Imtech announces initial take-up of 51.31% in rights offering; rump offering starts with immediate effect

Royal Imtech N.V. ("Royal Imtech") announces that, in connection with its 131 for 1 rights offering of 60,082,154,924 new ordinary shares with a nominal value of 0.01 euro each in the share capital of Royal Imtech (the "Offer Shares") at an issue price of 0.01 euro per Offer Share (the "Issue Price") (the "Rights Offering"), it has received subscriptions for 30,825,753,314 Offer Shares through the valid exercise of transferable subscription rights ("Rights"). This represents an initial take-up of approximately 51.31% of the Offer Shares. Given this initial take-up number, we will use 117 million euro to fund debt purchases at an average weighted price of approximately 79%, as announced on 7 October 2014.

Rump offering

The Rights exercise period ended at 17:40 CEST on 22 October 2014. Starting today, the 29,256,401,610 Offer Shares that were issuable upon the exercise of Rights, but have not been subscribed for during the exercise period (the "Rump Shares"), will be offered for sale by ING, Rabobank, COMMERZBANK and ABN AMRO (the "Underwriters") by way of private placements to institutional investors in the Netherlands and certain other jurisdictions at a price at least equal to the Issue Price (the "Rump Offering", and together with the Rights Offering, the "Offering").

The Underwriters, severally and not jointly, will pro rata to their respective underwriting commitments, at the Issue Price subscribe and pay for (i) any Offer Shares subscribed for in the Rights Offering but not paid for by such subscribers on the Settlement Date (as defined below), and (ii) any Rump Shares not sold in the Rump Offering, or sold but not paid for on the Settlement Date (as defined below), in accordance with the terms and subject to the conditions of the underwriting agreement entered into between the Underwriters and Royal Imtech as amended from time to time (the "Underwriting Agreement"). The Rump Offering will commence with immediate effect and is expected to end no later than 17:40 CEST tomorrow.

Upon the 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 (and any applicable taxes, including any value added tax), exceed the aggregate issue price for such Rump Shares (such amount, the "Excess Amount"), each holder of a Right that was not exercised at the end of the Exercise Period will be entitled to receive, except as noted below, a part of the Excess Amount.

Such holder will be entitled to receive such part of the Excess Amount in cash pro rata to the number of unexercised Rights reflected in such holder's securities account (the "Unexercised Rights Payment"), but only if that amount exceeds 0.01 euro per unexercised Right. Royal Imtech will issue a separate press release to announce if any Unexercised Rights Payment is available for distribution to holders of unexercised Rights.

Royal Imtech and the Underwriters cannot guarantee that the Rump Offering will be successfully completed. Neither Royal Imtech, nor the Underwriters, nor ABN AMRO Bank N.V. as Subscription, Listing and Paying Agent nor any person procuring purchases for the Rump Shares, will be responsible for any lack of Excess Amount arising from any placement of the Rump Shares in the Rump Offering.

Allotment of the Offer Shares is expected to take place on 24 October 2014. Issuance of, payment for and delivery of the Offer Shares is expected to occur on 27 October 2014 (the "Settlement Date"). Royal Imtech expects that the Offer Shares will be listed and that trading in the Offer Shares will commence on Euronext Amsterdam on 27 October 2014, barring unforeseen circumstances.