2013-02-27 07:03:29 -
NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR
· Rights issue will be completely used for debt reduction
· Measures to make financial structure more robust
· Write-off of 150 million euro for Polish projects
· Write-off of 150 million euro for German projects
· Strengthening management model
Gouda, the Netherlands - Royal Imtech N.V. (IM-AE, technical services provider
in and outside Europe) announces that the company will strengthen its equity
through a rights issue of 500 million euro. The proceeds of the rights issue
will be completely used for debt reduction. As a result of this the balance
sheet of Imtech will be reinforced.
Gerard van de Aast, CEO of Imtech: 'The recent developments in Poland and
Germany and the related write-downs require a tightening of the quality and
effectiveness of our business
controls. Our financial structure also appeared to
be lacking in robustness. By the intended strengthening of our equity and the
measures that have been taken, we are laying a solid foundation for the future.'
Imtech will strengthen its equity through a rights issue of 500 million euro.
This rights issue is led by ING and Rabobank as Joint Global Coordinators and
Joint Bookrunners and guaranteed by means of a volume underwriting commitment,
under usual conditions. Major shareholder ING AM Insurance Companies supports
the rights issue in proportion to its shareholding of 5.19%. ING AM Insurance
Companies has also committed itself to vote in favour of the rights issue in the
General Meeting of Shareholders. The proceeds of the rights issue will be
completely used for debt reduction and will reinforce the balance sheet. The
rights issue has to be approved by the shareholders. ING and Rabobank are acting
as financial advisors to Imtech.
Robust financial structure
The consultation with Imtech's lenders, as announced on February 4th, is taking
place in a constructive atmosphere. As a result of this and the debt reduction
after the rights issue we expect a positive conclusion of these talks. Imtech as
of today aspires for an average net debt/EBITDA ratio of 1.5 - 2.0. Besides
this, there has to be ample financial space to finance the seasonal need for
working capital and for unforeseen circumstances. With these principles and the
debt reduction our financial structure becomes more robust and conservative.
With ING and Rabobank a temporary bridge facility of 500 million euro has been
agreed for 2013. Of this facility, 300 million euro is available immediately and
a further 200 million euro is available after reaching an agreement with the
major lenders. This facility serves as an addition to the existing credit
facilities and, if necessary, will be used to finance the normal seasonal
fluctuations in working capital.
ING and Rabobank are acting as financial advisors of Imtech.
In our press release issued on February 4th, we said that possible
irregularities concerning projects in Poland have taken place. A write-off of at
least 100 million euro was expected. Because of the possible irregularities
Imtech started a forensic investigation and suspended the Polish management. The
forensic investigation is well under way and will definitely take several more
weeks. The provisional results lead to the conclusion that the write-off in
Poland will amount to around 150 million euro (before taxes). This write-off
relates to the Adventure World Warsaw project, which was communicated earlier,
as well as to other Polish projects.
Imtech stated in the press release issued on February 5th that the CEO and CFO
of Imtech Germany stepped down because of the situation in Poland. The newly
appointed management has been confronted with valuation problems with its
projects and debtors in Germany. An evaluation of these leads to the preliminary
conclusion that a write-off of around 150 million euro (before taxes) is
necessary in Germany. This write-off relates to a write-off on old debtors, a
lower estimation of work in progress and losses which were passed on to the
future without proper justification. In relation to this, the structural
profitability of the German and Eastern European operations is expected to be at
an EBITA level of 4 - 6% which is in line with the average of the group
profitability. In the past a higher margin target was set for Germany and
Imtech Germany is a prominent company in the market. The excellent technical
skills of our over 5,000 employees are used every day to service our clients. We
have an excellent and longstanding relationship with many of these clients,
among which are some of Germany's leading companies.
Strategy and acquisitions
Given the necessary strengthening of the balance sheet Imtech no longer strives
for the targets set for revenues and margins for 2015. In 2013 and 2014 the
priority will be on the sharpening of the operational execution of business
processes in all parts of the company with a special focus on project
management, working capital management and cash generation. Organic growth will
also be a major factor. Imtech foresees no acquisitions in these years. As of
2015 Imtech will actively pursue its acquisitions again. The still fragmented
growth markets in which Imtech operates offer - apart from organic growth -
attractive growth opportunities through acquisitions.
The existing decentralized management model of Imtech will continue to be a
cornerstone of our organization. This model stimulates local entrepreneurship
and an optimal relationship with clients and other stakeholders, and hence the
growth of the company. The recent developments in Poland and Germany have led to
the conclusion that reinforcement of the quality and effectiveness of our
business controls is necessary. This concerns sharpened authorization and
competences schemes, tight steering and control of large projects and
reinforcing the financial function and reporting process. The role of the Board
of Management will become more operational and the Board will be expanded for
this purposes. At the Annual General Meeting of shareholders we will communicate
more specifically about this.
Management targets and variable remuneration
In consultation with the Supervisory Board we will evaluate the management
targets and the related variable remuneration component for the management.
Remuneration systems and targets will be aligned with the strategy. As stated
before, more attention will be given to the operational execution of business
processes with special attention to project management, working capital
management and cash generation. Of course this will also affect the variable
remuneration of the Board of Management. The Board of Management has not
received a variable remuneration for the year 2012.
As announced in our press release on February 4th we do not expect to distribute
any dividends for the year 2012. It is our intention to restart distributing
dividend as soon as possible.
Determination of financial statements 2012 and Annual General Meeting of
For the completion of the financial statements over 2012 we are dependent on the
final results of the investigation in Poland and Germany. We aim to determine
the financial statements before the end of April 2013. The Annual General
Meeting of Shareholders will take place six to eight weeks afterwards.
Analyst meeting, press conference and webcast
Today at 10.00 hours Imtech will organize a sell-side analyst meeting in the
Mövenpick Hotel Amsterdam, Piet Heinkade 11, 1019 BR Amsterdam. This meeting
will be video webcasted with a call-in facility. For the webcast go to
www.imtech.com. For the call-in facility, which is only open for sell-side
analysts the dial-in number is +31 (0) 20 717 68 68, code 95553046#
At 12.00 hours a press conference will be held, also in the Mövenpick Hotel
Amsterdam. This conference can also be followed via video webcast
Photographs of the CEO and CFO of Royal Imtech N.V. will be available to the
media via Fotopersbureau Dijkstra. For further information: Fotopersbureau
Dijkstra, telephone: +31 297 56 68 83, E-mail firstname.lastname@example.org
Media: Analysts & investors:
Pieter Koenders Jeroen Leenaers
Director Group Communications Director Investor Relations
T: +31 655 74 65 85 / +31 182 54 35 53 T: +31 182 543 504
Royal Imtech N.V. is a European technical services provider in the fields of
electrical solutions, ICT (information and communication technology) and
mechanical solutions. With 29,000 employees, Imtech achieves annual revenue of
more than 5.1 billion euro. Imtech holds strong positions in the buildings and
industry markets in the Netherlands, Belgium, Luxembourg, Germany, Austria,
Eastern Europe, Sweden, Norway, Finland, the UK, Ireland, Turkey and Spain, the
European markets of ICT and Traffic as well as in the global marine market. In
total Imtech serves 24,000 customers. Imtech offers added value with integrated
and multidisciplinary total solutions that lead to better business processes and
more efficiency for customers and the customers they, in their turn, serve.
Imtech also offers solutions that contribute towards a sustainable society - for
example, in the areas of energy, the environment, water and traffic. Imtech
shares are listed on the NYSE Euronext Amsterdam, where Imtech is included in
the Midkap Index. Imtech shares are also included in the Dow Jones STOXX 600
This press release is a translation of an original Dutch version. In case of any
differences the Dutch version prevails.
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directly or indirectly and whether in whole or in part, into or in the United
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would constitute a violation of the relevant laws of such jurisdiction.
These materials are for information purposes only and are not intended to
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of any offer to buy the securities of Royal Imtech N.V. (the 'Company' and such
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The Company has not authorised any offer to the public of Securities in any
Member State of the European Economic Area. With respect to any Member State of
the European Economic Area and which has implemented the Prospectus Directive
(each a 'Relevant Member State'), no action has been undertaken or will be
undertaken to make an offer to the public of Securities requiring publication of
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to be undertaken in respect of the Netherlands. As a result, the Securities may
only be offered in Relevant Member States (i) to any legal entity which is a
qualified investor as defined in the Prospectus Directive; or (ii) in any other
circumstances falling within Article 3(2) of the Prospectus Directive. For the
purpose of this paragraph, the expression 'offer of securities to the public'
means the communication in any form and by any means of sufficient information
on the terms of the offer and the Securities to be offered so as to enable the
investor to decide to exercise, purchase or subscribe for the securities, as the
same may be varied in that Member State by any measure implementing the
Prospectus Directive in that Member State and the expression 'Prospectus
Directive' means Directive 2003/71/EC (and amendments thereto, including
Directive 2010/73/EU, to the extent implemented in the Relevant Member State),
and includes any relevant implementing measure in the Relevant Member State.
No action has been taken by the Company that would permit an offer of Securities
or the possession or distribution of these materials or any other offering or
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for that purpose is required.
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jurisdictions may be restricted by law and therefore persons in such
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inform themselves about, and observe, such restrictions.
Any offer to acquire Securities pursuant to the proposed offering will be made,
and any investor should make his investment, solely on the basis of information
that will be contained in the prospectus to be made generally available in the
Netherlands in connection with such offering. When made generally available,
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Pdf: Imtech Press Release:
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