NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.
PRESS RELEASE
4 November 2014
ARCADIS RAISES € 174 MILLION THROUGH EQUITY OFFERING
- Equity offering of € 174 million through the issue of 7,555,362 new ordinary shares
- Net proceeds to be used to partially finance the acquisition of Hyder Consulting PLC
The Board of ARCADIS N.V. ("ARCADIS" or the "Company") announces the issue of € 174 million of new ARCADIS ordinary shares (the "New Shares") (the "Equity Offering").
The issue price of the New Shares has been set at € 23.00 per New Share and the total number of New Shares to be issued is 7,555,362.
The net proceeds from the Equity Offering will be used to partially finance ARCADIS' acquisition of Hyder Consulting PLC, in line with ARCADIS' earlier announcements that it is considering options to refinance the bridge facility that was arranged for the Hyder Consulting PLC acquisition by way of debt and / or equity instruments in due course.
Allocation of the New Shares took place today, 4 November 2014. Settlement of the New Shares and their admission to listing and trading on Euronext Amsterdam, is expected to take place on 6 November 2014.
BNP Paribas, HSBC and ING are acting as Joint Global Coordinators and Joint Bookrunners for the Equity Offering. Rabobank is acting as Co-Manager for the Equity Offering.
Amsterdam, The Netherlands, 4 November 2014
Executive Board ARCADIS N.V.
For more information please contact Joost Slooten at +31 (0) 20 2011083, or outside office hours at +31 (0) 6 27061880 or joost.slooten@arcadis.com
About ARCADIS:
ARCADIS is the leading global natural and built asset design & consultancy firm working in partnership with our clients to deliver exceptional and sustainable outcomes through the application of design, consultancy, engineering, project and management services. ARCADIS differentiates through its talented and passionate people and its unique combination of capabilities covering the whole asset life cycle, its deep market sector insights and its ability to integrate health & safety and sustainability into the design and delivery of solutions across the globe. We are 28,000 people that generate €3 billion in revenues. We support UN-Habitat with knowledge and expertise to improve the quality of life in rapidly growing cities around the world.
IMPORTANT NOTICE
Statements included in this press release that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto) are forward looking statements. These statements are only predictions and are not guarantees. Actual events or the results of our operations could differ materially from those expressed or implied in the forward looking statements. Forward looking statements are typically identified by the use of terms such as "may," "will," "should," "expect," "could," "intend," "plan," "anticipate," "estimate," "believe," "continue," "predict," "potential" or the negative of such terms and other comparable terminology. The forward looking statements are based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward looking statements.
This announcement is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia 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 does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe for securities in the United States or any other jurisdiction. The securities referred to herein 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, directly or indirectly, in the United States, absent registration under or an exemption from, or transaction not subject to, the registration requirements of, the Securities Act. No public offering of securities is being made in the United States or in any other jurisdiction.
In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "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.
No prospectus in accordance with the European Prospectus Directive (2003/71/EC), as amended, is required in respect of the Equity Offering and no prospectus, offering circular or similar document will be prepared. Any investment decision in connection with the Equity Offering must be made on the basis of all publicly available information relating to ARCADIS and the New Shares. Such information has not been independently verified by BNP Paribas, HSBC, ING or Rabobank. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in ARCADIS or the New Shares.