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Press release
Datum
20-5-2015
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Heijmans N.V. announces equity offering of up to 1,946,088 bearer depository
receipts of new ordinary shares to acquire and withdraw financing preference shares
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN,
SOUTH AFRICA OR AUSTRALIA
Highlights
 Heijmans N.V. (“Heijmans” or the “Company”) announces the launch of an Equity Offering (the
“Offering”) of up to 1,946,088 bearer depository receipts of new ordinary shares (the “Shares”)
 The Equity Offering represents less than 10% of current outstanding shares.
 Virtually all proceeds of this Equity Offering will be used to acquire and withdraw financing
preference shares B.
Heijmans announces the launch of an Equity Offering of a maximum of 1,946,088 Shares via a so-called
accelerated bookbuild offering to institutional and other qualified investors in the Netherlands and in certain
other jurisdictions exclusive of preemptive right. The equity offering represents less than 10% of the currently
outstanding Shares.
In the spring of 2014 agreements with holders of financing preference shares were renewed. Next to a coupon
of 7.9% for the period up till the end of 2018, it has been agreed upon that Heijmans can acquire a minimum
of € 20 million and maximum of € 26.5 million (40% of the € 66 million of outstanding cumulative preference
shares) up to and including 31 December 2015 without penalty interest. Considering the volume of preference
share capital within the capital structure, as well as the coupon value, Heijmans intends to use the proceeds
to acquire a minimum of € 20 million financing preference shares. Remaining revenues proceeds will be used
for generic company purposes.
The issue price and final number of Shares to be issued will be determined at the conclusion of the Equity
Offering and will be announced through a subsequent press release. Books open with immediate effect,
settlement of the Offering is expected to take place on 26 May 2015. The admittance of the Shares to listing
and trading on Euronext in Amsterdam is expected to take place on this date.
Under the terms of the offering, there will be a 180-day lock-up period following the settlement date for the
company on issuances or sales of shares and securities that give the holder the right to acquire shares. The
lock-up does not apply to the issuance of cumulative preference shares or preference shares.
ING is Sole Global Coordinator and Sole Bookrunner for the offering.
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This announcement is made pursuant to Section 5:25i paragraph 2 of the Dutch Financial Supervision Act.
About Heijmans
Heijmans is a listed company that combines activities in the fields of property development, residential
building, non-residential, roads and civil in living, working and connecting. Heijmans is active in the
Netherlands, Belgium and Germany and acts as technology partner to provide know-how and concepts in a
wide range of markets. Our focus on constant quality improvement, innovation and integrated projects
enables us to create added value for our clients. Heijmans realises projects for residential consumers, as well
as major corporate and public sector clients. With more than 7,000 employees and turnover of € 1.9 billion in
2014, we are building the spatial contours of tomorrow.
For more information / not for publication:
Media
Marieke Swinkels-Verstappen
+31 73 543 52 17
[email protected]
Analysts
Mark van den Biggelaar
+31 73 543 51 31
[email protected]
IMPORTANT LEGAL INFORMATION
This announcement is not for publication or distribution or release, directly or indirectly, in or into the United
States (including its territories and possessions, any state of the United States and the District of Columbia),
Canada, Australia, South Africa or Japan or any other jurisdiction where such an announcement would be
unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons
into whose possession this document or other information referred to herein comes should inform themselves
about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation
of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the
securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is
required.
This announcement is for information purposes only and is not intended to constitute, and should not be
construed as, an offer to sell or a solicitation of any offer to buy the securities of Heijmans N.V. (the “Company”,
and such securities, the “Securities”) in the United States, Australia, Canada, South Africa or Japan or in any
other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from
registration or qualification under the securities laws of such jurisdiction.
The Securities are not and will not be registered under the US Securities Act of 1933, as amended (the “US
Securities Act”) and will also not be registered with any authority competent with respect to securities in any
state or other jurisdiction of the United States. The Securities may not be offered or sold, directly or indirectly,
in the United States without either registration or an exemption from registration under the US Securities Act
being applicable. The Company has registered no part of the offering of the Securities in the United States or
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any other jurisdiction, nor has it the intention to do so. The Company has no intention to make a public offering
of Securities in the United States or in any other jurisdiction.
The Company has not authorized 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 a prospectus in any Relevant
Member State. 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.
In the Netherlands the Securities are not and may not be offered other than to persons or entities who or which
are qualified investors (gekwalificeerde beleggers) as defined in Section 1:1 of the Dutch Financial Supervision
Act (Wet op het financieel toezicht).
In the United Kingdom, this document is directed only to (a) persons who have professional experience in
matters relating to investments who fall within Article 19(5) of the UK Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”); or (b) high net worth entities falling within Article 49(2)(a) to (d)
of the Order, or (c) other persons to whom it may otherwise be lawfully communicated (all such persons together
being referred to as “relevant persons”). Any investment or investment activity to which this document relates is
available only to, and will be engaged in only with relevant persons. Persons who are not relevant persons
should not take any action on the basis of this announcement and should not act or rely on it.
In South Africa, due to restrictions under the securities laws of South Africa, the Securities are not offered, and
the offer shall not be transferred, sold, renounced or delivered, in South Africa or to a person with an address
in South Africa, unless one or other of the following exemptions applies: (i) the offer, transfer, sale, renunciation
or delivery is to duly registered banks, mutual banks, financial services provider, financial institution, public
investment corporation (in each case registered as such in South Africa), a person who deals with securities in
their ordinary course of business, or a wholly owned subsidiary of a bank, mutual bank, authorised services
provider or financial institution, acting as agent in the capacity of an authorised portfolio manager for a pension
fund (duly registered in South Africa), or as manager for a collective investment scheme(registered in South
Africa); or (ii) the contemplated acquisition cost of the securities, for any single addressee acting as principal is
equal to or greater than R1,000,000.
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 publicity material relating to such Securities in any
jurisdiction where such action for that purpose is required.
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The release, publication or distribution of these materials in certain jurisdictions may be restricted by law and
therefore persons in such jurisdictions into which they are released, published or distributed, should inform
themselves about, and observe, such restrictions.