Royal BAM Group launches equity offering to finance the acquisition of AM Wonen and AM Grondbedrijf
Bunnik, Netherlands, 10 November 2005 - Royal BAM Group nv announces an equity offering (“Offering”) of approximately 2.2 million new ordinary shares in the share capital of Royal BAM Group (“New Shares”). This represents almost 10% of the current number of outstanding ordinary shares.
Today, Royal BAM Group announced that the Group believes that the expectation is justified that agreement can be reached with AM nv in connection with the public offer for the entire issued share capital and warrants of AM, by which Royal BAM Group, after the sale of AM Development, acquires all shares in AM Wonen, AM Grondbedrijf and the holding company AM nv (“AM”) for the amount of EUR 473 million. This equals, after adjusting for the value of the holding company’s assets, approximately 10 times the expected net profit of AM Wonen and AM Grondbedrijf for the year 2005. Hereto, Royal BAM Group has established a newly incorporated company. Royal BAM Group will finance the acquisition with a combination of debt and equity, which include the net proceeds of the Offering. ING Corporate Investments Participaties bv participates by acquiring a stake in the share capital of the newly incorporated company of approximately 50%. Royal BAM Group has a right to acquire this stake after several years. For more information regarding this acquisition by Royal BAM Group, reference is made to the press release dated 10 November 2005.
It is envisaged that the transaction, including the Offering, will have a positive effect on the earnings per share as of 2006.
The New Shares will be offered to the market through an accelerated bookbuilding process. The subscription period for the Offering starts on 10 November 2005 at 08.30 CET and will close no later than 17.30 CET on 10 November 2005. The issue price of the New Shares and the final size of the Offering will be announced by way of a press release. The New Shares will be allocated to investors on or about 10 November 2005.
ING Wholesale Banking will act as Sole Global Coordinator, Sole Bookrunner and Joint Lead Manager of the Offering. Rabo Securities will act as Joint Lead Manager.
Application will be made to list the New Shares on Eurolist by Euronext Amsterdam nv.
Furthermore, Royal BAM Group intends to split each ordinary share in a to be determined ratio in order to make the stock more accessible to a broader range of investors, hereby enhancing marketability. Royal BAM Group will request shareholder approval for this at the next annual general meeting of shareholders.
This is (also) a public announcement pursuant to the provisions of Section 9b, subsection 1, of the Dutch Securities Trade Supervision Decree 1995.
For further information, please contact:
- Press: A.C. Pronk, +31 30 659 86 21
- Analysts: P. Juge, +31 30 659 86 01
These materials do not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in Royal BAM Group or AM nv, nor shall these materials or any part of them nor the fact of their distribution form the basis of, or be relied upon in connection with, any contract or investment decision in relation thereto.
Recipients of these materials who are considering a purchase of shares in Royal BAM Group are reminded that no reliance may be placed for any purposes whatsoever on the information contained in these materials or on their completeness. No representation or warranty, express or implied, is given by or on behalf of Royal BAM Group, its shareholders, any of its directors, officers or employees or any other person as to the accuracy or completeness of the information or opinions contained in these materials, and no liability is accepted for any such information or opinions.
The New Shares are not and will not be offered to any person in the Netherlands other than professional market parties within the meaning of Section 1a of the Exemption Regulation of the Netherlands Securities Trade Supervision Act 1995, as amended (Vrijstellingsregeling Wet Toezicht Effectenverkeer 1995).
United States of America
The New Shares have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
This communication does not contain or constitute any invitation or inducement to engage in investment activity. This communication is directed only at (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the "Order") (iii) high net worth entities and (iv) other persons to whom it may lawfully be communicated in accordance with the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any or its contents.
No offering is being made, and no securities are to be offered or sold, in the United Kingdom other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses, or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995.
Important notice with respect to forward looking statements
This document contains forward-looking statements. Forward-looking statements are all statements that are not historical facts, including (but not limited to) statements about Royal BAM Group’s beliefs and expectations. Any statement in this document that expresses or implies Royal BAM Group’s intentions, beliefs, expectations, forecasts, estimates or predictions (and the assumptions underlying them) is a forward-looking statement. All forward-looking statements are based on information (such as plans, estimates and projections) as they are currently available to the management of Royal BAM Group. Royal BAM Group takes no obligation to update publicly any of them in light of new information or future events.
The forward-looking statements contained in this document are made as of the date hereof. Royal BAM Group assumes no obligation to update any of the forward-looking statements contained in this document if and when new developments occur.
Forward-looking statements involve inherent risks and uncertainties. It is therefore possible that certain factors could cause actual future results of Royal BAM Group to differ materially from those expressed or implied in any forward-looking statement. Such factors include, without limitation, the conditions in the financial markets in Europe and elsewhere from which Royal BAM Group derives a portion of its trading revenues; potential defaults of borrowers or trading counterparties; the implementation of the acquisition of AM and the developments in the markets where Royal BAM Group and AM are active in.