This Offer expires at 17:40 hours CET, on 28 February 2020, unless extended
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OFFER MEMORANDUM
23 December 2019
RECOMMENDED CASH OFFER
by
REGGEBORGH HOLDING B.V.
FOR ALL THE ISSUED AND OUTSTANDING ORDINARY SHARES WITH A NOMINAL VALUE OF EUR 0.01 EACH IN THE CAPITAL OF
KONINKLIJKE VOLKERWESSELS N.V.
This offer memorandum (the Offer Memorandum) contains the details of the recommended public offer by Reggeborgh Holding B.V. (the Offeror), to all holders of issued and outstanding ordinary shares (the Shares and each a Share) with a nominal value of EUR 0.01 each in the share capital of Koninklijke VolkerWessels N.V. (VolkerWessels) (the holders of such Shares, the Shareholders), to purchase for cash their Shares on the terms and subject to the conditions and restrictions set forth in this Offer Memorandum (the Offer). All of the issued Shares are outstanding at the date of this Offer Memorandum.
This Offer Memorandum contains the information required by Article 5:76 of the Dutch Act on Financial Supervision (Wet op het financieel toezicht, the Wft) in conjunction with Article 8, paragraph 1 of the Dutch Decree on public offers Wft (Besluit openbare biedingen Wft, the Decree) in connection with the Offer. This Offer Memorandum has been reviewed and approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the AFM) as an offer memorandum under Article 5:76 of the Dutch Act on Financial Supervision on 23 December 2019.
The information required by Article 18, paragraph 2 of the Decree in connection with the Offer is included in the position statement of VolkerWessels (the Position Statement), which is also published on the date of this Offer Memorandum. The Position Statement, including all appendices thereto, does not form part of this Offer Memorandum and has not been reviewed or approved by the AFM prior to publication. The Position Statement will be reviewed by the AFM after publication.
Capitalised terms used in this Offer Memorandum have the meaning set out in section 4 (Definitions) or elsewhere in this Offer Memorandum. Capitalised terms used in the Dutch summary included in section 12 (Dutch language summary) have the meaning set out in section 12.2 (Nederlandse definities).
Shareholders tendering their Shares under the Offer will be paid on the terms and subject to the conditions and restrictions contained in this Offer Memorandum in consideration for each Share validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) and transferred (geleverd) an amount in cash of EUR 22.20 (twenty-two euro and twenty eurocents) cum dividend.
Due to the fact that VolkerWessels has paid an interim dividend of EUR 0.28 (twenty-eight eurocents) on 27 November 2019, the consideration per Share payable under the Offer has been adjusted accordingly to EUR 21.92 (twenty- one euro and ninety-two eurocents) cum dividend without interest and less mandatory withholding tax payable under Applicable Law (if any) (the Offer Price). In the event any further (interim) cash or share dividend or other distribution (each, a Distribution and collectively, the Distributions) on the Shares is declared by VolkerWessels on or prior to the Settlement Date (as defined below) whereby the record date for entitlement to such Distribution is on or prior to the Settlement Date, the Offer Price will be decreased by the full amount of any such Distribution made by VolkerWessels in respect of each Share (before any applicable withholding tax).
The management board (de raad van bestuur) of VolkerWessels (the Management Board) and the supervisory board (de raad van commissarissen) of VolkerWessels (the Supervisory Board, and together with the Management Board, the VolkerWessels Boards) unanimously support and recommend the Offer to the Shareholders for acceptance. Reference is made to section 6.7 (Decision making and Recommendation by the VolkerWessels Boards) and the Position Statement.
The Offer Period under the Offer will commence at 09:00 hours CET, on 24 December 2019 and will expire at 17:40 hours CET, on 28 February 2020, unless the Offeror extends the Offer Period in accordance with section 5.6 (Extension), in which case the closing date shall be the date on which the extended Offer Period expires (such initial or postponed date, the Closing Date). The Offeror will announce whether the Offer is declared unconditional (gestand wordt gedaan) within three Business Days following the Closing Date, in accordance with Article 16 of the Decree (the Unconditional Date).
Any Shares tendered on or prior to the Closing Date may not be withdrawn, subject to the right of withdrawal of any tender of Shares during the Offer Period in accordance with the provisions of Article 5b, paragraph 5, Article 15, paragraphs 3 and 8 and Article 15a paragraph 3 of the Decree.