AGENDA ROYAL IMTECH N.V.

Transcription

1 AGENDA ROYAL IMTECH N.V. Agenda for the Extraordinary General Meeting of Shareholders, to be held on Tuesday 7 October 2014, at 10:00 AM in De Doelen, entrance Jurriaanse Zaal, Kruisplein 30, 3012 CC in Rotterdam. 1. Opening 2. Rights issue and amendments of the articles of association (voting item) (i) Amendment of the articles of association providing for the consolidation of shares in the share capital of the company (ii) Amendment of the articles of association, providing for the increase of the number of shares included in the authorised share capital of the company (iii) Authorisation to issue ordinary shares and to limit or exclude pre-emptive rights in connection with the proposed rights issue: a) designation of the Board of Management, subject to the approval of the Supervisory Board, as the body authorised to issue ordinary shares and to grant rights to subscribe for ordinary shares in relation to the proposed rights issue for a period of 6 months; and b) designation of the Board of Management, subject to the approval of the Supervisory Board, as the body authorised to limit or exclude the preemptive rights in relation to the issue of ordinary shares and grant of rights to subscribe for ordinary shares, under the proposed rights issue for a period of 6 months. 3. Any other business 26 August 2014 * The proposals to amend the articles of association (including an explanation thereto in a triptych) can be viewed and downloaded via In addition, these documents will be available for inspection at the offices of the company (Kampenringweg 45a, 2803 PE Gouda, the Netherlands) and at ABN AMRO Bank N.V. ( corporate.broking@nl.abnamro.com / telephone +31 (0) ), Gustav Mahlerlaan 10, 1082 PP Amsterdam, the Netherlands). A copy can be obtained from there free of charge. ** Each proposal to amend the articles of association includes the proposal to authorise each member of the Board of Management and any and all lawyers and paralegals practising with De Brauw Blackstone Westbroek N.V. to execute the notarial deeds of amendment of the articles of association. 1

2 NOTES TO THE AGENDA Re 2 Rights issue and amendments of the articles of association Disclaimer This agenda item does not constitute an offer to sell, or a solicitation of an offer to purchase or a recommendation to purchase any securities to, or from, any person in any jurisdiction, including the United States. The Offer Securities (as defined in the Annex Rights Issue referred to below) have not been and will not be registered under the United States Securities Act, or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered, sold, pledged, delivered or otherwise transferred except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the United States Securities Act and in compliance with any applicable state securities laws. General introduction On 18 March 2014, the company announced to enter the next phase of its operational and financial recovery, for which a further significant debt reduction is required. To facilitate this debt reduction, the general meeting of the company resolved at its Annual General Meeting on 22 May 2014 to reduce the nominal value of each share, to provide for flexibility to strengthen the equity of the company through an issue of shares. On 31 July 2014, the company announced that it had initiated discussions with its financiers regarding an amendment of its finance agreements including financial covenants. On 26 August 2014, the company announced the outcome of these discussions including the need for a reinforcement of its equity position through an issue of ordinary shares (the "Rights Issue"). Pursuant to the Rights Issue ordinary shares will be issued whereby existing holders of ordinary shares will be granted transferable rights pro rata to their ordinary share holdings at a specific record date to subscribe for new ordinary shares. A more extensive explanation of the Rights Issue has been included in a separate annex, which is available for inspection at the offices of the company and at ABN AMRO Bank N.V. and will be published on (the "Annex Rights Issue"). The purpose of this Rights Issue is to realise proceeds up to EUR 600 million (gross). The entire proceeds of the Rights Issue will, after deduction of costs, be exerted to reduce debt in order to strengthen the company's capital structure and comply with the ratios under the company's financing documentation. The Board of Management and the Supervisory Board hold that it is in the best interest of the shareholders and other stakeholders of the company that the capital structure is strengthened by means of the Rights Issue. In connection with the Rights Issue, the general meeting will be requested to resolve to: (i) amend the company's articles of association to consolidate the issued ordinary shares and cumulative financing preference shares in the share capital of the company (the "Share Consolidation"); 2

3 (ii) (iii) amend the articles of association to increase the number of shares included in the authorised share capital of the company (the "Increase Authorised Share Capital"); and authorise the Board of Management to resolve to issue or to grant rights to subscribe for ordinary shares and to exclude pre-emptive rights in relation to such issue or grant of rights to subscribe for ordinary shares (the "Issue Authorisation"). To provide for flexibility the sequence of the implementation of the Share Consolidation and the Increase Authorised Share Capital is not yet determined. Two scenarios are conceivable: Scenario A: (i) first the Rights Issue and the therefore required Increase Authorised Share Capital, followed by (ii) the Share Consolidation; or Scenario B: (i) first the Share Consolidation followed by (ii) the Rights Issue and the therefore required Increase Authorised Share Capital. The Board of Management will determine which of these two scenarios will be implemented, subject to the approval of the Supervisory Board. The verbatim text of the amendments of the articles of association required to implement Scenario A or B is included in four three-part documents (the "Triptychs"). The Triptychs are published on and are also available for inspection at the company's offices and at ABN AMRO Bank N.V. Each proposed resolution will be explained in detail under the respective items listed below. The proposals included in this agenda item are approved by the Supervisory Board. (i) Share Consolidation The Share Consolidation serves to increase the market value per ordinary share. As a result of the current low share price, a minor increase or decrease of the price per share results in a significant relevant fluctuation in the market capitalization. To maintain a one vote per share principle, the company proposes to consolidate the cumulative financing preference shares accordingly. The voting rights attached to a share are linked to its nominal value. If the cumulative financing preference shares would not be consolidated, the nominal value of the cumulative financing preference shares would remain EUR 0.01 (after the implementation of the amendment of the articles of association in accordance with the resolution of the general meeting adopted at the Annual General Meeting of 22 May 2014) and the holder of ordinary shares would be entitled to cast multiple votes per share (up to the number of the consolidation ratio). Consolidation ratio ordinary shares The consolidation ratio that will be applied to determine the number of ordinary shares resulting from the Share Consolidation will be determined as follows: A = --- B Y Whereby: 3

4 A = B = Y = the volume weighted average market price (VWAP) of the ordinary shares on the trading day preceding the day of the Share Consolidation. the contemplated (theoretical) market price of the ordinary shares after the Share Consolidation as determined by the Board of Management, within a range of EUR 5 to EUR 15, notwithstanding the Consolidation Maximum, and subject to Supervisory Board approval, which price must be such that Y is a whole number not higher than 500 (the "Consolidation Maximum"). the number of ordinary shares that will be consolidated into 1 ordinary share. Consolidation ratio cumulative financing preference shares The consolidation ratio that will be applied to determine the number of cumulative financing preference shares resulting from the Share Consolidation will be equal to the consolidation ratio that will be applied to determine the number of ordinary shares, provided that the number of cumulative financing preference shares of each series resulting from the share consolidation will be rounded upwards in such way that no fractional shares (onderaandelen) arise. As a result of the adjustment of the result of the consolidation ratio, a holder of cumulative financing preference shares will have one cumulative financing preference share per series more than he would have had if no rounding was applied. Currently there is one holder of cumulative financing preference shares. Consequences for shareholders a) Ordinary shares held through the giro system (Euroclear Nederland) If a person holds a number of ordinary shares through the giro system which is not exactly divisible in accordance with the consolidation ratio, his bank or broker will round the shareholding up or down, in accordance with the particular contractual arrangement between that bank or broker and the shareholder. Settlement and rounding-off will be done in the customary manner by the banks or brokers. In general, a fractional entitlement of half a share or more held will be rounded up against payment of the missing fractional entitlement, a fractional entitlement of less than half a share held will be rounded down against settlement of the remaining fractional entitlement. Fractional entitlements will not be traded on Euronext Amsterdam. b) Ordinary shares held outside the giro system A person that holds a number of ordinary shares outside the giro system which is not exactly divisible in accordance with the consolidation ratio, will receive fractional shares. Fractional shares entitle the holder thereof to a (pro-rata) fractional dividend. However, the fractional shares only entitle the holder thereof to cast a vote acting jointly with other holders of fractional shares whose fractional shares make up for one share. To compensate the shareholders that acquired fractional shares as a result of the Share Consolidation for their loss of voting rights, the company grants these holders of fractional shares the right to acquire one (full) ordinary share against delivery by the shareholder of the fractional shares acquired as a result of the Share Consolidation. This offer does not apply to shareholders that acquired shares pursuant to a transaction after the Share Consolidation. The right to exchange the fractional shares for one ordinary share shall not apply to a person to whom such right cannot be granted under applicable law without further formalities. Holders of fractional shares who wish to exercise this right are requested to contact the company to implement this exchange before 31 May

5 c) Cumulative financing preference shares The creation of fractional cumulative financing preference shares will be prevented by a negligible adjustment of the number of shares resulting from the application of the consolidation ratio. With regard to each holder of cumulative financing preference shares, the number of cumulative financing preference shares of each series originating from consolidation will be rounded upwards to the first round number. This rounding up will not result in an increased dividend entitlement or other economic benefits for the holder of cumulative financing preference shares. The obligation to pay up this additional share(s) will be charged to the share premium reserve attached to the respective series. The holder of the cumulative financing preference shares will have an additional vote as a result of the rounding. Pursuant to contractual terms and conditions attached to the cumulative financing preference shares, the shareholder shall not have the right to cast this vote(s). Cumulative preference shares Currently no cumulative preference shares are outstanding. Therefore, no consolidation of issued cumulative preference shares will take place. To maintain the ratio between the number of ordinary shares and cumulative preference shares, it is proposed to reduce the number of cumulative preference shares in the authorised share capital and to set the same nominal value for such shares as for the other classes of shares after the Share Consolidation. The number of cumulative preference shares in the authorised share capital shall be rounded upwards to the nearest million. Reference is made to Tryptich II of Scenario A and Tryptich I of Scenario B and Annex Sample Calculation Share Consolidation. (ii) Increase Authorised Share Capital To enable the Rights Issue it is proposed to increase the number of ordinary shares in the authorised share capital of the company by means of an amendment to the articles of association taking into account the following: a. Dutch law provides that at least one-fifth (1/5) of the authorised share capital needs to be issued, meaning that the nominal value of the total authorised share capital cannot exceed five times the issued share capital; and b. the issued share capital depends on the number of ordinary shares that will be issued in connection with the Rights Issue. Therefore it is proposed to increase the number of ordinary shares included in the authorised share capital to a number equal to 150% of the total number of ordinary shares in issue after the Rights Issue (rounded upwards to the nearest million). This leaves sufficient flexibility for the general meeting to resolve upon a redemption of shares (taking into account the Dutch law requirement mentioned under a), or an issue of new shares (taking into account the Dutch law requirement mentioned under b), without an amendment of the articles of association being required). 5

6 Furthermore, it is proposed that the number of cumulative financing preference shares included in the authorised share capital will be increased pro rata to the increase of the number of ordinary shares and also rounded upwards to the nearest million. The number of cumulative preference shares will not be increased in connection with the Increase Authorised Share Capital. (iii) Issue authorisation In accordance with article 6 of the company's articles of association, it is requested that the Board of Management be designated as authorised, subject to the Supervisory Board's approval, to issue ordinary shares and to grant rights to subscribe for ordinary shares and to limit or exclude the preemptive rights upon issuing and/or the granting of rights to subscribe for ordinary shares. The exact number of shares to be issued in connection with the Rights Issue and the issue price for the new shares will be determined immediately prior to the launch of the Rights Issue. The aforementioned authorisations are requested for a number of shares to be issued sufficient to receive a total amount of EUR 600 million (gross proceeds). The authorisations will be subject to the execution of the deed of amendment of the articles of association as referred to under item (ii), the Increase Authorised Share Capital. The authorisations are asked for a period of 6 months from the date of this extraordinary general meeting. A Dutch version of this agenda and the explanatory notes thereto is also available and can be viewed and downloaded via In the event of any differences, either in interpretation or otherwise between this English translation and the Dutch version, the English language will prevail. 6