Fugro successfully raises EUR 116 million through an accelerated bookbuild offering of new ordinary shares

Fugro N.V., hereinafter the “Company” or “Fugro”, announces it has successfully raised approximately EUR 116 million by issuing 10,319,036 new ordinary shares (the “New Shares”) at an offer price of EUR 11.25 per New Share (the “Offer Price”) through an accelerated bookbuilding (the “Offering”). The Offer Price represents a discount of 5.1% to the last closing price prior to the start of the Offering.

The Offering represented approximately 10% of the Company’s issued and outstanding share capital.

The Offering was supported by NN Investment Partners B.V. (acting in its capacity as asset manager for and on behalf of its affiliated clients in the Netherlands (all entities part of NN Group N.V.)), ASR Vermogensbeheer N.V. (acting in its capacity as asset manager for and on behalf of entities of ASR Nederland N.V.), Sterling Strategic Value SA-SICAV RAIF as well as Stichting Value Partners Family Office, (collectively, the “Pre-Committed Investors”) who together agreed to subscribe for over 50% of the deal size.

If closing of the Offering has not occurred on or before 29 July 2022, each Pre-Committed Investor is entitled to terminate its investment under their respective commitment letter.

The Company intends to use the net proceeds of the Offering, in conjunction with the previously disclosed new sustainability-linked bank financing arrangement, consisting of a EUR 200 million 3-year revolving credit facility and a EUR 200 million 3-year term loan (together, the “New Bank Financing”) to refinance existing indebtedness including a potential investor put of the 2024 Convertible Bond outstanding and for general corporate purposes.

In relation to the Offering, the Company is subject to a market customary lock-up period ending 180 calendar days after the closing of the Offering, subject to customary exceptions and waivable by the Joint Global Coordinators (as defined below). In relation to the Offering, each of the Pre-Committed Investors is subject to a market customary lock-up period ending 90 calendar days after the closing of the Offering.

Admission to listing and trading of the New Shares (on an “as-if-and-when-issued basis”) on Euronext Amsterdam is expected to take place on 28 July 2022. Delivery of the New Shares is envisaged for 28 July 2022. The New Shares will rank pari passu in all respects with the existing shares of the Company with the ISIN NL00150003E1.

No prospectus is required in respect of the Offering and no prospectus or similar document will be published in connection with the Offering.

Settlement and admission to listing and trading of the New Shares on Euronext Amsterdam are expected to take place on 28 July 2022.

ABN AMRO Bank N.V. in cooperation with ODDO BHF SCA, Barclays Bank Ireland PLC, Coöperatieve Rabobank U.A. in cooperation with Kepler Cheuvreux and ING Bank N.V. acted as Joint Global Coordinators and Joint Bookrunners (the “Joint Global Coordinators”) in the Offering. BNP Paribas acted as Joint Bookrunner (together with the Joint Global Coordinators, the “Joint Bookrunners”). Perella Weinberg Partners acted as financial advisor.

In addition, the Company will repurchase EUR 9 million in principal amount of the outstanding subordinated convertible bonds due 2024 via a private transaction. Any 2024 Bonds repurchased will be cancelled in accordance with the terms and conditions of the 2024 Bonds.

Settlement of the repurchase is expected on or around 28 July 2022.