This is a joint press release by Koninklijke Boskalis Westminster N.V. and HAL Holding N.V. This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful. Capitalised terms used but not otherwise defined in this press release have the same meaning as given thereto in the offer memorandum dated 23 June 2022 .
With reference to the joint press release dated 20 September 2022, HAL and Boskalis jointly announce that, in connection with HAL holding more than 95% of the issued and outstanding ordinary shares in Boskalis following completion of the Offer, Euronext Amsterdam N.V. has been requested to approve the delisting of the Shares from Euronext Amsterdam, envisaged to occur shortly following the Post-Settlement EGM to be held on 7 November 2022.
As announced in the joint press release of 20 September 2022, HAL will commence statutory buy-out proceedings in the fourth quarter of 2022 to acquire the remaining outstanding Shares.
Following the Post-Settlement EGM and with effect as per Delisting, the current articles of association of Boskalis will be amended. Reference is made to the agenda and explanatory notes thereto for the Post-Settlement EGM, as posted on the website of Boskalis (www.boskalis.com).
In light of the Delisting, Stichting Continuïteit KBW has agreed to cooperate with the termination of the agreement between Boskalis and Stichting Continuïteit KBW pursuant to which Boskalis has granted a call option to Stichting Continuïteit KBW and the cancellation of such option upon Delisting. Furthermore, Boskalis shall commence to provide information to HAL to enable it to satisfy their ongoing financial reporting and consolidation requirements. Reference is made to Section 5.9(e) (Provision of information to satisfy HAL Obligations) of the Offer Memorandum.