Heijmans has the intention to cancel its cumulative financing preference shares A (Preference Shares A) not later than January 1, 2006 (dividend reset date). In order to finance the cancellation Heijmans will issue certificates of new ordinary shares today.
To finance the cancellation Heijmans will issue for approximately â¬45 million certificates of new ordinary shares that will be placed with domestic and foreign institutional investors. It is expected that the issue price and number of certificates of new ordinary shares to be issued will be determined on 23 March 2005. The share issue is being arranged by ING Corporate Finance.
The primary goal of the cancellation of the Preference Shares A in combination with the issue of certificates of new ordinary shares is that Heijmans, also under IFRS, strives for a well-balanced split between shareholders' equity and interest bearing debt. Under IFRS the shareholders' equity at the end of 2004 amounts to â¬287 million versus â¬457 million under NL GAAP. The interest bearing net debt at the end of 2004 amounts â¬485 million under IFRS versus â¬199 million under NL GAAP. The difference is mainly due to the treatment of cumulative preference shares as debt under IFRS (under NL GAAP, cumulative preference shares are treated as equity) and is extensively explained in the 2004 annual report, which is available on the website of Heijmans and also in printing from April 10. After the cancellation and the share issue the shareholders' equity amounts â¬332 million and the interest bearing net debt amounts â¬440 million under IFRS at the end of 2004.
Cancellation of the Preference Shares A and the issue of certificates of new ordinary shares will also simplify the capital structure of the company and will bring Heijmans' principle back in-line that, there is a balance between voting rights and the capital contribution per share. With the latter Heijmans also complies with the recommendations as formulated in the Corporate Governance Code.
The effect on the split in voting rights is as follows (after cancellation and issue):
Ordinary shares: 89.5% (before cancellation and issue: 66.3%)
Preference shares: 10.5% (before cancellation and issue: 33.7%)
Heijmans has also approximately â¬66 million of cumulative financing preference shares B outstanding with a dividend of 6.81%. These preference shares B have a dividend-reset date of January 1, 2009. At the moment Heijmans has no intention for early cancellation of these preference shares.
The cancellation of the Preference Shares A is conditional to the approval of Heijmans' shareholders at the Annual General Meeting of Shareholders on April 27, 2005.