Boskalis successfully raises EUR 320 million through equity offering

Fri Jan 11, 2013 2:01am EST

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THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA

Papendrecht, 11 January 2013
 Royal Boskalis Westminster N.V. (Boskalis) has successfully raised EUR 320 million of equity at a
price of EUR 33.00 per ordinary share. A total number of 9,696,969 new ordinary shares (the
Shares) were placed, 4,896,180 through an accelerated bookbuild offering (the ABB Offering) and
4,800,789 through a private placement (the Private Placement) with HAL Investments and Project
Holland Fund. 
The net proceeds of the equity offering will be used to partly finance the public offer for
Dockwise Ltd. (see press releases 26 November 2012, 21 December 2012, 24 December 2012 and 8
January 2013).

Allocation of the Shares has taken place today, 11 January 2013. Settlement of the ABB Offering
and the Private Placement and the admittance of the Shares to listing and trading on NYSE Euronext
in Amsterdam is expected to take place on 16 January 2013.

After settlement of the ABB Offering and the Private Placement, Boskalis' total number of
outstanding shares will amount to 116,980,648 shares.

ABN AMRO and ING, are acting as Joint Global Coordinators and Joint Bookrunners for the ABB
Offering. Kempen & Co is acting as placing agent of the Private Placement and advisor to Boskalis
in the context of the Offering.

This announcement is made pursuant to Section 5:25i paragraph 2 of the Dutch Financial Supervision
Act.

FOR FURTHER INFORMATION

Investor Relations & Press:
Martijn L.D. Schuttevâer
ir@boskalis.com 

T +31 78 6969310
F +31 78 6969020

Background information:
Royal Boskalis Westminster N.V. is a leading global services provider operating in the dredging,
maritime infrastructure and maritime services sectors. The company provides creative and
innovative all-round solutions to infrastructural challenges in the maritime, coastal and delta
regions of the world with the construction and maintenance of ports and waterways, land
reclamation, coastal defense and riverbank protection. In addition, Boskalis offers a wide variety
of marine services and contracting for the offshore energy sector including subsea, transport and
heavy lift (through Boskalis Offshore) and towage and salvage (through SMIT). It also has
strategic partnerships in the Middle East (Archirodon) and in terminal services (Smit Lamnalco).
With a versatile fleet of over 1,100 units Boskalis operates in around 75 countries across six
continents. Including its share in partnerships, Boskalis has approximately 14,000 employees.

 

This press release can also be found on our website www.boskalis.com http://www.boskalis.com/ .

Some of the statements contained in this release that are not historical facts are statements of
future expectations and other forward-looking statements based on management's current views and
assumptions and involve known and unknown risks and uncertainties that could cause actual results,
performance, or events to differ materially from those in such statements. Such forward-looking
statements are subject to various risks and uncertainties, which may cause actual results and
performance of Boskalis business to differ materially and adversely from the forward-looking
statements. Certain such forward looking statements can be identified by the use of
forward-looking terminology such as "believes", "may", "will", "should", "would be", "expects" or
"anticipates" or similar expressions, or the negative thereof, or other variations thereof, or
comparable terminology, or by discussions of strategy, plans, or intentions. Should one or more of
these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual
results may vary materially from those described in this release as anticipated, believed, or
expected. Boskalis does not intend, and does not assume any obligation, to update any industry
information or forward-looking statements set forth in this release to reflect subsequent events
or circumstances, except as required by law.

The Joint Bookrunners are acting exclusively for Boskalis and for no one else in connection with
the Offering and will not be responsible to anyone other than Boskalis for providing the
protections afforded to the customers of the Joint Bookrunners or for providing advice in relation
to the Offering or any transaction or arrangement referred to herein. No prospectus has been or
will be published in connection with the Offering or the admission to listing and trading of the
Shares on Euronext Amsterdam by NYSE Euronext. The Offering is subject to the placement agreement
entered into between the Joint Bookrunners and Boskalis becoming unconditional and to such
agreement not being terminated otherwise in accordance with its terms.

This press release is for information purposes only and is not intended to constitute, and should
not be construed as, an offer to sell or a solicitation of any offer to buy Shares in the United
States, Australia, Canada, Japan, South Africa or in any other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of such jurisdiction, and the distribution of this
communication in jurisdictions may be similarly restricted. This press release should not be
regarded as an opinion or recommendation concerning the purchase or sale of Shares or other
securities issued by Boskalis. Persons into whose possession this communication comes should
inform themselves about and observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such jurisdictions.

The Shares have not been and will not be registered under the US Securities Act of 1933, as
amended (the "US Securities Act") and may not be offered or sold in the United States absent
registration or an exemption from registration. Boskalis does not intend to register any portion
of the Offering in the United States or to conduct a public offering of securities in the United
States. No money, securities or other consideration is being solicited and, if sent in response to
the information contained herein, will not be accepted.

In relation to each Member State of the European Economic Area which has implemented the
Prospectus Directive (as defined below) (each, a "Relevant Member State"), with effect from and
including the date on which the Prospectus Directive is implemented in that Relevant Member State
(the "Relevant Implementation Date"), the Offering will not be made to the public in that Relevant
Member State, except, with effect from and including the Relevant Implementation Date:

(i) to any legal entity which is a qualified investor as defined under the Prospectus Directive;

(ii) at any time to fewer than 100, or if the Relevant Member State has implemented the relevant
provisions of the 2010 PD Amending Directive, 150, natural or legal persons in the Relevant Member
State (other than qualified investors as defined in the Prospectus Directive); or

(iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, 

provided that no such Offering shall result in a requirement for the publication by Boskalis or
any Joint Bookrunner of a prospectus pursuant to Article 3 of the Prospectus Directive 

For the purposes of this provision and when used elsewhere in this announcement, the expression an
"offer of Shares to the public" in relation to any Shares in any Relevant Member State means the
communication in any form and by any means of sufficient information on the terms of the offer and
the Shares to be offered so as to enable an investor to decide to purchase or subscribe for the
Shares, as the same may be varied in that Member State by any measure implementing the Prospectus
Directive in that Member State and the expression "Prospectus Directive" when used in this
announcement means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in the Relevant Member State) and includes any relevant
implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive
means Directive 2010/73/EU.
 This document is only being distributed to and is only directed at: (i) persons who are outside
the United Kingdom to whom it may lawfully be distributed; or (ii) to investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Order"); or (iii) high net worth entities, and other persons to whom it may
lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons
together being referred to as "Relevant Persons"). The Shares are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise acquire the Shares will be
engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or
rely on this document or any of its contents. 
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information contained therein.

Source: Koninklijke Boskalis Westminster N.V. via Thomson Reuters ONE


HUG#1669739

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