Nieuwegein, 1 December 2011
Further to the announcement of 10 November 2011, Ordina N.V. today announces
that the senior financing facility of EUR 55 million has been signed. The
facility is fully committed by ABN AMRO, ING and NIBC.
On 30 November 2011, Ordina signed the final financing agreement with ABN AMRO,
ING and NIBC for a committed senior financing facility totaling EUR 55 million.
This facility will replace the current EUR 120 million committed facility,
entered into with ING, Rabobank, ABN AMRO and NIBC. We refer to the announcement
of Ordina N.V. dated 10 November 2011 for the most important clauses and
conditions. These remain unchanged in the final financing documents.
The new financing facility will be available subject to (i) approval of the
share issue by the Extraordinary General Meeting of Shareholders, (ii)
completion of the rights issue and (iii) other conditions common for
transactions of this type.
The Ordina N.V. Extraordinary General Meeting of Shareholders will take place on
1 DecemberÂ 2011.
ABN AMRO was mandated as lead arranger and coordinator.
Ordina has engaged Bank Oyens & Van Eeghen as financial advisor in this
# # #
Ordina is a specialist knowledge provider. Our coherent offering of consulting,
ICT and application outsourcing services helps lay the foundation for our
clients' future success. Ordina assists clients in achieving their strategic
targets, and resolving social and ethical issues. Our knowledge of the local
market and business processes, combined with our inventive approach to ICT
solutions, enables clients to boost their competitive ability and their
strength. Our professionals, who work in multidisciplinary teams, forge close
ties with clients. We provide our services in the Benelux to organisations
operating in finance, the public sector, healthcare and industry. Ordina N.V.
was incorporated in 1973. Its shares are listed on Amsterdam's Euronext Stock
Exchange, where they are included in the Midkap Index.
Pieter Schaffels, Director of Corporate Communications & Investor Relations
Tel: +31 (0)30 663 7402
In case of any discrepancies between this version and the original Dutch
version, the Dutch version prevails.
This document contains pronouncements forecasting the future financial
performance of Ordina N.V. and outlines specific plans, targets and ambitions
based on current insights. Obviously, such forecasts are not without risk; they
entail a relative degree of uncertainty since no guarantees exist on future
circumstances. There are many factors that could potentially affect the actual
performance and forecasts, causing them to deviate from the situation described
in this document. Such factors include: general economic trends, the pace of the
globalisation of the consulting, ICT and application outsourcing markets, the
growing number of projects with bottom-line responsibility, scarcity on the
labour market, and future acquisitions and disposals.
These materials are not for release, distribution or publication, whether
directly or indirectly and whether in whole or in part, into or in the United
States, Australia, Canada, or Japan.
These materials are for information purposes only and are 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 Ordina N.V. (the "Issuer", and such
securities, the "Securities") in the United States 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 U.S. 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 of America. The Securities may not be offered
or sold in the United States of America without either registration of the
securities 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 of America or 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.
The Issuer has not authorised any offer to the public of Securities in any
Member State of the European Economic Area other than the Netherlands. With
respect to any Member State of the European Economic Area, other than the
Netherlands, 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.
No action has been taken by the Issuer 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 action
for that purpose is required.
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.
An 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,
copies of the prospectus may be obtained at no cost from the Issuer, ING Bank
N.V. ("ING") or through the website of Euronext Amsterdam and/or the Issuer.
ING exclusively acts for the Issuer and no-one else in connection with any
offering of Securities and will not be responsible to anyone other than the
Issuer for providing the protections afforded to the customers of ING or for
providing advice in relation to any offering or any transaction or arrangement
referred to herein.
1-12-2011 Press Release Ordina finalises new senior financing facility:
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