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De Bilt, 24 May 2012 - Press release: Grontmij N.V. ("Grontmij" or the "Company") announces in connection with its 2 for 1 rights offering (the "Rights Offering") of 42,645,000 new bearer depositary receipts for ordinary shares in its capital with a nominal value of €0.25 each (the "Offer BDRs") at an issue price of €1.87 per Offer BDR (the "Issue Price"), the pricing and placement of the Offer BDRs that were issuable upon the exercise of the transferable subscription entitlements (the "Rights") but that were not validly subscribed for during the exercise period ("Rump BDRs").
Reference is made to the press release that was issued earlier today regarding the take-up of the Rights Offering of approximately 92% and the announcement of the offering for sale of the Rump BDRs by ING Bank N.V. ("ING") and Nordea Bank Danmark A/S ("Nordea", together with ING the "Joint Global Coordinators") by way of a private placement to institutional investors in the Netherlands and certain other jurisdictions (the "Rump Offering").
Grontmij has been informed by the Joint Global Coordinators that in the Rump Offering 3,491,056 Rump BDRs were sold at €2.33 per Rump BDR.
Since the aggregate proceeds for the Rump BDRs offered and sold in the Rump Offering, after deduction of selling expenses (including any non-recoverable value added tax), exceed the total Issue Price for such Rump BDRs (such amount, the "Excess Amount"), each holder of a Right 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 Rights reflected in each such holder's securities account amounting to €0.92 per unexercised Right (the "Unexercised Rights Payment"). Reference is made to the prospectus made generally available in the Netherlands as of 10 May 2012 (the "Prospectus") for more information. Copies of the Prospectus may be obtained at no cost through the website of the Company (www.grontmij.com (http://www.grontmij.com/investorrelations/rights-offering/Pages/information-rights-offering.aspx)) or of the Dutch Authority for the Financial Markets (www.afm.nl (http://www.afm.nl)).
The Unexercised Rights Payments will be distributed to the holders of unexercised Rights as soon as practicable following the closing of the Rump Offering and will be credited to those holders through the book-entry systems of Euroclear Nederland (Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V.). Payments will be made in Euros only, without interest and following the withholding of any applicable taxes. If one has not received payment of the Unexercised Rights Payment within a reasonable time following the closing of the Rump Offering, one should contact the financial intermediary through which the unexercised Rights are held.
Allotment of the Offer BDRs has been finalised today. Issuance of, payment for and delivery of the Offer BDRs are expected to occur on 29 May 2012. Grontmij expects that the Offer BDRs will be listed, and that trading in the Offer BDRs will commence, on NYSE Euronext in Amsterdam at 09:00 CET on or about 29 May 2012, barring unforeseen circumstances.
For more information please contact:
Grontmij N.V., Frits Vervoort, CFO, T +31 30 220 72 01
Grontmij N.V., Michele Negen, Investor Relations Manager, T +31 30 220 78 31
www.grontmij.com (http://www.grontmij.com)
Note to editors
Grontmij is the third largest engineering consultancy in Europe with nearly 9,000 professionals. At the heart of our business is the sustainability by design principle. It is a leading value proposition for our customers delivered by four business lines: Planning & Design, Transportation & Mobility, Water & Energy, Monitoring & Testing.
Disclaimer
These materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities of Grontmij (such securities, the "Securities") in the United States, Canada, Australia, Japan or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.
The Securities are not and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") and will also not be registered with any authority competent with respect to securities in any state or other jurisdiction of the United States of America. The Securities may not be offered or sold in the United States of America without either registration of the securities or an exemption from registration under the US Securities Act being applicable. The Company has registered no part of the offering of the Securities in the United States of America or any other jurisdiction, nor has it the intention to do so. The Company has no intention to make a public offering of Securities in the United States.
The Company has not authorised any offer to the public of Securities in any Member State of the European Economic Area other than the Netherlands. With respect to any Member State of the European Economic Area, other than the Netherlands, and which has implemented the Prospectus Directive (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (ii) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.
No action has been taken by the Company that would permit an offer of Securities or the possession or distribution of these materials or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required.
The release, publication or distribution of these materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.
An offer to acquire Securities pursuant to the Rights Offering will be made, and any investor should make his investment, solely on the basis of information that is contained in the Prospectus. Copies of the Prospectus may be obtained at no cost through the website of the Company (www.grontmij.com (http://www.grontmij.com/investorrelations/rights-offering/Pages/information-rights-offering.aspx)) or of the Dutch Authority for the Financial Markets (www.afm.nl (http://www.afm.nl)).
ING and Nordea act exclusively for the Company and no-one else in connection with any offering of Securities and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of ING and Nordea or for providing advice in relation to any offering or any transaction or arrangement referred to herein.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: GRONTMIJ N.V. via Thomson Reuters ONE
