Amsterdam, 23 July 2004 --- Draka Holding N.V. ("Draka") today announces that, in connection with its 7 for 10 SETs offering of 14,645,402 new ordinary shares (the "Offer Shares") at an issue price of EUR 10.24 (the "Issue Price") per Offer Share, it has received subscriptions for 13,911,807 Offer Shares through the exercise of transferable subscription entitlements ("SETs") by eligible holders of such SETs. This represents approximately 95.0% of the offering size of EUR 150 million.
Please note that the numbers included in this press release are subject to final confirmation by ABN AMRO Bank N.V. ("ABN AMRO"), the subscription agent.
Rump Offering
The SETs exercise period ended at 15.30 hours Central European time today. On 26 July 2004, ABN AMRO Rothschild, ING Bank N.V., Rabo Securities N.V. and Kempen & Co Corporate Finance B.V. (the "Share Placement Agents") will endeavor to procure purchasers of the Offer Shares not subscribed for through the exercise of SETs (the "Rump Shares") through private placements at a price per Rump Share which is at least equal to the total of the Issue Price and any expenses related to procuring such purchasers (including any value added tax) (the "Rump Offering"). The Rump Offering is expected to commence on 26 July 2004, and to end no later than 17:30 hours, Central European time, on 26 July 2004. Any Offer Shares not subscribed for through the exercise of SETs or sold by the Share Placement Agents in the Rump Offering will be subscribed for by Flint Holding N.V. and Parcom Ventures B.V. (the "Underwriters") at the Issue Price.
Upon completion of the Rump Offering, if the aggregate proceeds for the Rump Shares offered and sold in the Rump Offering, after deduction of any selling expenses (including any value added tax), exceed the aggregate Issue Price for such Rump Shares (such amount, the "Excess Amount"), each holder of a SET that was not exercised at the end of the exercise period for the SETs will be entitled to receive, except as noted below, a part of the Excess Amount in cash proportional to the number of unexercised SETs reflected in each such holder’s securities account (the ‘‘Unexercised SET Payment’’). If the Excess Amount divided by the total number of unexercised SETs is less than EUR 0.01 per unexercised SET, no payment will be made to holders of any unexercised SETs and, instead, any Excess Amount will be for the benefit of the Underwriters. Draka will not be entitled to receive any Excess Amount.
The Unexercised SET Payments, if any, will be distributed to holders of unexercised SETs as soon as practicable after the closing of the offering and will be credited to those holders through the facilities of Euroclear Nederland, Euroclear and Clearstream, Luxembourg. Payments will be made in euro only, without interest and after the withholding of any applicable taxes.
Neither Draka, the Share Placement Agents, ABN AMRO, the Underwriters, nor any other person procuring subscriptions for Rump Shares, will be responsible for any lack of Excess Amount arising from any sale of the Rump Shares in the Rump Offering.
Allotment of the Offer Shares is expected to be made on 26 July 2004. Closing of the offering is expected to take place on 29 July 2004.
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NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
For additional information, please contact:
Draka Holding N.V.:
Michael Bosman – Investor Relations Manager +31 20 568 9805
About Draka
Draka Holding N.V. ("Draka") is the holding company of a number of operating companies which are engaged worldwide in the development, production and sale of cable and cable systems. Draka’s operations are centred on its Telecommunication Cable and Systems Product Group and Low-Voltage and Special-Purpose Cable Product Group.
Draka has 59 operating companies in 25 countries in Europe, America and Asia (excluding Alcatel’s contributions to Draka Comteq). The company has a flat, decentralised organisational structure, in which the operating companies enjoy a large measure of independence and are accountable for their own net turnover and results.
In 2003 approximately 7,850 people were employed by Draka companies worldwide. Draka Holding N.V., the head office, is established in Amsterdam. In 2003, Draka achieved net turnover of € 1.4 billion, with a net result of € 11.2 million.
Draka Holding N.V. ordinary shares and subordinated convertible debentures are listed on Euronext Amsterdam. The company has been included in the Next150 index since 2001. Since 8 July 2002 options on Draka-shares have been traded on the Euronext Amsterdam Derivative Markets.
Disclaimer
This announcement is 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.
This announcement is not an offer of securities for sale or a solicitation of an offer to purchase securities in the United States. The securities offered in the offering may not be offered or sold in the United States unless registered under the US Securities Act of 1933 or pursuant to an exemption from registration. There will be no public offer of securities in the United States.
This announcement does not constitute, or form part of, an offer, or solicitation of an offer, to purchase or subscribe for any securities. Any offer to acquire Draka shares in the offering is made solely on the basis of information contained in the prospectus, which has been published in connection with the offering.
The offering is not being made, and no securities are to be offered or sold, in the United Kingdom other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses, or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (the ‘Regulations’).
This announcement is only made to persons falling within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the "Order") and other persons to whom it may lawfully be communicated in accordance with the Order (together, "relevant persons"). Only relevant persons may participate in the offering. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
Investors (i) taking up, delivering or otherwise transferring securities offered in the offering, (ii) exercising SETs or (iii) trading or otherwise dealing in such securities will be deemed to have made, and, in some cases, will be required to make, certain representations and warranties as to their status for securities law purposes (unless such requirement is waived). Details of these representations and warranties have been set out in the Prospectus.