Tele Atlas N.V.
Tele Atlas N.V. ANNOUNCES LAUNCH OF GLOBAL OFFERING OF UP TO 25,680,535 SHARES
Ad hoc announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
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8 November, 2005, ‘S-HERTOGENBOSCH – Tele Atlas N.V., a leading provider of
digital map data, announces today an offering of up to 25,680,535 ordinary
shares (the “Offering”) representing in aggregate approximately 33.7 % of the
issued share capital of Tele Atlas N.V. (“Tele Atlas” or the “Company”)
immediately prior to the Offering.
Details of the Offering:
-The Offering comprises up to 7,704,161 new ordinary shares offered by the
Company (the “New Shares”) and up to 17,976,374 existing ordinary shares
offered by IAM, Oak Investment Partners, New Enterprise Associates (NEA),
Robert Bosch GmbH, Meritech, TeleSoft Partners and Stanford University (the
“Existing Shares”, and together with the New Shares, the “Sale Shares”)
-In connection with the Offering, the selling shareholders, other than IAM,
have granted the underwriters an option pursuant to which the underwriters may
require such selling shareholders to sell up to 3,852,080 additional existing
ordinary shares
-The Offering consists of a public offering in The Netherlands (including to
certain institutional investors) and an international offering to certain
institutional investors
-Tele Atlas intends to apply for the ordinary shares to be listed and admitted
to trading on Eurolist by Euronext Amsterdam under the symbol “TA”. Tele
Atlas also intends to apply for admission of the New Shares, and of the
existing ordinary shares which have not yet been listed on the FSE, to listing
on the Prime Standard Segment of the regulated market of the Frankfurt Stock
Exchange
-The subscription period commences on 9 November 2005 and the Offering is
expected to price on or around 17 November 2005. The timing of closing of the
books will be at the discretion of the joint global co-ordinators and joint
bookrunners; who reserve the right to accelerate the pricing of this
transaction or to extend the subscription period
-Immediately prior to the closing of the Offering, all the preferred shares
held by certain selling shareholders will convert into ordinary shares.
Immediately after the closing of the Offering, the warrants held by certain
selling shareholders will automatically be exercised for ordinary shares
-The Offering is expected to increase the Company’s free float from
approximately 21.5% immediately prior to the Offering, to approximately 47.1%
immediately after the Offering (assuming no exercise of the underwriters’
option) and therefore is expected to increase trading liquidity and visibility
of the Company’s ordinary shares in the capital markets
-The Company intends to raise approximately EUR150 million of gross proceeds
from the issue of the New Shares in the Offering. The Company intends to use
the net proceeds for general corporate purposes, including the acquisition of
underlying map data in the territories in which it is planning to expand its
coverage, international expansion generally, the acquisition or investment in
businesses, products or technology that complement its business and growth
strategy and for working capital.
Goldman Sachs, Lehman Brothers and Morgan Stanley are acting as joint global
co-ordinators and joint book-runners for the Offering. Fortis Bank is acting
as lead manager.
For further information, please contact:
Tele Atlas
Jasper Vredegoor, Investor Relations manager
Tel.: +31 (73) 640 21 70, Fax: +31 (73) 640 21 22
investor.relations@teleatlas.com
M:Communications
Sarah Hamilton
+44 7836 295 291
This announcement is not an offer to sell or a solicitation of any offer to
buy the securities of Tele Atlas N.V. (the “Company”, and such securities, the
“Securities”) in the United States, Germany or in any other jurisdiction.
The Securities have not been and will not be registered under the US
Securities Act of 1933, as amended (the “Securities Act”) and may not be
offered or sold in the United States unless registered under the Securities
Act or an exemption from such registration is available. No public offering
of Securities of the Company is being made in the United States or in Germany.
The 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 made generally available
in The Netherlands in connection with such offering. Copies of the prospectus
may be obtained at no cost from the Company or Fortis Bank (Nederland) N.V. or
through the websites of the Company and Euronext Amsterdam (Dutch residents
only).
All investment is subject to risk. The value of the securities offered may go
down as well as up. Past performance is no guarantee of future returns.
Potential investors are advised to seek expert financial advice before making
any investment decision.
Certain statements in this announcement are forward-looking statements. Such
statements are based on current expectations and are subject to a number of
risks and uncertainties that could cause actual results or events to differ
materially from those expressed or implied by the forward-looking statements,
including the general level of customer demand for digital map data, personal
navigation products or automotive navigation systems; the continued
maintenance of our customer relationships with key customers from whom we
derive a significant proportion of our revenues; our ability to effectively
compete with our competitors; and our ability to maintain or update our
database.
TELE ATLAS N.V.
Reitscheweg 7F
NL-5232 BX `s-Hertogenbosch
Netherlands
ISIN: NL0000233948 (TecDAX)
WKN: 927101
Listed: Geregelter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin-
Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart
End of ad hoc announcement (c)DGAP 08.11.2005
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