Koninklijke BAM Groep nv announces approximately €125 million subordinated unsecured convertible bonds

Proceeds from the Offering will be used to repay the Company's existing subordinated loan and for general corporate purposes. The Offering is in line with BAM’s financing strategy to strengthen its balance sheet by lengthening the maturity and broadening the sources of its funding. The offering will improve BAM’s commercial position and support the execution of its strategy “Building the present, creating the future”.

The Bonds will be convertible into ordinary shares of BAM (the "Shares") with a nominal value of €0.10 each. Upon an insolvency event, the claims of holders of the Bonds against the Company will be subordinated to the Company’s senior payment obligations. The Bonds are expected to carry an annual coupon in the range of 3.00% and 3.75%, payable semi-annually in arrear on 13 June and 13 December, and a conversion premium of 30% to 35% over the volume weighted average price of the Shares quoted on Euronext in Amsterdam between opening of trading on 6 June 2016 and pricing.

The Bonds will be issued at 100% of their principal amount and, unless previously redeemed, converted or purchased and cancelled, the Bonds will be redeemed at their principal amount on or around 13 June 2021. Upon exercise of their conversion rights, holders will receive Shares at the then prevailing conversion price. The Company will have the option to call all but not some of the outstanding Bonds at their principal amount plus accrued but unpaid interest from 28 June 2019, if the value of the Shares underlying a Bond exceeds €130,000 for a specified period of time.

The Bonds are expected to be issued on or around 13 June 2016. Application will be made for the Bonds to be admitted to trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange within 30 days from the issue date.

The final terms of the Bonds are expected to be announced later today. 

Société Générale Corporate & Investment Banking and UBS Investment Bank are acting as Global Coordinators and Joint Bookrunners on the Offering, alongside ABN AMRO and ING as Joint Bookrunners.

About BAM

BAM is an established European construction group and unites operating Companies in five home markets with the administrative center in the Netherlands. BAM is active in the sectors of construction and mechanical and electrical services, civil engineering, property and public private partnerships. BAM has leading market positions in the Netherlands, Belgium, the United Kingdom, Ireland and Germany. The Group undertakes specialist construction and civil engineering projects in niche markets worldwide. One of BAM's prominent features is its widespread regional network of offices, meaning that the company is always close to its clients. In 2015 BAM had a revenue of €7.4 billion and employed approximately 21,000 people.

Further information:

• Press: Arno C. Pronk, + 31 (0)30 659 86 21
• Analysts: Joost van Galen, +31 (0)30 659 87 07

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.

THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.

THIS ANNOUNCEMENT IS DIRECTED AT AND IS ONLY BEING DISTRIBUTED IN THE UNITED KINGDOM TO (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”), (II) HIGH NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED FALLING WITHIN ARTICLE 49 OF THE ORDER, AND (III) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS COMMUNICATION MUST NOT BE READ, ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. BY READING THIS ANNOUNCEMENT, THE READER ACKNOWLEDGES THAT IT IS A PERSON EITHER (I) OUTSIDE THE UNITED KINGDOM OR (II) FALLING WITHIN ONE OF THE FOREGOING CATEGORIES.

IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (“EEA”), THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED ONLY AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC, AS AMENDED (WHICH INCLUDES THE AMENDEMENTS MADE BY DIRECTIVE 2010/73/EU TO THE EXTENT SUCH AMENDMENTS HAVE BEEN IMPLEMENTED IN A RELEVANT MEMBER STATE OF THE EEA) (THE “PROSPECTUS DIRECTIVE”) (“QUALIFIED INVESTORS”). ANY PERSON IN THE EEA WHO ACQUIRES THE BONDS IN ANY OFFER (AN “INVESTOR”) OR TO WHOM ANY OFFER OF THE BONDS IS MADE WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT IT IS A QUALIFIED INVESTOR. ANY INVESTOR WILL ALSO BE DEEMED TO HAVE REPRESENTED AND AGREED THAT ANY BONDS ACQUIRED BY IT IN THE OFFER HAVE NOT BEEN ACQUIRED ON BEHALF OF PERSONS IN THE EEA OTHER THAN QUALIFIED INVESTORS, NOR HAVE THE BONDS BEEN ACQUIRED WITH A VIEW TO THEIR OFFER OR RESALE IN THE EEA TO PERSONS WHERE THIS WOULD RESULT IN A REQUIREMENT FOR PUBLICATION BY THE COMPANY OR ANY OF THE JOINT BOOKRUNNERS OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE. THE COMPANY, THE JOINT BOOKRUNNERS AND ANY OF THEIR RESPECTIVE AFFILIATES, AND OTHERS WILL RELY UPON THE TRUTH AND ACCURACY OF THE FOREGOING REPRESENTATIONS AND AGREEMENTS.

THIS ANNOUNCEMENT CONTAINS CERTAIN OVERVIEW INFORMATION ONLY AND DOES NOT PURPORT TO SPECIFY THE MATERIAL TERMS OF THE BONDS OR TO IDENTIFY OR SUGGEST THE RISKS (DIRECT OR INDIRECT) WHICH MAY BE ASSOCIATED WITH AN INVESTMENT IN THE BONDS.

THIS ANNOUNCEMENT IS MADE BY, AND IS THE SOLE RESPONSIBILITY OF, THE COMPANY. THE JOINT BOOKRUNNERS WILL ACT ONLY FOR THE COMPANY AND FOR NO-ONE ELSE IN CONNECTION WITH ANY OFFERING OF THE BONDS, AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE JOINT BOOKRUNNERS OR FOR PROVIDING ADVICE IN RELATION TO ANY SUCH OFFERING. NEITHER THE JOINT BOOKRUNNERS NOR ANY OF THEIR RESPECTIVE AFFILIATES MAKES ANYREPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT AND NONE OF THEM ACCEPTS ANY RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT OR ANY MATTERS REFERRED TO HEREIN.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT TO BE RELIED UPON IN SUBSTITUTION FOR THE EXERCISE OF INDEPENDENT JUDGEMENT.  IT IS NOT INTENDED AS INVESTMENT ADVICE AND UNDER NO CIRCUMSTANCES IS IT TO BE USED OR CONSIDERED AS AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY ANY BONDS OR A RECOMMENDATION TO BUY OR SELL ANY BONDS. NEITHER THE JOINT BOOKRUNNERS NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPTS ANY LIABILITY ARISING FROM THE USE OF THIS ANNOUNCEMENT.

EACH OF THE COMPANY, THE BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY STATEMENT CONTAINED IN THIS ANNOUNCEMENT WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.

EACH PERSON READING THIS ANNOUNCEMENT SHOULD CONSULT HIS/HER PROFESSIONAL ADVISER TO ASCERTAIN THE SUITABILITY OF THE BONDS AS AN INVESTMENT.  IN ADDITION, HAVING READ THIS ANNOUNCEMENT, EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE BONDS FOR AN INDEFINITE PERIOD.  NONE OF THE COMPANY, THE JOINT BOOKRUNNERS NOR ANY OF THEIR RESPECTIVE AFFILIATES MAKES ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE BONDS FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT OR POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE BONDS OR (III) THE FUTURE PERFORMANCE OF THE BONDS EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.

IN CONNECTION WITH ANY OFFERING OF THE BONDS AND AT ANY TIME THEREAFTER, THE JOINT BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES MAY, FOR THEIR OWN ACCOUNT, BUY AND SELL BONDS AND/OR THE UNDERLYING SHARES AND/OR MAY ENTER INTO ASSET SWAPS, CREDIT DERIVATIVES OR OTHER DERIVATIVE TRANSACTIONS RELATING TO THE BONDS AND/OR THE UNDERLYING SHARES AT THE SAME TIME AS THE OFFER AND SALE OF THE BONDS OR IN SECONDARY MARKET TRANSACTIONS, SUBJECT TO APPLICABLE LAW. EACH OF THE JOINT BOOKRUNNERS OR ANY OF THEIR RESPECTIVE AFFILIATES MAY FROM TIME TO TIME HOLD LONG OR SHORT POSITIONS IN OR BUY AND SELL SUCH BONDS OR DERIVATIVES OR THE UNDERLYING SHARES. NO DISCLOSURE WILL BE MADE OF ANY SUCH POSITIONS EXCEPT AS MAY BE REQUIRED BY LAW.  IN ADDITION, EACH OF THE JOINT BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES MAY PERFORM SERVICES FOR, OR SOLICIT BUSINESS FROM, THE COMPANY OR ANY MEMBERS OF THE COMPANY'S GROUP, MAY MAKE MARKETS IN THE BONDS AND/OR ANY OTHER SECURITIES OF THE COMPANY OR ANY MEMBERS OF THE COMPANY'S GROUP AND/OR HAVE A POSITION OR EFFECT TRANSACTIONS IN ANY SUCH BONDS AND/OR OTHER SECURITIES.

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.        

This announcement is not an offer of securities in the United States of America or any other jurisdiction. The Bonds (and underlying shares) may not be offered or sold in the United States of America absent registration or exemption from registration under the U.S. Securities Act of 1933, as amended. Koninklijke BAM Groep N.V. does not intend to register the offer, in whole or in part, in the United States of America or to launch a public offering of securities in the United States of America.