Fugro N.V. (AMS: FUR), hereinafter the “Company” or “Fugro”, announces that it has successfully placed 8,350,000 new depositary receipts (the "New Depositary Receipts") of new ordinary shares (the “New Shares”), at an issue price of EUR 9.80 per New Depositary Receipt through an accelerated bookbuild offering (the “Offering”). The issue price represents a discount of 3.9% to the last closing price prior to start of the Offering, thereby raising approximately EUR 82 million.

The Offering consisted of New Depositary Receipts of New Shares, representing 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.

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.

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Fugro announces the results of the repurchase of its EUR 190 million 4.00% Subordinated Convertible Bonds due 2021

Further to the announcement made on 19 February 2020, Fugro N.V., hereinafter the “Company” or “Fugro”, announces the results of the invitation to the holders of its outstanding subordinated bonds (the “Bondholders”) 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”) to offer to sell their Bonds by way of a bookbuilding process (the “Invitation”).

The Invitation was 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 were willing to sell their Bonds to the Company (such Bondholders being the “Eligible Bondholders”).

The Invitation was made on the terms and subject to the conditions set out in the invitation term sheet prepared by the Company in connection with the Invitation (the “Invitation Term Sheet”) and which was 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”).

Following the bookbuilding process, the Company has decided to accept for repurchase Bonds validly offered for sale in an aggregate principal amount of EUR 161,500,000, which represents 85% of the outstanding aggregate principal amount of the Bonds.

The purchase price for the Bonds validly offered for sale and accepted for purchase by the Company was fixed at EUR 102,000 per EUR 100,000 in principal amount of such Bonds (the “Repurchase Price”). In addition, the Company will pay, in respect of Bonds accepted for purchase, 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).

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). The Bonds repurchased by the Company will be cancelled in accordance with their terms and conditions.

The repurchase of the tendered Bonds remains subject to conditions set out in the Invitation Term Sheet. As indicated in the Invitation Term Sheet and in the launch press release of 19 February 2020, the Company is also considering a potential issuance of EUR 500-550 million 5-year senior secured notes (the “Senior Secured Notes”). The Company has had sounding discussions with a select number of investors and, subject to market conditions, expects to announce further details about the Senior Secured Notes imminently. The purchase of any Bonds by the Company pursuant to the Invitation is subject to, without limitation, the completion (in the sole determination of the Company) of the issuance of the Senior Secured Notes on terms acceptable to the Company (the “New Financing Condition”). The Company is entitled to amend or waive the New Financing Condition at its sole and absolute discretion.

Once the Bonds purchased under the terms of the Invitation have been cancelled, it is expected that 15 per cent. or less of the originally issued Bonds will be outstanding. The Company, pursuant to the terms and conditions of the Bonds, therefore reserves the right to redeem in whole (but not in part) all of the remaining Bonds that have not been purchased pursuant to the Invitation, at their principal amount together with any interest accrued up to the redemption date.