General
Potential investors should only rely on the information contained in this Prospectus and any supplement to this Prospectus within the meaning of Section 5:23 of the FMSA, should such supplement be published.
This Prospectus contains the information required under the proportionate disclosure regime referenced in Section 7 paragraph (2) subparagraph (g) of the Prospectus Directive and Section 21 paragraph (3) of the Prospectus Regulation. Under the proportionate disclosure regime, a prospectus does not need to contain all of the items of information that would otherwise under the Prospectus Directive and the Prospectus Regulation need to be disclosed in a prospectus for a public offering of shares other than through rights to subscribe for shares. For example, this Prospectus does not need to contain (and does not contain) three years of audited historical financial information of the Company.
The Company does not undertake to update this Prospectus, unless required pursuant to Section 5:23 of the FMSA and therefore potential investors should not assume that the information in this Prospectus is accurate as of any date other than the date of this Prospectus. No person is or has been authorised to give any information or to make any representation in connection with the Offering, other than as contained in this Prospectus. If any information or representation not contained in this Prospectus is given or made in connection with the Offering, that information or representation may not be relied upon as having been authorised by or on behalf of the Company, the Underwriters or any of their respective affiliates. The delivery of this Prospectus at any time after the date of this Prospectus will not, under any circumstances, create any implication that there has been no change in the Group’s affairs since the date of this Prospectus or that the information in this Prospectus is correct as of any time since its date.
No representation or warranty, express or implied, is made or given by or on behalf of the Underwriters, the Subscription, Listing and Paying Agent or any of their respective affiliates or any of their respective directors, officers or employees or any other person, as to the accuracy, completeness or fairness of the information or opinions contained in this Prospectus, or incorporated by reference herein, and nothing in this Prospectus, or incorporated by reference herein, is, or shall be relied upon as, a promise or representation by the Underwriters the Subscription, Listing and Paying Agent or any of their respective affiliates as to the past or future.
None of the Underwriters and the Subscription, Listing and Paying Agent, each in any of their respective capacities in connection with the Offering, accepts any responsibility whatsoever for the contents of this Prospectus nor for any other statements made or purported to be made by either itself or on its behalf in connection with the Company, the Offering, the Rights or the Offer Shares (including, for the avoidance of doubt, the Rump Shares). Accordingly, the Underwriters and the Subscription, Listing and Paying Agent disclaim all and any liability, whether arising in tort or contract or otherwise in respect of this Prospectus and/or any such statement.
Although the Underwriters and the Subscription, Listing and Paying Agent are party to various agreements pertaining to the Offering and each of the Underwriters and the Subscription, Listing and Paying Agent has or might enter into a financing arrangement with the Company, this should not be considered as a recommendation by any of them to invest in the Rights or the Offer Shares.
Responsibility statement
This Prospectus is made available by the Company. The Company accepts sole responsibility for the information contained in this Prospectus. The Company declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge and beliefs, in accordance with the facts and contains no omission likely to affect its import.
References to the Company’s issued share capital; treasury shares
As per 7 October 2014 the total number of issued Ordinary Shares was 463,552,823 and of these issued Ordinary Shares the Company held 4,910,419 Ordinary Shares in treasury. These treasury shares were held as a hedge for employee incentive schemes, which hedge is to a large extent ineffective now. As a result, the Company may, in the ordinary course and without further notification, sell any treasury shares, subject to compliance with the lock-up arrangement. See “Plan of Distribution – Lock-up arrangements”. The Company, as holder of Ordinary Shares in treasury, will not be granted any Rights. In this Prospectus references to relative holdings of Ordinary Shares are to holdings measured against the total number of issued Ordinary Shares (from time to time), without subtraction of Ordinary Shares held in treasury by the Company.
49 Presentation of financial and other information
IFRS information
The historical consolidated financial information contained in, or incorporated by reference in, this Prospectus (see “Documents Incorporated by Reference”), including the audited consolidated financial statements as of and for the year ended 31 December 2013 (the auditor’s report on the audited consolidated financial statements for the 2013 financial year was unqualified but included an emphasis of matters relating to the existence of material uncertainties which may cast significant doubt about the entity’s ability to continue as a going concern as set out in note 2 to the audited consolidated financial statements for the 2013 financial year), the consolidated financial statements as of and for the year ended 31 December 20121 (the auditor’s report on the audited consolidated financial statements for the 2012 financial year was unqualified but included an emphasis of matters relating to the existence of material uncertainties which may cast significant doubt about the entity’s ability to continue as a going concern as set out in note 4 to the audited consolidated financial statements for the 2012 financial year) and the unaudited condensed consolidated interim financial statements prepared in accordance with IAS 34 as of and for the six months ended 30 June 2014 (the auditor’s review report on the condensed consolidated interim financial statements for H1 2014 was unqualified but included an emphasis of matters relating to the existence of material uncertainties which may cast significant doubt about the entity’s ability to continue as a going concern as set out in note 3 to the condensed consolidated interim financial statements for H1 2014) (“H1 2014”) and the six months ended 30 June 20132 (“H1 2013”), except where stated otherwise, the financial information contained in “Selected Historical Financial Information”, in “Business” and in “Operating and Financial Review” have been prepared in accordance with IFRS, including IFRS interpretations issued by the International Financial Reporting Interpretation Committee.
Non-IFRS information
This Prospectus presents certain measures that are not measures defined by IFRS. These measures include EBITA, being the result from operating activities before amortisation and impairment on intangible assets (“EBITA”), EBITDA, being the result from operating activities before depreciation of property, plant and equipment, amortisation of intangible assets and impairment of property, plant and equipment and intangible assets (“EBITDA”), operational EBITDA, operational EBITDA margin, cash conversion, net interest bearing debt, order intake, working capital and operational working capital. See “Operating and Financial Review – Use of Certain non-IFRS Measures”.
Audited/unaudited financial information
The financial information in this Prospectus for:
H1 2014 and H1 2013 is unaudited and has been extracted from the unaudited condensed consolidated interim financial statements for H1 2014 which are incorporated by reference in this Prospectus and which also contain comparative financial information for H1 2013, except for the H1 2013 consolidated balance sheet which is extracted from the Company’s accounting records;
the 2013 and 2012 financial years has been extracted from the audited consolidated financial statements for the 2013 financial year which are incorporated by reference in this Prospectus.
Where other financial information in this Prospectus (other than in “Operating and Financial Review”) is audited, this is indicated by a footnote. Where there is no such footnote, financial information is unaudited.
Rounding and negative amounts
Certain figures contained in this Prospectus, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances the sum of the numbers in the text or a column or a row in tables contained in this Prospectus may not conform exactly to the total figure given for that column or row.
In tables, negative amounts are shown between brackets. Otherwise, negative amounts are shown by “-” or “negative” before the amount or are shown between brackets.
Currency
All references in this Prospectus to “EUR”, “euro”, or “€” are to the currency introduced at the start of the third stage of the Economic and Monetary Union, pursuant to the Treaty establishing the European Economic Community, as amended by the Treaty on the European Union. All references to “U.S. dollars” or “USD” are to the lawful currency of the United States. All references to “Swedish Krona” or “SEK” are to the lawful currency of Sweden. All references to “GBP” are to the lawful currency of the United Kingdom.
1 Comparative consolidated financial information as at 31 December 2012 used in this Prospectus is derived from the audited consolidated
financial statements for the financial year ended 31 December 2013.
2 Comparative consolidated financial information as at 30 June 2013 used in this Prospectus is derived from the condensed consolidated interim financial statements for H1 2014.
Exchange rates
The Group’s financial statements are presented in euros. Accordingly, when the Group prepares consolidated financial statements, the Group must translate its foreign currency-denominated assets, liabilities, income and expense items into euros at applicable exchange rates. The Group is exposed to foreign currency translation risks by means of investments in and long-term loans to foreign subsidiaries. The translation risk relates primarily to the Swedish and British subsidiaries. Depending on the EUR:GBP or the EUR:SEK exchange rate, this can result in higher or lower contributions to the Company’s result in euro. In 2013, revenue and result contributions from the Company’s UK subsidiaries suffered from the negative development of the pound sterling versus the euro in comparison to 2012, just as the Swedish subsidiaries suffered as a result of the negative development of the Swedish Krona versus the euro in comparison to 2012. The Group attempts to (partially) hedge this foreign currency translation risk through loans in corresponding foreign currencies.
Market and industry information
All references to market data, industry statistics and industry forecasts in this Prospectus consist of estimates compiled by industry professionals, organisations, analysts, publicly available information, or the Company based on its own knowledge of its sales and markets.
Industry publications generally state that their information is obtained from sources they believe reliable but that the accuracy and completeness of such information is not guaranteed and that the projections they contain are based on a number of significant assumptions. Although it has not independently verified this information, the Company believes it is obtained from reliable sources.
In this Prospectus, the Company makes certain statements regarding its competitive and market position. The Company believes these statements to be true, based on market data, industry statistics and publicly available information. All assumptions, estimates and expectations of the Company underlying its statements have been based on careful analysis and are honestly held. The Company cannot guarantee that a third party using different methods to assemble, analyse, or compute market data, would obtain or generate the same results.
The information in this Prospectus that has been sourced from independent sources has been accurately reproduced and, as far as the Company is aware and able to ascertain from the information published by that independent source, no facts have been omitted that would render the reproduced information incomplete, inaccurate or misleading. The Company has not independently verified these data or determined the reasonableness of the assumptions used by their compilers, nor have data from independent sources been audited in any manner.
No incorporation of website
The contents of the Company’s website (http://www.imtech.com), including any websites accessible from hyperlinks on the Company’s website, do not form part of, and are not incorporated by reference into, this Prospectus.
Potential conflicts of interest
The Underwriters and the Subscription, Listing and Paying Agent, which are regulated in the Netherlands by the Dutch Central Bank (De Nederlandsche Bank N.V., “DNB”) and the AFM, are acting exclusively for the Company and for no one else in relation to the Offering and the listing of and trading in the Offer Shares and the trading in the Rights and will not be responsible to anyone other than to the Company for giving advice in relation to the Offering and the listing of and trading in the Offer Shares and the trading in the Rights.
The Underwriters (and/or their respective affiliates) are currently lenders under bilateral agreements with members of the Group. In addition, each of the Underwriters is a guarantee provider to members of the Group, both bilaterally under the Guarantee Facilities (as defined in “Operating and Financial Review – Existing sources of funding, financing and indebtedness”) and COMMERZBANK, ING and Rabobank are hedge counterparties to members of the Group. Finally, each of the Underwriters is party to the Intercreditor and Security Deed (as defined in “Operating and Financial Review – Existing sources of funding, financing and indebtedness). In such capacities, they have received and may continue to receive customary fees related to such services. The net proceeds of the Offering will be used in cancellation of any cash commitment and/or the prepayment of the principal outstanding amount under any of the RCF, the Committed Bilateral Cash Facilities, and certain smaller committed bilateral credit facilities with COMMERZBANK, and in payment of monies into designated collateral accounts in respect of the commitments under any Guarantee Facility. See “Financial and Operational
Restructuring – Financial and Other Measures – Use of proceeds of the Offering and the ICT sale”. Accordingly, the Underwriters and their respective affiliates are expected to receive the majority of the net proceeds of the Offering.
The Underwriters and the Subscription, Listing, and Paying Agent and/or any of their respective affiliates have from time to time been engaged, and may in the future engage, in commercial banking, investment banking and financial advisory and ancillary transactions in the course of their business with the Company (or any parties
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related to the Company) for which they have received or may receive customary compensation. In respect of the above, the sharing of information is generally restricted for reasons of confidentiality, by internal procedures or by rules and regulations (including those issued by the AFM).
The Underwriters and their respective affiliates may provide services for the Company and the Company’s affiliates in the future. Additionally, the Underwriters, or their respective affiliates may, in the ordinary course of their business, hold, have held and in the future may hold the Company’s securities for investment. Also, ING acts as liquidity provider for the trade in Ordinary Shares.
Rabobank holds 4,166,667 Cumulative Financing Preference Shares (see “Description of Share Capital – General Meeting”).
As a result of acting in the capacities described above, the Underwriters, the Subscription, Listing and Paying Agent and their respective affiliates may have interests that may not be aligned, or could potentially conflict, with (prospective) investors’ and the Company’s interests.
A group of funds managed by Orbis Investment Management Limited and/or its affiliates (together, the “Committed Shareholders”) are collectively one of the Company’s major shareholders (see “Major shareholders and related party transactions – Major Shareholders”).
Notice to investors
The distribution of this Prospectus and the offer, acceptance, delivery, transfer, exercise, purchase of, subscription for, or trade in the Offer Securities may be restricted by law in certain jurisdictions. Persons in possession of this Prospectus are required to inform themselves about and to observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction. This Prospectus may not be used for, or in connection with, and does not constitute, any offer to sell, or an invitation to purchase, any of the Offer Securities offered under the Offering in any jurisdiction in which such offer or invitation is not authorised or would be unlawful. Neither this Prospectus, nor any related materials, may be distributed or transmitted to, or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations.
The contents of this Prospectus are not to be considered or interpreted as legal, commercial, investment, financial or tax advice. Each prospective investor should consult his own stockbroker, bank manager, auditor or other financial, legal or tax advisers before making any investment decision with regard to the Offer Securities, to consider such investment decision in light of the prospective investor’s personal circumstances, and in order to determine whether or not such prospective investor is eligible to subscribe for the Offer Shares or to trade in the Rights.
As a condition to accept, deliver, transfer, exercise, purchase, subscribe for or trade in Offer Securities, each purchaser in order to be an Eligible Person will be deemed to have made, or, in some cases, be required to make, certain representations and warranties which will be relied upon by the Company, the Underwriters and others. The Company and the Underwriters reserve the right, in their sole discretion, to reject any purchase or subscription of Offer Securities that the Company or the Underwriters believe may give rise to a breach or violation of any law, rule or regulation. A more detailed description of restrictions relating to the Offering is contained in “Selling and Transfer Restrictions”.
Notice to investors in the United States
The Offer Securities have not been and will not be registered under the U.S. Securities Act, or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered, sold, pledged, delivered or otherwise transferred except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. Accordingly, the Offering is being extended (i) in the United States, to persons reasonably believed to be QIBs pursuant to Rule 144A or another exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act and applicable state securities laws, and (ii) outside the United States, in offshore transactions within the meaning of and in accordance with Regulation S. Any Offer Securities offered and sold in the United States will be subject to certain transfer restrictions as described in this Prospectus. By