Offerings of shares to finance the acquisition of HBG

2 December 2002 13:17 - Royal BAM Group nv
  • Offering of up to 3,000,000 new ordinary shares
  • Offering of up to 7,857,143 convertible preferred depositary receipts
  • Offering of up to 1,666,667 non-convertible preferred depositary receipts
  • Offerings of above-mentioned preferred depositary receipts in the amount of EUR 200 million guaranteed by ING Bank and Rabobank
  • Eligible shareholders have the opportunity to receive preferential allocation on the offerings of new ordinary shares and convertible preferred depositary receipts

Not for distribution in the USA, Canada or United Kingdom

Koninklijke BAM Groep nv (Royal BAM Group) announces, with reference to the preliminary prospectus dated Monday 2 December 2002, that the subscription period for the offerings of new ordinary shares, convertible preferred depositary receipts and non-convertible preferred depositary receipts will open on Tuesday 3 December 2002. It is expected that the subscription period will end on Tuesday 10 December 2002 at 15.30 hrs. Eligible shareholders have the opportunity to receive preferential allocation on the offerings of new ordinary shares and convertible preferred depositary receipts.

The offering

With reference to the preliminary prospectus dated Monday 2 December 2002, Royal BAM Group offers up to 3,000,000 new ordinary shares, up to 7,857,143 convertible preferred depositary receipts at an issue price of EUR 21 and up to 1,666,667 non-convertible preferred depositary receipts against an issue price of EUR 21. ING Investment Banking has been granted an option to demand from Royal BAM the issuance of up to 450,000 additional ordinary shares.

For the convertible preferred depositary receipts and non-convertible depositary receipts the dividend has been set at 465 basis points and 495 basis points respectively, above the mathematical average of the effective return on Dutch government bonds with a remaining maturity of 7-8 years as determined by the Central Bureau of Statistics and published in the Official Daily List of Euronext Amsterdam over the five days before the issuance thereof.

Current shareholders of Royal BAM Group, to whom new ordinary shares and convertible preferred depositary receipts may lawfully and without additional filings or other procedures, be offered and sold, have for each share held by them after the close of trade on Monday 2 December 2002 received 3 Preferential Entitlements to Share Allocation (each a 'PESA') and 8 Preferential Entitlements to Allocation of Convertible Preferred Depositary Receipts (each a 'PECA').

The PESAs and the PECAs cannot be traded and shall expire worthless after the close of the exercise period for the PESAs and PECAs, expected to be on Monday 9 December 2002. As of Tuesday 3 December 2002, the ordinary shares Royal BAM Group will trade ex-PESA and ex-PECA.

Each multiple of 10 PESAs entitle the holder, if eligible, to be preferentially allocated 1 new ordinary share against payment of the final issue price and each multiple of 10 PECAs entitle the holder, if eligible, to be preferentially allocated 1 convertible preferred depositary receipt against payment of EUR 21. PESAs and/or PECAs can only be exercised in multiples of 10. There are no rights attached to holdings of less than 10 PESAs or PECAs.

The offering comprises a public offering of ordinary shares, convertible preferred depositary receipts and non-convertible depositary receipts in The Netherlands only and a private offering of shares to institutional investors elsewhere. Application has been made to list the new ordinary shares, the convertible preferred depositary receipts and the non-convertible depositary receipts on the official segment of the stock market of Euronext Amsterdam.

ING Investment Banking acts as Leadmanager and Sole Bookrunner on the offerings. The syndicate for the new ordinary shares furthermore consists of ABN Amro Rothschild and Rabo Securities as Joint-Lead Manager and Dexia Securities as Co-Lead Manager. The syndicate for the convertible preferred depositary receipts furthermore consists of Rabobank International as Joint-Lead Manager and ABN Amro Rothschild and Dexia Securities as Senior Selling Group Members.

Timetable

  • Record date for preferential allocation: 2 December 2002 at 17.40hrs
  • Subscription period commences: 3 December 2002
  • Latest time to exercise PESAs and/or PECAs: 9 December 2002 at 15.30hrs
  • Latest time for regular subscription: 10 December 2002 at 15.30hrs
  • Determination of issue price ordinary shares: 10 December 2002 after 15.30 hrs
  • Allocation: 11 December 2002
  • Admission to official listing: 16 December 2002
  • Delivery and payment: 16 December 2002

Use of proceeds

The use of proceeds from the offerings will be used to repay the syndicated bridge facility, which was incurred to finance the acquisition of HBG. The proceeds from the issues of preferred depositary receipts, together EUR 200 million, have been guaranteed by ING Bank and Rabobank.

Additional information

For additional information concerning the combined offerings, please refer to the preliminary prospectus in the English language dated Monday 2 December 2002. Copies of the preliminary prospectus can be obtained free of charge via Royal BAM Group, Runnenburg 9, 3981 AZ Bunnik (telephone +31 30 659 8386; fax +31 30 659 8218) and via ING Investment Banking, Foppingadreef 7, 1102 BD Amsterdam (telephone +31 20 563 8523; fax + 31 20 563 8543). Furthermore, the preliminary prospectus will be available on the Internet web page www.euronext.com.

Semi annual results 2002 HBG

On 14 November 2002 Royal BAM Group announced the preliminary 2002 semi-annual net result of HBG of EUR 14.8 million, as prepared by HBG. Subsequently, this amount was finally set on EUR 5.8 million. Of this reduction is EUR 6 million related to claims of repair in Germany and EUR 3 million to the tax position in the United States. The provisions determined by Royal BAM Group in relation to the acquisition of HBG of approximately EUR 170 million have been reduced by EUR 9 million as a consequence. These changes will have no impact on the calculation of goodwill in relation to the acquisition of HBG or the earnings per share of Royal BAM Group. Royal BAM Group confirms its earlier expectation that the earnings per share as a result of the acquisition of HBG and the financing thereof will result in a direct enhancement of Royal BAM Group’s earnings per share, before and after goodwill.

Bunnik, 2 December 2002
Executive Board Royal BAM Group

For further information:

J. Ruis, tel.: +31 30 659 8365, e-mail: j.ruis@bamgroep.nl

This is not an offer of securities for sale in the United States. The securities are not being registered under the US Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States or to or for the account of benefit of US persons (as such terms are defined in Regulation S under the Securities Act) unless registered under the Securities Act or pursuant to an exemption from such registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from Koninklijke BAM Groep and that will contain detailed information about Koninklijke BAM Groep and its management, as well as its financial statements.

Stabilisation/ FSA This document is issued by Koninklijke BAM Groep and has been approved by ING Investment Banking solely for the purposes of Section 21 of the Financial Services and Markets Act 2000.

The information in this document has been provided by the Company and has not been verified by ING Investment Banking. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by ING Investment Banking or by any of its officers, servants or agents as to or in relation to the accuracy or completeness of this document, or any other written or oral information made available to any interested party or its advisers and any liability therefor is hereby expressly disclaimed.

This document has been prepared for information purposes only and is not to be relied upon in substitution for the exercise of independent judgement. It is not intended as investment advice, and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to purchase, any securities nor a recommendation to enter into any transaction; nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. Before entering into any transaction you should take steps to ensure that you understand the transaction and have made an independent assessment of the appropriateness of the transaction in light of your own objectives and circumstances, including the possible risks and benefits of entering into such a transaction. You should also consider seeking advice from your own advisers in making this assessment. The binding conditions of the offering will be published in an offering circular or prospectus subsequent to the date thereof. The decision to purchase any of the securities mentioned in this document should be made only on the basis of an offering circular or a prospectus to be issued in connection with the offering, and not this document. Information or opinions contained herein have been compiled from sources believed to be reliable, but neither ING Investment Banking nor any of its subsidiaries and affiliates accepts liability for any loss arising from the use hereof or makes any representation as to its accuracy or completeness. The information contained herein is subject to change without notice. This document may not be reproduced or redistributed to any other person.

Certain statements contained in this press release constitute “forward looking statements”. These statements, which contain the words “anticipate”, “believe”, “intend”, “estimated”, “expect” and words of similar meaning, reflect management’s beliefs and expectations and are subject to risks and uncertainties that may cause actual results to differ materially. As a result, readers are cautioned not to place undue reliance on such forward looking statements. The Company disclaims any obligation to update its view of such risks and uncertainties or to publicly announce the result of any revisions to the forward looking statements made herein, except where it would be required to do so under applicable law.