Fugro N.V. (AMS: FUR), hereinafter the “Company” or “Fugro”, announces the launch of a capital increase via an accelerated bookbuild offering (the “Offering”) of up to 8,350,000 new depositary receipts (the "New Depositary Receipts") of new ordinary shares (the “New Shares”), representing up to approximately 10% of the Company’s issued share capital.


The Company intends to use the net proceeds of the Offering in the refinancing of its capital structure as announced on 19 February 2020 as well as for general corporate purposes.


The New Shares underlying the New Depositary Receipts will be issued without pre-emptive rights for existing shareholders and the New Depositary Receipts will be offered exclusively to qualified investors in the European Economic Area (“EEA”), in the United States in reliance on an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), to investors in Canada in the Provinces of Ontario, Quebec, Alberta or British Columbia who qualify both as accredited investors and permitted clients under applicable Canadian securities laws and to certain qualified investors in other jurisdictions.


The bookbuilding procedure will commence with immediate effect. The final number of New Depositary Receipts and the issue price will be announced by the Company as soon as possible after closing of the bookbuilding in a subsequent press release which is expected to be published before markets open on Euronext Amsterdam on 20 February 2020, subject to acceleration.


In relation to the Offering, the Company is subject to a market customary lock-up period ending 90 calendar days after the issue date, subject to customary exceptions and waivable by the Joint Global Coordinators (as defined below).


Settlement and admission to listing and trading of the New Depositary Receipts on Euronext Amsterdam are expected to take place on 21 February 2020.


Coöperatieve Rabobank U.A. in cooperation with Kepler Cheuvreux and ING Bank N.V. are acting as Joint Global Coordinators and Joint Bookrunners (the “Joint Global Coordinators”) in the Offering.


Repurchase of convertible bonds
The Company has also announced today that it has launched a repurchase of any and all of its EUR 190 million 4.00% Subordinated Convertible Bonds due 2021 (the "Bond Buyback"). Bondholders that participate in the Bond Buyback may place an order to subscribe for New Depositary Receipts. Bondholders who wish to be allocated New Depositary Receipts in the Equity Placing are invited to approach their usual contacts at the Joint Global Coordinators as soon as practicable today in order to place an order to subscribe for New Depositary Receipts. Any such bondholders are expected to receive preferential allocations in the Offering.

AND

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT
PRESS RELEASE
Leidschendam, the Netherlands, 19 February 2020

Fugro announces the launch of a repurchase of any and all of its EUR 190 million 4.00% Subordinated Convertible Bonds due 2021
Fugro N.V., hereinafter the “Company” or “Fugro”, announces its intention to repurchase any and all of its outstanding subordinated bonds convertible into ordinary shares (the “Shares”) of Fugro due 26 October 2021 issued by the Company on 26 October 2016 (ISIN: XS1508771216) (the “Bonds” and each, a “Bond”) by way of a reverse building process.

The invitation
In order to repurchase the Bonds, the Company will conduct a reverse bookbuilding process and invite holders of the Bonds (the “Bondholders”) to offer to sell any and all of their Bonds to the Company for cash (the “Invitation”). The Invitation is expected to close at 5.30pm CET on 20 February 2020, subject to the right of the Company, in its sole discretion, to extend, re-open, amend or terminate the Invitation at any time prior to announcement of the final aggregate principal amount of the Bonds accepted for repurchase pursuant to the Invitation.

The results of the Invitation and the final Repurchase Price (as defined below) will be announced by the Company as soon as possible after the end of the Invitation period in a subsequent press release.

The Invitation is targeted at Bondholders that are not U.S. persons (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended) or persons located or resident in the United States of America (the “United States”) or persons acting for the account or benefit of such persons and who are willing to sell their Bonds to the Company (such Bondholders being the “Eligible Bondholders”). The Company shall be under no obligation to accept any Bonds offered by Eligible Bondholders.

Eligible Bondholders whose Bonds are accepted for purchase by the Company pursuant to the Invitation will receive an amount in cash equal to EUR 102,000 per EUR 100,000 in principal amount of the Bonds (the “Repurchase Price”). In addition, the Company will pay, in respect of Bonds purchased pursuant to the Invitation, a cash amount representing interest accrued but unpaid on the Bonds from, and including, 26 October 2019 (being the last interest payment date for the Bonds prior to the Invitation) to, but excluding, the Settlement Date (as defined below).

Eligible Bondholders wishing to offer their Bonds for purchase in connection with the Invitation must do so in accordance with the procedures set out in the invitation term sheet that has been prepared by the Company in connection with the Invitation (the “Invitation Term Sheet”). The Invitation Term Sheet will be made available to Eligible Bondholders, at their request, by BNP Paribas who is acting as sole dealer manager in respect of the Invitation (the “Dealer Manager”).

The settlement of the Invitation is expected to take place on or around 6 March 2020 (the “Settlement Date”), subject to the New Financing Condition (as defined below). Any Bonds repurchased by the Company in connection with the Invitation will be cancelled in accordance with the terms and conditions of the Bonds.