TomTom N.V. ("TomTom") TomTom Announces Approximately 96% Take up in the Rights Offering

Tue Jul 14, 2009 1:59am EDT
 
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* Subscription period of TomTom Rights Offering ended 13 July 2009 at 15:00 hrs
(CET).
* 81,817,085 new ordinary shares subscribed for through the exercise of SETs,
representing a take up of approximately 96% in the Rights Offering.
* Rump Offering of 3,447,296 new ordinary shares to take place today.

AMSTERDAM--(Business Wire)--
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND IS NOT AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OR IN ANY
OTHER JURISDICTION.

TomTom today announces that, in connection with its 5 for 8 rights offering (the
"Rights Offering") of an aggregate of 85,264,381 new ordinary shares with a
nominal value of €0.20 each (the "Offer Shares") at an issue price of €4.21 per
Offer Share (the "Issue Price"), it has received subscriptions for
81,817,085Offer Shares through the valid exercise of transferable subscription
entitlements ("SETs") by eligible persons of such SETs. This represents a take
up of approximately 96% of the aggregate Offer Shares offered in the Rights
Offering. The SETs exercise period ended today at 15:00 hours (CET). 

Rump Offering

Today, the 3,447,296 Offer Shares that have not been subscribed for through the
exercise of SETs during the exercise period (the "Rump Shares") will be offered
for sale by ABN AMRO Bank N.V. (to be renamed The Royal Bank of Scotland N.V. in
due course), Deutsche Bank AG, London Branch, Goldman Sachs International, ING
Bank N.V. and Rabo Securities (the "Banks") by way of private placements with
institutional and professional investors in the Netherlands and certain other
jurisdictions at a price at least equal to the Issue Price and any expenses
related to procuring such subscribers (including any value added tax), in
accordance with the terms and conditions set out in an underwriting agreement
between TomTom and the Banks dated 15 June 2009 (the "Underwriting Agreement")
and as set out in the prospectus for the Rights Offering and the related private
placement dated 1 July 2009 (the "Prospectus") (the "Rump Offering"). 

The Banks shall, subject to the satisfaction of conditions contained in, and on
the terms of, the Underwriting Agreement, procure subscribers for or themselves
subscribe for any Offer Shares not sold in the Rump Offering. 

Upon completion of the Rump Offering, if the aggregate proceeds for the Rump
Shares offered and sold in the Rump Offering, after deduction of selling
expenses related to procuring such subscribers (including any value added tax)
exceed the aggregate Issue Price for such Rump Shares (such amount, the "Excess
Amount"), this Excess Amount will be paid in the following manner: 

Each holder of a SET that was not exercised at the end of the Exercise Period
will be entitled to receive a part of the Excess Amount in cash proportional to
the number of unexercised SETs reflected in such holder's securities account,
but only if that amount exceeds €0.01 per unexercised SET. 

If we have announced that an Excess Amount is available for distribution to
holders of unexercised SETs and you have not received payment thereof within a
reasonable time following the closing of the Rump Offering, you should contact
the financial intermediary through which you hold unexercised SETs. 

We cannot guarantee that the Rump Offering will be successfully completed.
Should the Rump Offering take place, neither we, the Banks, the Subscription
Agent, the Listing Agent, nor any purchaser of Rump Shares will be responsible
for any lack of Excess Amount arising from any placement of the Rump Shares in
the Rump Offering. 

The Excess Amount, if any, will be paid as soon as practicably possible after
the closing of the Rump 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. 

Allotment of the Offer Shares is expected to take place today. Trading in the
Offer Shares is expected to commence on Euronext Amsterdam by NYSE Euronext on
Friday 17 July 2009. Delivery of and payment for the Offer Shares is expected to
occur on Friday 17 July 2009. 

TomTom's ordinary shares are listed at Euronext Amsterdam in the Netherlands 

ISIN: NL0000387058 / Symbol: TOM2 

--- 

About TomTom

TomTom is a leading provider of navigation solutions and digital maps. In the
five years from the launch of its first personal navigation device ("PND") in
early 2004, close to 30 million people around the world have purchased a TomTom
PND, and over 45 million PNDs were powered by Tele Atlas digital maps. In
addition to producing PNDs, TomTom develops navigation systems and services for
car manufacturers, offers professional navigation solutions for commercial
vehicle fleets, and produces and sells digital maps and dynamic content. TomTom
believes that this range of products and services uniquely positions it to
deliver navigational products and services to a wide variety of different
customer groups. 

--- 

This document does not constitute an offer to sell, or the solicitation of an
offer to acquire or subscribe for, securities of TomTom in the United States,
Australia, Canada, Japan, their territories and possessions, or any other
jurisdiction in which such offer or sale of securities would be unlawful.

The securities of TomTom have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"). Accordingly, the
securities of TomTom may not be offered or sold in the United States absent
registration or an applicable exemption from registration under the Securities
Act. No public offering of the securities of TomTom is being made in the United
States.

No communication or information relating to any offer or sale of securities of
TomTom may be disseminated to the public in jurisdictions where prior
registration or approval is required for that purpose. No action will be taken
that would permit an offer of securities of TomTom in any jurisdiction where
action for that purpose is required, other than in The Netherlands.

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or
distributed, should inform themselves about, and observe such restrictions.

This announcement does not constitute a prospectus. Any offer to acquire
securities pursuant to a proposed offering will be made, and any investor should
make his investment, solely on the basis of information that is contained in the
Prospectus. Copies of the Prospectus may be obtained at no cost through the
website of Euronext Amsterdam N.V. (Dutch residents only) and the website of
TomTom.

This communication is directed only at (i) persons outside the United Kingdom,
subject to applicable laws, or (ii) within the United Kingdom, persons having
professional experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iii) within
the United Kingdom, high net worth companies, unincorporated associations and
partnerships and trustees of high value trusts as described in Article 49(2) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Any investment or investment activity to which this communication relates is
available only to and will be engaged in only with such persons. Persons within
the United Kingdom who receive this communication (other than persons falling
within (ii) and (iii) above) should not rely on or act upon this communication.

This document contains certain forward-looking statements relating to the
business, financial performance and results of TomTom and the industry in which
it operates. These statements are based on TomTom`s current plans, estimates and
projections, as well as its expectations of external conditions and events. In
particular the words "expect", "anticipate", "estimate", "may", "should",
"believe" and similar expressions are intended to identify forward looking
statements. Forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those in the
forward-looking statements. These include, but are not limited to: the level of
consumer acceptance of existing and new and upgraded products and services; the
growth of overall market demand for TomTom`s products or for personal navigation
products generally; TomTom`s ability to sustain and effectively manage its
recent rapid growth; and TomTom`s relationship with third party suppliers, and
its ability to accurately forecast the volume and timing of sales. Additional
factors could cause future results to differ materially from those in the
forward-looking.

[END] 





For more information on the Rights Offering and TomTom, please contact:
Richard Piekaar
ir@tomtom.com
+31 20 757 5194 



Copyright Business Wire 2009

 

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