Capital/Financing Update • Feb 20, 2020
Capital/Financing Update
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Leidschendam, 19 February 2020
Fugro N.V., hereinafter the "Company" or "Fugro", announces its intention to repurchase any and all of its outstanding subordinated bonds convertible into ordinary shares (the "Shares") of Fugro due 26 October 2021 issued by the Company on 26 October 2016 (ISIN: XS1508771216) (the "Bonds" and each, a "Bond") by way of a reverse building process.
In order to repurchase the Bonds, the Company will conduct a reverse bookbuilding process and invite holders of the Bonds (the "Bondholders") to offer to sell any and all of their Bonds to the Company for cash (the "Invitation"). The Invitation is expected to close at 5.30pm CET on 20 February 2020, subject to the right of the Company, in its sole discretion, to extend, re-open, amend or terminate the Invitation at any time prior to announcement of the final aggregate principal amount of the Bonds accepted for repurchase pursuant to the Invitation.
The results of the Invitation and the final Repurchase Price (as defined below) will be announced by the Company as soon as possible after the end of the Invitation period in a subsequent press release.
The Invitation is targeted at Bondholders that are not U.S. persons (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended) or persons located or resident in the United States of America (the "United States") or persons acting for the account or benefit of such persons and who are willing to sell their Bonds to the Company (such Bondholders being the "Eligible Bondholders"). The Company shall be under no obligation to accept any Bonds offered by Eligible Bondholders.
Eligible Bondholders whose Bonds are accepted for purchase by the Company pursuant to the Invitation will receive an amount in cash equal to EUR 102,000 per EUR 100,000 in principal amount of the Bonds (the "Repurchase Price"). In addition, the Company will pay, in respect of Bonds purchased pursuant to the Invitation, a cash amount representing interest accrued but unpaid on the Bonds from, and including, 26 October 2019 (being the last interest payment date for the Bonds prior to the Invitation) to, but excluding, the Settlement Date (as defined below).
Eligible Bondholders wishing to offer their Bonds for purchase in connection with the Invitation must do so in accordance with the procedures set out in the invitation term sheet that has been prepared by the Company in connection with the Invitation (the "Invitation Term Sheet"). The Invitation Term Sheet will be made available to Eligible Bondholders, at their request, by BNP Paribas who is acting as sole dealer manager in respect of the Invitation (the "Dealer Manager").
The settlement of the Invitation is expected to take place on or around 6 March 2020 (the "Settlement Date"), subject to the New Financing Condition (as defined below). Any Bonds repurchased by the Company in connection with the Invitation will be cancelled in accordance with the terms and conditions of the Bonds.
The Company has also announced today that it has launched an issuance of up to 8,350,000 new depositary receipts (the "New Depositary Receipts") of new ordinary shares (the "Equity Placing"). The final number of New Depositary Receipts sold and the final subscription price will be determined following an accelerated bookbuilding process carried out by Coöperatieve Rabobank U.A. in cooperation with Kepler Cheuvreux and ING Bank N.V. as Joint Global Coordinators and Joint Bookrunners (the "Joint Global Coordinators"). Bondholders who have hedged all or part of their exposure to the Company's ordinary shares underlying the Bonds, and who wish to be allocated New Depositary Receipts in the Equity Placing for the purposes of closing out their hedge positions, are invited to approach their usual contacts at the Joint Global Coordinators as soon as practicable today in order to place an order to subscribe for New Depositary Receipts. Any such Bondholders are expected to receive preferential allocations in the Equity Placing.
The Company is also considering a potential issuance of EUR 500-550 million 5-year senior secured notes (the "Senior Secured Notes"). The Company has had sounding discussions with a select number of investors and, subject to market conditions, expects to announce further details about the Senior Secured Notes transaction imminently. The purchase of any Bonds by the Company pursuant to the Invitation is subject to, without limitation, the completion (in the sole determination of the Company) of the issuance of the Senior Secured Notes on terms acceptable to the Company (the "New Financing Condition"). The Company is entitled to amend or waive the New Financing Condition at its sole and absolute discretion.
For more information please contact
Media Martine Langerak [email protected] +31 70 31 11147 +31 6 5313 1604
Investors Catrien van Buttingha Wichers [email protected] +31 70 31 15335 +31 6 1095 4159
Fugro is the world's leading Geo-data specialist, collecting and analysing comprehensive information about the Earth and the structures built upon it. Adopting an integrated approach that incorporates acquisition and analysis of Geo-data and related advice, Fugro provides solutions. With expertise in site characterisation and asset integrity, clients are supported in the safe, sustainable and efficient design, construction and operation of their assets throughout the full lifecycle.
Employing approximately 10,000 talented people in 65 countries, Fugro serves clients around the globe, predominantly in the energy and infrastructure industries, both offshore and onshore. In 2019, revenue amounted to EUR 1.6 billion. The company is listed on Euronext Amsterdam.
This press release contains information that qualifies or may qualify as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL BONDS AND TENDERS OF BONDS FOR PURCHASE PURSUANT TO THE INVITATION WILL NOT BE ACCEPTED FROM HOLDERS OF BONDS IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. IN THOSE JURISDICTIONS WHERE THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE INVITATION TO BE MADE BY A LICENSED BROKER OR DEALER AND THE DEALER MANAGER OR ANY OF ITS AFFILIATES ARE SUCH A LICENSED BROKER OR DEALER IN ANY SUCH JURISDICTION, THE INVITATION SHALL BE DEEMED TO BE MADE BY THE DEALER MANAGER OR SUCH AFFILIATE, AS THE CASE MAY BE, ON BEHALF OF THE COMPANY IN SUCH JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE INVITATION IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH INVITATION UNDER APPLICABLE SECURITIES LAWS. THE DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY EACH OF THE COMPANY AND THE DEALER MANAGER TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR AN INVITATION TO OFFER OR SELL SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION.
THIS ANNOUNCEMENT IS NOT BEING MADE AND WILL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE MAIL OF, OR BY ANY MEANS OR INSTRUMENTALITY OF INTERSTATE OR FOREIGN COMMERCE OF, OR OF ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES. THIS INCLUDES, BUT IS NOT LIMITED TO, FACSIMILE TRANSMISSION, ELECTRONIC MAIL, TELEX, TELEPHONE, THE INTERNET AND OTHER FORMS OF ELECTRONIC COMMUNICATION.
THE BONDS MAY NOT BE TENDERED PURSUANT TO THIS ANNOUNCEMENT OR THE INVITATION BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY FROM OR WITHIN THE UNITED STATES OR BY PERSONS LOCATED OR RESIDENT IN THE UNITED STATES. ACCORDINGLY, COPIES OF THIS ANNOUNCEMENT, THE INVITATION AND ANY OTHER DOCUMENTS OR MATERIALS RELATING THERETO ARE NOT BEING, AND MUST NOT BE, DIRECTLY OR INDIRECTLY, MAILED OR OTHERWISE TRANSMITTED, DISTRIBUTED OR FORWARDED (INCLUDING, WITHOUT LIMITATION, BY CUSTODIANS, NOMINEES OR TRUSTEES) IN OR INTO THE UNITED STATES, TO U.S. PERSONS OR TO PERSONS LOCATED OR RESIDENT IN THE UNITED STATES. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT, THE INVITATION OR ANY DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. ANY PURPORTED TENDER OF BONDS IN CONNECTION WITH THE INVITATION OR ANY DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID AND ANY SUCH PURPORTED TENDER OF BONDS MADE BY A U.S. PERSON OR A PERSON LOCATED IN THE UNITED STATES OR BY ANY AGENT, FIDUCIARY OR OTHER INTERMEDIARY ACTING ON A NON-DISCRETIONARY BASIS FOR A PERSON OR A PRINCIPAL GIVING INSTRUCTIONS FROM WITHIN THE UNITED STATES OR A U.S. PERSON WILL BE INVALID AND WILL NOT BE ACCEPTED.
EACH HOLDER OF BONDS PARTICIPATING IN THE INVITATION WILL BE DEEMED TO REPRESENT THAT IT IS NOT A U.S. PERSON, IT IS NOT LOCATED IN THE UNITED STATES AND IT IS NOT PARTICIPATING IN SUCH INVITATION FROM THE UNITED STATES, OR IT IS ACTING ON A NON-DISCRETIONARY BASIS FOR A PRINCIPAL THAT IS NOT A U.S. PERSON, IS LOCATED OUTSIDE THE UNITED STATES AND THAT IS NOT GIVING AN ORDER TO PARTICIPATE IN SUCH INVITATION FROM THE UNITED STATES. FOR THE PURPOSES OF THIS AND THE ABOVE PARAGRAPHS, "UNITED STATES" MEANS THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA.
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE INVITATION IS NOT BEING MADE, AND THIS ANNOUNCEMENT AND ANY SUCH DOCUMENTS AND/OR MATERIALS HAVE NOT BEEN APPROVED, BY AN AUTHORISED PERSON FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED. ACCORDINGLY, THIS ANNOUNCEMENT AND ANY SUCH DOCUMENTS AND/OR MATERIALS ARE NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY SUCH DOCUMENTS AND/OR MATERIALS AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN THE DEFINITION OF INVESTMENT PROFESSIONALS (AS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FINANCIAL PROMOTION ORDER") OR PERSONS WHO ARE WITHIN ARTICLE 43(2) OR 49(2)(A) TO (D) OF THE FINANCIAL PROMOTION ORDER OR ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE UNDER THE FINANCIAL PROMOTION ORDER.
NONE OF THE INVITATION, THIS ANNOUNCEMENT OR ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THIS ANNOUNCEMENT OR THE INVITATION HAVE BEEN OR WILL BE SUBMITTED TO THE CLEARANCE PROCEDURE OF THE COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA ("CONSOB") PURSUANT TO ITALIAN LAWS AND REGULATIONS.
THE INVITATION IS BEING CARRIED OUT IN THE REPUBLIC OF ITALY AS EXEMPTED OFFERS PURSUANT TO ARTICLE 101-BIS, PARAGRAPH 3-BIS OF THE LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998, AS AMENDED (THE "ITALIAN FINANCIAL SERVICES ACT") AND ARTICLE 35-BIS, PARAGRAPH 3, OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999, AS AMENDED FROM TIME TO TIME (THE "ISSUERS' REGULATION"). ACCORDINGLY, NO TENDERS BY THE HOLDERS OF THE BONDS MAY BE COLLECTED, NOR ANY OTHER MATERIALS RELATING TO THIS ANNOUNCEMENT OR THE INVITATION MAY BE DISTRIBUTED IN THE REPUBLIC OF ITALY EXCEPT TO QUALIFIED INVESTORS (INVESTITORI QUALIFICATI), AS DEFINED PURSUANT TO ARTICLE 100 OF THE ITALIAN FINANCIAL SERVICES ACT AND ARTICLE 34-TER, FIRST PARAGRAPH, LETTER B) OF THE ISSUERS' REGULATION.
HOLDERS OR BENEFICIAL OWNERS OF THE BONDS THAT ARE RESIDENT OR LOCATED IN ITALY CAN TENDER SOME OR ALL OF THEIR BONDS PURSUANT TO THE INVITATION THROUGH AUTHORISED PERSONS (SUCH AS INVESTMENT FIRMS, BANKS OR FINANCIAL INTERMEDIARIES PERMITTED TO CONDUCT SUCH ACTIVITIES IN ITALY IN ACCORDANCE WITH THE ITALIAN FINANCIAL SERVICES ACT, CONSOB REGULATION NO. 20307 OF 15 FEBRUARY 2018, AS AMENDED FROM TIME TO TIME, AND LEGISLATIVE DECREE NO. 385 OF 1 SEPTEMBER 1993, AS AMENDED) AND IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS OR WITH REQUIREMENTS IMPOSED BY CONSOB, THE BANK OF ITALY OR ANY OTHER ITALIAN AUTHORITY.
EACH INTERMEDIARY MUST COMPLY WITH THE APPLICABLE LAWS AND REGULATIONS CONCERNING INFORMATION DUTIES VIS-À-VIS ITS CLIENTS IN CONNECTION WITH THE BONDS OR THE INVITATION.
THIS ANNOUNCEMENT AND THE INVITATION ARE NOT BEING MADE, DIRECTLY OR INDIRECTLY, TO THE PUBLIC IN THE REPUBLIC OF FRANCE ("FRANCE"). NEITHER THIS ANNOUNCEMENT NOR ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE INVITATION HAVE BEEN OR SHALL BE DISTRIBUTED TO THE PUBLIC IN FRANCE AND ONLY (I) PROVIDERS OF INVESTMENT SERVICES RELATING TO PORTFOLIO MANAGEMENT FOR THE ACCOUNT OF THIRD PARTIES (PERSONNES FOURNISSANT LE SERVICE D'INVESTISSEMENT DE GESTION DE PORTEFEUILLE POUR COMPTE DE TIERS) AND/OR (II) QUALIFIED INVESTORS (INVESTISSEURS QUALIFIÉS) OTHER THAN INDIVIDUALS, IN EACH CASE ACTING ON THEIR OWN ACCOUNT AND ALL AS DEFINED IN, AND IN ACCORDANCE WITH, ARTICLES L.411-1, L.411-2 AND D.411- 1 OF THE FRENCH CODE MONÉTAIRE ET FINANCIER, ARE ELIGIBLE TO PARTICIPATE IN THE INVITATION. THIS ANNOUNCEMENT AND ANY OTHER DOCUMENT OR MATERIAL RELATING TO THE INVITATION HAVE NOT BEEN AND WILL NOT BE SUBMITTED FOR CLEARANCE PROCEDURES (VISA) TO NOR APPROVED BY THE AUTORITÉ DES MARCHÉS FINANCIERS.
THIS PRESS RELEASE MAY INCLUDE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES LAWS OF CERTAIN APPLICABLE JURISDICTIONS. IN SOME CASES, THESE FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE WORDS "BELIEVES," "COULD," "ESTIMATES," "ANTICIPATES," "EXPECTS," "INTENDS," "MAY," "WILL," "PLANS," "CONTINUE," "ONGOING," "POTENTIAL," "PREDICT," "PROJECT," "TARGET," "SEEK," "SHOULD" OR "WOULD"
OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY OR BY DISCUSSIONS OF STRATEGIES, PLANS, OBJECTIVES, TARGETS, GOALS, FUTURE EVENTS OR INTENTIONS. THESE FORWARD-LOOKING STATEMENTS INCLUDE ALL MATTERS THAT ARE NOT HISTORICAL FACTS. ANY FORWARD-LOOKING STATEMENTS USED HEREIN ARE BASED ON A NUMBER OF ASSUMPTIONS AND ESTIMATES AND ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY OR MAY NOT OCCUR IN THE FUTURE. AS SUCH, WE CAUTION YOU THAT FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND THAT OUR ACTUAL RESULTS OF OPERATIONS, INCLUDING OUR FINANCIAL CONDITION AND LIQUIDITY AND THE DEVELOPMENT OF THE INDUSTRY IN WHICH WE OPERATE, MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY OUR FORWARD-LOOKING STATEMENTS.
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