Achtergestelde ongezekerde converteerbare obligaties

REGULATION S ONLY:

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

DISCLAIMER

THIS DOCUMENT IS BEING PREPARED BY THE ISSUER AND SUPPLIED SOLELY FOR INFORMATION PURPOSES AND MAY NOT BE REPRODUCED, REDISTRIBUTED OR PASSED ON DIRECTLY OR INDIRECTLY TO ANY OTHER PERSON OR PUBLISHED IN WHOLE OR IN PART FOR ANY PURPOSE. NEITHER THIS DOCUMENT NOR ANY COPY OF IT MAY BE TAKEN OR TRANSMITTED INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA. THE DISTRIBUTION OF THIS DOCUMENT IN OTHER JURISDICTION MAY BE RESTRICTED BY LAW AND PERSONS WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. BY ACCEPTING THIS DOCUMENT POTENTIAL INVESTORS AGREE TO BE BOUND BY THE FOREGOING INSTRUCTIONS.

THIS DOCUMENT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR SALE OR SUBSCRIPTION OF OR SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES NOR SHALL IT OR ANY PART OF IT FORM THE BASIS OF OR BE RELIED ON OR IN CONNECTION WITH ANY COMMITMENT WHATSOEVER. INVESTORS SHOULD NOT SUBSCRIBE FOR ANY BONDS REFERRED TO HEREIN EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE FINAL VERSION OF THE TERMS AND CONDITIONS OF THE BONDS WHEN AVAILABLE. EACH PERSON RECEIVING THIS DOCUMENT SHOULD CONSULT HIS/HER PROFESSIONAL ADVISERS TO ASCERTAIN THE SUITABILITY OF THE BONDS AS AN INVESTMENT. THE ISSUER (AS DEFINED HEREIN) DOES NOT MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE BONDS FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE BONDS OR (III) THE FUTURE PERFORMANCE OF THE BONDS, EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.

THIS DOCUMENT IS ONLY A SUMMARY OF THE TERMS & CONDITONS OF THE BONDS (THE "CONDITIONS"). CAPITALISED TERMS HAVE THE MEANING GIVEN TO THEM IN CONDITONS. PLEASE REFER TO THE CONDITIONS FOR MORE INFOMATION.

 

KEY CHARACTERISTICS OF ROYAL BAM GROUP’S EUR 125 MILLION SUBORDINATED UNSECURED CONVERTIBLE BONDS DUE 2021

 

1. General

Issuer: Koninklijke BAM Groep N.V. (the “Issuer”)
Rating of the Issuer: The Issuer is not rated
Bonds:

Subordinated unsecured bonds due 2021 convertible into Shares (the “Bonds”)
(ISIN: XS1431302741; Bloomberg: BAMNB 3½06/13/21 CORP)

Rating of the Bonds: The Bonds are not rated
Underlying Shares:

Ordinary shares of the Issuer (the “Shares”)
(ISIN NL0000337319, Bloomberg: BAMNB NA; Reuters: BAMN.AS)

 

2. Status and Subordination

Status of the Bonds: The Bonds constitute unsecured and subordinated obligations of the Issuer ranking pari passu amongst themselves
Subordination: On the occurrence of an Insolvency Event in respect of the Issuer, the claims of Bondholders against the Issuer in respect of the Bonds shall be subordinated to all senior payment obligations

 

3. Issuance

Issue Size: EUR 125 million
Issue Date: 13 June 2016
Denomination: EUR 100,000 (the “Principal Amount”)
Issue Price: 100% of the Principal Amount
Use of Proceeds: Repayment of the Issuer’s existing subordinated loan facility and general corporate purposes

 

4. Pricing

Coupon: 3.50% per annum, payable semi-annually in arrear on 13 June and 13 December, commencing on 13 December 2016
Reference Share Price: EUR 3.9430
Initial Conversion Premium: 32.50% above the Reference Share Price
Initial Conversion Price: EUR 5.2245, subject to customary adjustments
Adjusted Conversion Price: EUR 5.1291, subject to customary adjustments
Effective date of Adjusted Conversion Price: 10 May 2017

 

5. Redemption

Maturity Date: 13 June 2021 (5 years) 
Redemption Price: 100% of the Principal Amount
Issuer Call: For all outstanding Bonds, at any time from 28 June 2019 (3rd anniversary of the Issue Date + 15 days), at their Principal Amount plus accrued interest, if the value of the Shares underlying a Bond on at least 20 trading days in any period of 30 consecutive trading days ending not earlier than the fifth trading day prior to the date on which the relevant notice of redemption is given to Bondholders exceeds EUR 130,000
Clean-up Call: For all outstanding Bonds, at any time, at their Principal Amount plus accrued interest, if less than 15% of the Bonds issued remain outstanding
Investor Put: None, except in the event of Change of Control at their Principal Amount plus accrued interest

 

6. Conversion

Conversion Right: Unless previously redeemed, or purchased and cancelled, each Bond is convertible into Shares at the option of the Bondholder during the Conversion Period
Conversion Period: The Conversion Right may be exercised at the option of the Bondholders from 24 July 2016 until the close of business on the day falling seven Conversion Business Days prior to the Maturity Date, or in the event of early redemption at the option of the Issuer, until the close of business on the day falling seven Conversion Business Days before the date fixed for redemption
Change of Control Protection: If a Change of Control occurs, Bondholders will, for a period of 60 days following the Change of Control, have the right to convert the Bonds at the Change of Control Conversion Price
Anti-dilution Protection: Standard anti-dilution clauses, including inter alia, share consolidations, share splits, capital distributions, right issues and bonus issues
Dividend Protection: The Conversion Price will be adjusted in full for any dividend and dividend in kind in respect of the Shares

 

7. Negative Pledge and Events of Default

Negative Pledge: Yes, for subordinated capital markets indebtedness other than Project Debt in respect of the Issuer and its Material Group Members
Events of Default: Standard market events of default, including inter alia cross-acceleration in respect of the Issuer and any Material Group Member in respect of Financial Indebtedness (excluding Project Debt) with a cross acceleration threshold

 

8. Miscellaneous

Governing Law / Jurisdiction: Dutch law / Dutch courts
Listing of the Bonds: The Bonds are trading on the Open Market (Freiverkehr) segment of the Frankfurter Stock Exchange
Selling Restrictions:
  • Regulation S only, Category 1, no Rule 144A, TEFRA Rules do not apply
  • No offers or sales in or into the United States, or to investors in Australia, Canada, Japan or South Africa
  • No offers or sales in the European Economic Area other than to qualified investors, as defined in Directive 2003/71/EC, as amended (the “Prospectus Directive”)
  • Standard selling restrictions apply elsewhere, including the UK

 

9. Joint Bookrunners, Trustee and Agents

Global Coordinators: Société Générale Corporate & Investment Banking and UBS Investment Bank
Joint Bookrunners: Société Générale Corporate & Investment Banking, UBS Investment Bank, ABN AMRO Bank N.V. and ING Bank N.V.
Trustee: Stichting Trustee KBNV
Paying, Transfer and Conversion Agent: Société Générale Bank and Trust S.A
Calculation Agent: Conv-Ex Advisors Limited