With reference to today’s announcement regarding the take up of 91.9% of new certificates ("Offer Certificates") representing ordinary shares in the capital of Fugro N.V. ("Fugro" or the "Company") offered in the rights offering (the "Rights Offering") and the subsequent offering of the Rump Certificates (as defined below) (the “Rump Offering”), the Company announces that, after market close today, 7,533,993 Rump Certificates were sold by way of private placements to eligible institutional and professional investors in the Netherlands and certain other eligible jurisdictions at a price of EUR 3.95 per Rump Certificate.


The 7,533,993 Rump Certificates consist of (i) Offer Certificates that were issuable upon the exercise of rights but that were not validly subscribed for during the “Exercise Period” that ended today, 10 December at 10:00 CET (or 12:00 CET for intermediaries), (ii) certificates representing Offer Shares[1] not validly subscribed for during the Share Subscription Offering[2] and (iii) certificates representing Offer Shares that Registered Shareholders[3] could have subscribed for had they not been excluded from the Share Subscription Offering.


Excess Amount
The aggregate proceeds for the Rump Certificates sold in the Rump Offering exceeded the aggregate issue price for such Rump Certificates by EUR 1.83 per Rump Certificate (the “Excess Amount”). As the Excess Amount divided by the total number of unexercised rights in the Rights Issue is more than EUR 0.01, each holder of a transferable subscription right for an Offer Certificate (“Right”) that was not exercised at the end of the Exercise Period, each Registered Shareholder that did not validly participate in the Share Subscription Offering and each Registered Shareholder who could have subscribed for Offer Shares had they not been excluded from the Share Subscription Offering will be entitled to receive c. EUR 1.55 for each unexercised Right, unexercised non-transferable right or entitlement, as applicable (the "Unexercised Rights Payment").

The Unexercised Rights Payments will be distributed as soon as practicable after the settlement date for the Rights Issue on 14 December 2020 and will be credited to the relevant holders of Rights through the facilities of Euroclear Nederland or directly to Registered Shareholders that did not validly participate or were excluded from participating in the Share Subscription Offering, as applicable. Unexercised Rights Payments will be made in euro only without interest and after withholding of any applicable taxes.

Fugro expects that the Certificates to be issued in connection with the Rights Issue will be listed and admitted to trading on Euronext Amsterdam at 09:00 CET on or about 14 December 2020, barring unforeseen circumstances.

Barclays, ING and Rabobank (in cooperation with its partner Kepler Cheuvreux) are acting as Joint Global Coordinators and Joint Bookrunners (the “Joint Global Coordinators”), as well as ABN AMRO, BNP Paribas, Credit Suisse and HSBC, acting as Joint Bookrunners (altogether the “Underwriters”) for the Rights Issue.

Following the successful completion of the Rump Offering and as mentioned in Fugro’s press release of 1 December 2020, the new EUR 225 million revolving credit facility will be increased with an additional EUR 25 million effective from the first business day following settlement of the Rights Issue.


201210 Fugro press release - Fugro announces the completion of the Rump Offering.pdf
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