Rights issue Ordina starts 5 December
Nieuwegein, 2 December 2011
Highlights:
* Rights issue of up to 23,937,026 new ordinary shares as part of the capital
strengthening (as announced on 7 October 2011);
* Issue price EUR 0.93 per new ordinary share;
* Rights issue fully underwritten by Project Holland Fonds;
* Record date 2 December 2011;
* Subscription period from 5 December 2011 09:00 CET to 16 December
2011 16:00 CET;
* Combined with a private placement of 13,202,759 shares with Project Holland
Fonds for an issue price of EUR 0.93 per share.
* Ordina's reviewed Q3 2011 figures are available in the Prospectus
Stépan Breedveld, CEO Ordina:
"The rights issue is an important step in coming to a robust future-proof
financing structure. With the proceeds of the rights issue, we are able to
significantly lower our debt and related interest costs. During the past few
months we have worked hard to build a strong financial foundation for Ordina. We
can now focus on the market and our customers."
Details rights issue and private placement
Ordina announces the issue of up to 23,937,026 new ordinary shares in the
capital of Ordina N.V., with a nominal value of EUR 0.10 each (the Offer Shares)
at an issue price of EUR 0.93 (the Issue Price) for each Offer Share, in an
offering to existing holders of ordinary shares in the capital of Ordina, with a
nominal value of EUR 0.10 (the Ordinary Shares), by granting them transferable
subscription entitlements (the Rights) to subscribe for Offer Shares (the
Offering). Ordina also announces the admission to listing and trading on NYSE
Euronext in Amsterdam (Euronext Amsterdam) of (i) the Rights and Offer Shares
and (ii) 13,202,759 new ordinary shares in the capital of Ordina (the Private
Placement Shares) in a private placement (the Private Placement) to Project
Holland Deelnemingen B.V. (Project Holland Fonds) (the Listing).
Warrants
If, as a consequence of the Offering or the Private Placement, Project Holland
Fonds would obtain a stake in Ordina's share capital of more than 29.9%, Project
Holland Fonds will instead subscribe for such a number of warrants (the
Warrants) that equals the number of Offer Shares and/or Private Placement Shares
that exceeds 29.9%. Project Holland Fonds will subscribe for the Warrants
against an issue price of EUR 0.83 for each Warrant. As a result, Project
Holland Fonds will not hold more than 29.9% of the Ordinary Shares and might
hold Warrants in addition.
Use of proceeds
Ordina will use the net proceeds of the share issue completed on 12 October
2011, the Offering and the Private Placement to repay in part its existing EUR
120 million senior committed facility, EUR 44 million (in balance sheet EUR
43.6 million reflecting the effective interest method) on or about 22 December
2011. The remaining outstanding amount under the existing EUR 120 million senior
committed facility, approximately EUR 5.8 million, will be repaid in cash held
by the Company. The new EUR 55 million term and revolving facilities are
earmarked to be used to (i) repay the Orange Loan (approximately EUR 27.5
million (in balance sheet EUR 26.5 million reflecting the impact of the
effective interest method) outstanding per 30 September 2011) in or before
February 2012, subject to a 5% prepayment penalty (which will be paid in cash
held by Ordina), and (ii) general corporate and working capital purposes of the
Ordina group.
Key features of the Offering
The most important features of the Offering as described here, are subject to
the conditions as set out in the English language prospectus (the Prospectus)
relating to the Offering, which will be available from today. This Prospectus
has been approved by the Dutch Authority for the Financial Markets (Stichting
Autoriteit Financiële Markten) on 1 December 2011.
Record Date and granting of Rights
Each Ordinary Share held immediately after the close of trading in Ordinary
Shares on Euronext Amsterdam at 17:40, Central European Time (CET), on 2
December 2011 (the Record Date) will entitle its holder to one (1) Right.
Subject to applicable securities laws and the terms set out in the Prospectus,
each existing shareholder that is an Eligible Person (as defined in the
Prospectus) will be entitled to subscribe for seven (7) Offer Shares for every
16 Rights held against payment of the Issue Price per Offer Share.
Exercise Period
Eligible Persons may, subject to applicable securities laws, subscribe for Offer
Shares by exercising Rights from 09:00 CET on 5 December 2011 until 16:00 CET on
16 December 2011 (the Exercise Period). Rights that are not exercised during the
Exercise Period will lapse without value and the holder of such Rights will not
be entitled to any compensation. Exercised Rights cannot be revoked or modified,
except for certain circumstances as set out in the Prospectus. The statutory
pre-emptive rights (wettelijke voorkeursrechten) of the holders of Ordinary
Shares in respect of the Offering and the Private Placement have been excluded.
Trading in Rights
Application has been made for the admission to listing and trading of the
Rights, the Offer Shares and the Private Placement Shares on Euronext Amsterdam.
Ordina expects that the Rights will be admitted to listing and trading on
Euronext Amsterdam and that trading will commence at 09:00 CET on 5 December
2011 and will end at 13:00 CET on 16 December 2011. The Rights will be traded
under the symbol "ORDR", barring unforeseen circumstances.
Ordina expects that the Offer Shares and Private Placement Shares will be
admitted to listing and trading on Euronext Amsterdam and that trading will
commence at 09:00 CET on or about 22 December 2011 under the current symbol
"ORDI", barring unforeseen circumstances.
The Rights, Offer Shares and Private Placement Shares will be delivered through
the book-entry systems of Nederlands Centraal Instituut voor Giraal
Effectenverkeer B.V. trading as Euroclear Nederland (Euroclear Nederland), in
accordance with its normal settlement procedures applicable to equity
securities.
Offer Shares not subscribed for by the exercise of Rights
After expiry of the Exercise Period, the Offer Shares that have not been
subscribed for by the exercise of Rights during the Exercise Period (the
Remaining Offer Shares) will, subject to certain conditions, be subscribed for
by Project Holland Fonds at the Issue Price per Remaining Offer Share.
Shareholders are warned that unexercised Rights will lapse without value.
Time schedule (Subject to interim changes)
The timetable below lists certain expected key dates for the Offering and the
Private Placement.
+------------------------------------------------+-----------------------------+
|Record Date |17:40 CET, on 2 December 2011|
+------------------------------------------------+-----------------------------+
|Ex-Rights trading in the Ordinary Shares|09:00 CET on 5 December 2011 |
|commences on Euronext Amsterdam | |
+------------------------------------------------+-----------------------------+
|Exercise Period commences |09:00 CET on 5 December 2011 |
+------------------------------------------------+-----------------------------+
|Trading in the Rights commences on Euronext|09:00 CET on 5 December 2011 |
|Amsterdam | |
+------------------------------------------------+-----------------------------+
|Trading in the Rights ceases on Euronext|13:00 CET on 16 December 2011|
|Amsterdam | |
+------------------------------------------------+-----------------------------+
|End of Exercise Period |16:00 CET on 16 December 2011|
+------------------------------------------------+-----------------------------+
|Allotment of the Offer Shares |16 December 2011 |
+------------------------------------------------+-----------------------------+
|Issuance of, payment for and delivery of the|22 December 2011 |
|Offer Shares and Private Placement Shares | |
+------------------------------------------------+-----------------------------+
|Listing of, and start of trading in, the Offer|09:00 CET on 22 December 2011|
|Shares and listing of the Private Placement| |
|Shares on Euronext Amsterdam | |
+------------------------------------------------+-----------------------------+
Coordination
ING acts as Sole Global Coordinator in the Offering.
Q3 2011 figures
Ordina's reviewed Q3 2011 figures have been prepared and are available in the
Prospectus.
Further information
For further details on the Offering, referral is made to the Prospectus, which
is available from today. The Prospectus can be viewed (by Dutch citizens only)
through the websites of Ordina N.V. (www.ordina.nl), Euronext Amsterdam N.V.
(www.euronext.com) and AFM (www.afm.nl).
# # #
About Ordina
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.
More information
Ordina N.V.
Pieter Schaffels, Director of Corporate Communications & Investor Relations
Tel: +31 (0)30 663 7402
www.ordina.com
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.
2-12-2011 Press Release - Rights issue Ordina starts 5 December:
http://hugin.info/130778/R/1568392/487434.pdf
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(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Ordina via Thomson Reuters ONE
[HUG#1568392]
