms part of a comprehensive recapitalisation package, also
including a EUR 500 million amended and restated credit facility and a EUR 475 million forward start facility, maturing in April 2013.
A number of our principal shareholders have committed to participate in the Rights Offering through the exercise of SETs granted to them.
ABN AMRO Bank N.V., to be renamed The Royal Bank of Scotland N.V. in due course (“ABN AMRO”), Fortis Bank (Nederland) N.V., trading under the name MeesPierson Corporate Finance & Capital Markets (“MeesPierson”), ING Bank N.V. (“ING”) and Rabo Securities, the equity (linked) investment bank division of
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (“Rabo Securities”), are acting as joint global coordinators and joint bookrunners (the “Global Co-ordinators”) for the Rights Offering and will, subject to customary conditions, fully underwrite the Rights Offering.
Rabo Securities will act as listing agent and ABN AMRO will act as subscription agent with respect to the SETs and the Offer Shares.
KEY FEATURES OF THE RIGHTS OFFERING
The following details are subject to the more detailed terms of the Offering (as defined below) that will be set out in the prospectus, which is expected to be available on Monday, 6 July 2009 (the “Prospectus”).
General Wavin is not taking any action to permit an offering of the SETs or the Offer Shares in any jurisdiction outside of the Netherlands. The SETs and the Offer Shares are being offered only in those jurisdictions in which, and only to those persons to whom, offers and sales of the SETs and of Offer Shares (pursuant to the exercise of SETs) may lawfully be made. Eligible holders of Wavin’s ordinary shares as of the Record Date and
subsequent transferees of the SETs, in each case which are able to give the representations and warranties set out in the Prospectus are “Eligible Persons” with respect to the Rights Offering.
The statutory pre-emptive rights (voorkeursrechten) of Wavin’s shareholders have been excluded with respect to the Offering.
Application has been or will be made to list the Offer Shares on Euronext Amsterdam by NYSE Euronext (“Euronext Amsterdam”).
Record Date
The record date for determining the holders of Wavin’s outstanding ordinary shares whose securities accounts will be credited with SETs is immediately after the close of trading of Wavin’s ordinary shares on Euronext
Amsterdam at 17:40 (CET) on Monday 6 July 2009.
Exercise Period
Eligible Persons holding SETs may subscribe for Offer Shares by exercising their SETs during the period commencing at 09:00 (CET) on Tuesday 7 July 2009 and ending at 15:00 (CET) on Thursday 16 July 2009 (the “Exercise Period”). The last date and/or time before which notification of exercise instructions may be validly given may be earlier, depending on the financial institution through which the SETs are held. Once an Eligible Person holding SETs has exercised its SETs, it may not revoke or modify that exercise, except as
otherwise described in the Prospectus. If an Eligible Person holding SETs has not validly exercised its SETs before the end of the Exercise Period, it will no longer be able to exercise its SETs.
Trading in SETs
Trading in SETs on Euronext Amsterdam is expected to commence at 09:00 (CET) on Tuesday 7 July 2009 and will continue until 13:00 (CET) on Thursday 16 July 2009, barring unforeseen circumstances. The SETs will be admitted to trading under the symbol “WAVRI”. The transfer of SETs will take place through the bookentry systems of Euroclear Nederland, Euroclear and Clearstream Luxembourg. Persons interested in trading or purchasing SETs should be aware that the exercise of SETs by holders who are located in countries other
than the Netherlands, is subject to restrictions as will be described in the Prospectus.
Unexercised SETs and Rump Offering SETs can no longer be exercised after 15:00 (CET) on Thursday 16 July 2009, at which time the Exercise Period ends. After the Exercise Period has ended, the Offer Shares that were issuable upon the exercise of SETs, but have not been subscribed for during the Exercise Period (the “Rump Shares”), will be offered for sale by the Global Co-ordinators by way of private placements to institutional and professional investors in the
Netherlands and certain other jurisdictions (the "Rump Offering"). The Rump Offering and the Rights Offering are hereinafter collectively referred to as the “Offering". Any Rump Shares not sold in the Rump Offering will be
subscribed and paid for at the Offer Price by the Global Co-ordinators, in accordance with the terms and subject to the conditions of the underwriting agreement entered into between the Global Co-ordinators and the
Company. The Rump Offering is expected to commence on Friday 17 July 2009 at 08:00 (CET) and to end no later than 17:30 (CET) on that same day.
Upon the completion of the Rump Offering, if the aggregate proceeds for the Rump Shares offered and sold in the Rump Offering, after deduction of selling expenses (including any value added tax), exceed the aggregate
Offer Price for such Rump Shares (such amount, the “Excess Amount”), this Excess Amount will be paid in the following manner: each holder of a SET that was not exercised at the end of the Exercise Period will be entitled
to receive a part of the Excess Amount in cash proportional to the number of unexercised SETs reflected in such holder’s securities account, but only if that amount exceeds EUR 0.01 per unexercised SET. If Wavin has
announced that an Excess Amount is available for distribution to holders of unexercised SETs and you have not received payment thereof within a reasonable time following the closing of the Rump Offering, you should contact the financial intermediary through which you hold unexercised SETs. The Company cannot guarantee that the Rump Offering will be successfully completed. Should the Rump Offering take place, Wavin, the Global Co-ordinators, the subscription agent or any person procuring subscriptions for Rump Shares will not be responsible for any lack of Excess Amount arising from any placement of the Rump Shares in the Rump Offering.
Timetable
The timetable below lists certain expected key dates related to the Offering.
Event Time and Date Record date
After the close of trading at Euronext Amsterdam,
at 17:40 (CET) on 6 July 2009
Publication date Prospectus 6 July 2009
Ex-SET trading of ordinary shares 09:00 (CET) on 7 July 2009
Start of trading SETs 09:00 (CET) on 7 July 2009
Start of Exercise Period of SETs 09:00 (CET) on 7 July 2009
End of trading SETs 13:00 (CET) on 16 July 2009
End of Exercise Period of SETs 15:00 (CET) on 16 July 2009(1)
Rump Offering (if any)
17 July 2009 08:00 (CET) until 17:30 (CET)
subject to acceleration
Expected allotment date 17 July 2009
Admission to trading of Offer Shares on Euronext Amsterdam 09:00 (CET) on 22 July 2009
Issuance of, payment for and delivery of the Offer Shares 22 July 2009
(1) The last date and/or time before which notification of exercise instructions may be validly given may be earlier than the date and/or
time specified above as the end of the Exercise Period of the SETs, depending on the financial intermediary through which the SETs are
held.
Wavin may adjust the dates, times and periods in the timetable. If Wavin should decide to adjust dates, times or periods, it will notify Euronext N.V. and the Netherlands Authority for the Financial Markets (Autoriteit
Financiële Markten) and inform investors through publication of an advertisement in a Dutch national daily newspaper and in the Daily Official List (Officiële Prijscourant). Any other material alterations will be published
in a press release, in an advertisement in a Dutch national daily newspaper, in the Daily Official List and in a supplement to the Prospectus.
Further information on the Offering
For further details of the Offering, reference is made to the Prospectus in the English language, which is expected to be available as of Monday 6 July 2009. Following publication, Eligible Persons may obtain copies
of the Prospectus free of charge by sending a request in writing or by fax or by email at the Company’s business address: Stationsplein 3, 8011 CW, Zwolle, the Netherlands; fax: +31 38 429 4238; email:
info@wavin.com or to the subscription agent ABN AMRO, Gustav Mahlerlaan 10, 1082 PP, Amsterdam, the
Netherlands; fax: +31 20 628 0004; email: corporate.actions@rbs.com. Alternatively, this Prospectus may be
obtained through the website of Euronext Amsterdam at www.euronext.com (Dutch residents only) and the
website of the Company at www.wavin.com (Eligible Persons only).