, December 2, 2011

Rights issue Ordina starts 5 December


  • Rights issue of up to 23,937,026 new ordinary shares as part of the capital strengthening (as announced on 7 October 2011);
  • Issue price EUR 0.93 per new ordinary share;
  • Rights issue fully underwritten by Project Holland Fonds;
  • Record date 2 December 2011;
  • Subscription period from 5 December 2011 09:00 CET to 16 December 2011 16:00 CET;
  • Combined with a private placement of 13,202,759 shares with Project Holland Fonds for an issue price of EUR 0.93 per share.
  • Ordina's reviewed Q3 2011 figures are available in the Prospectus 

Stépan Breedveld, CEO Ordina:

“The rights issue is an important step in coming to a robust future-proof financing structure. With the proceeds of the rights issue, we are able to significantly lower our debt and related interest costs. During the past few months we have worked hard to build a strong financial foundation for Ordina. We can now focus on the market and our customers.”

Details rights issue and private placement

Ordina announces the issue of up to 23,937,026 new ordinary shares in the capital of Ordina N.V., with a nominal value of EUR 0.10 each (the Offer Shares) at an issue price of EUR 0.93 (the Issue Price) for each Offer Share, in an offering to existing holders of ordinary shares in the capital of Ordina, with a nominal value of EUR 0.10 (the Ordinary Shares), by granting them transferable subscription entitlements (the Rights) to subscribe for Offer Shares (the Offering). Ordina also announces the admission to listing and trading on NYSE Euronext in Amsterdam (Euronext Amsterdam) of (i) the Rights and Offer Shares and (ii) 13,202,759 new ordinary shares in the capital of Ordina (the Private Placement Shares) in a private placement (the Private Placement) to Project Holland Deelnemingen B.V. (Project Holland Fonds) (the Listing).


If, as a consequence of the Offering or the Private Placement, Project Holland Fonds would obtain a stake in Ordina's share capital of more than 29.9%, Project Holland Fonds will instead subscribe for such a number of warrants (the Warrants) that equals the number of Offer Shares and/or Private Placement Shares that exceeds 29.9%. Project Holland Fonds will subscribe for the Warrants against an issue price of EUR 0.83 for each Warrant. As a result, Project Holland Fonds will not hold more than 29.9% of the Ordinary Shares and might hold Warrants in addition.

Use of proceeds

Ordina will use the net proceeds of the share issue completed on 12 October 2011, the Offering and the Private Placement to repay in part its existing EUR 120 million senior committed facility, EUR 44 million (in balance sheet EUR 43.6 million reflecting the effective interest method) on or about 22 December 2011. The remaining outstanding amount under the existing EUR 120 million senior committed facility, approximately EUR 5.8 million, will be repaid in cash held by the Company. The new EUR 55 million term and revolving facilities are earmarked to be used to (i) repay the Orange Loan (approximately EUR 27.5 million (in balance sheet EUR 26.5 million reflecting the impact of the effective interest method) outstanding per 30 September 2011) in or before February 2012, subject to a 5% prepayment penalty (which will be paid in cash held by Ordina), and (ii) general corporate and working capital purposes of the Ordina group.

Key features of the Offering

The most important features of the Offering as described here, are subject to the conditions as set out in the English language prospectus (the Prospectus) relating to the Offering, which will be available from today. This Prospectus has been approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) on 1 December 2011.

Record Date and granting of Rights

Each Ordinary Share held immediately after the close of trading in Ordinary Shares on Euronext Amsterdam at 17:40, Central European Time (CET), on 2 December 2011 (the Record Date) will entitle its holder to one (1) Right. Subject to applicable securities laws and the terms set out in the Prospectus, each existing shareholder that is an Eligible Person (as defined in the Prospectus) will be entitled to subscribe for seven (7) Offer Shares for every 16 Rights held against payment of the Issue Price per Offer Share.

Exercise Period

Eligible Persons may, subject to applicable securities laws, subscribe for Offer Shares by exercising Rights from 09:00 CET on 5 December 2011 until 16:00 CET on 16 December 2011 (the Exercise Period). Rights that are not exercised during the Exercise Period will lapse without value and the holder of such Rights will not be entitled to any compensation. Exercised Rights cannot be revoked or modified, except for certain circumstances as set out in the Prospectus. The statutory pre-emptive rights (wettelijke voorkeursrechten) of the holders of Ordinary Shares in respect of the Offering and the Private Placement have been excluded.

Trading in Rights

Application has been made for the admission to listing and trading of the Rights, the Offer Shares and the Private Placement Shares on Euronext Amsterdam. Ordina expects that the Rights will be admitted to listing and trading on Euronext Amsterdam and that trading will commence at 09:00 CET on 5 December 2011 and will end at 13:00 CET on 16 December 2011. The Rights will be traded under the symbol "ORDR", barring unforeseen circumstances.
Ordina expects that the Offer Shares and Private Placement Shares will be admitted to listing and trading on Euronext Amsterdam and that trading will commence at 09:00 CET on or about 22 December 2011 under the current symbol "ORDI", barring unforeseen circumstances.
The Rights, Offer Shares and Private Placement Shares will be delivered through the book-entry systems of Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. trading as Euroclear Nederland (Euroclear Nederland), in accordance with its normal settlement procedures applicable to equity securities.

Offer Shares not subscribed for by the exercise of Rights

After expiry of the Exercise Period, the Offer Shares that have not been subscribed for by the exercise of Rights during the Exercise Period (the Remaining Offer Shares) will, subject to certain conditions, be subscribed for by Project Holland Fonds at the Issue Price per Remaining Offer Share. Shareholders are warned that unexercised Rights will lapse without value.

Time schedule (Subject to interim changes)

The timetable below lists certain expected key dates for the Offering and the Private Placement.

Record Date - 17:40 CET, on 2 December 2011
Ex-Rights trading in the Ordinary Shares commences on Euronext Amsterdam  - 09:00 CET on 5 December 2011
Exercise Period commences  - 09:00 CET on 5 December 2011
Trading in the Rights commences on Euronext Amsterdam - 09:00 CET on 5 December 2011
Trading in the Rights ceases on Euronext Amsterdam - 13:00 CET on 16 December 2011
End of Exercise Period - 16:00 CET on 16 December 2011
Allotment of the Offer Shares - 16 December 2011
Issuance of, payment for and delivery of the Offer Shares and Private Placement Shares - 22 December 2011
Listing of, and start of trading in, the Offer Shares and listing of the Private Placement Shares on Euronext Amsterdam - 09:00 CET on 22 December 2011


ING acts as Sole Global Coordinator in the Offering.

Q3 2011 figures

Ordina's reviewed Q3 2011 figures have been prepared and are available in the Prospectus.

Further information

For further details on the Offering, referral is made to the Prospectus, which is available from today. The Prospectus can be viewed (by Dutch citizens only) through the websites of Ordina N.V. (, Euronext Amsterdam N.V. ( and AFM (

About Ordina

Ordina is a specialist knowledge provider. Our coherent offering of consulting, ICT and application outsourcing services helps lay the foundation for our clients’ future success. Ordina assists clients in achieving their strategic targets, and resolving social and ethical issues. Our knowledge of the local market and business processes, combined with our inventive approach to ICT solutions, enables clients to boost their competitive ability and their strength. Our professionals, who work in multidisciplinary teams, forge close ties with clients. We provide our services in the Benelux to organisations operating in finance, the public sector, healthcare and industry. Ordina N.V. was incorporated in 1973. Its shares are listed on Amsterdam's Euronext Stock Exchange, where they are included in the Midkap Index.

More information

Ordina N.V.
Pieter Schaffels, Director of Corporate Communications & Investor Relations
Tel: +31 (0)30 663 7402

In case of any discrepancies between this version and the original Dutch version, the Dutch version prevails.

This document contains pronouncements forecasting the future financial performance of Ordina N.V. and outlines specific plans, targets and ambitions based on current insights. Obviously, such forecasts are not without risk; they entail a relative degree of uncertainty since no guarantees exist on future circumstances. There are many factors that could potentially affect the actual performance and forecasts, causing them to deviate from the situation described in this document. Such factors include: general economic trends, the pace of the globalisation of the consulting, ICT and application outsourcing markets, the growing number of projects with bottom-line responsibility, scarcity on the labour market, and future acquisitions and disposals.

These materials are 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.

These materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities of Ordina N.V. (the "Issuer", and such securities, the "Securities") in the United States 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.

The Securities are not and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") and will also not be registered with any authority competent with respect to securities in any state or other jurisdiction of the United States of America. The Securities may not be offered or sold in the United States of America without either registration of the securities or an exemption from registration under the US Securities Act being applicable. The Company has registered no part of the offering of the Securities in the United States of America or any other jurisdiction, nor has it the intention to do so. The Company has no intention to make a public offering of Securities in the United States.

The Issuer has not authorised any offer to the public of Securities in any Member State of the European Economic Area other than the Netherlands. With respect to any Member State of the European Economic Area, other than the Netherlands, and which has implemented the Prospectus Directive (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (ii) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the securities, 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" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.

No action has been taken by the Issuer that would permit an offer of Securities or the possession or distribution of these materials or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required.

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

An offer to acquire Securities pursuant to the proposed offering will be made, and any investor should make his investment, solely on the basis of information that will be contained in the prospectus to be made generally available in the Netherlands in connection with such offering. When made generally available, copies of the prospectus may be obtained at no cost from the Issuer, ING Bank N.V. ("ING") or through the website of Euronext Amsterdam and/or the Issuer.

ING exclusively acts for the Issuer and no-one else in connection with any offering of Securities and will not be responsible to anyone other than the Issuer for providing the protections afforded to the customers of ING or for providing advice in relation to any offering or any transaction or arrangement referred to herein.