Tele Atlas a Nd E Ur One Xt a M St E R D a M L I St N — Ing T Ele a T L a S
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200 5 G lo ba l 2005 Global Offer and Euronext O ff e Amsterdam Listing — Tele Atlas r a nd E ur one xt A m st e r d a m L i st ing — T ele A t l a s © Copyright 2005. All rights reserved. 7NOV200511383477 Tele Atlas NV (a limited liability company incorporated under the laws of The Netherlands, with its corporate seat in Amsterdam) Global Offer of up to 25,680,535 ordinary shares with a nominal value of E0.10 per Share Up to 7,704,161 new ordinary shares (the ‘‘New Shares’’) are being offered by Tele Atlas NV (‘‘Tele Atlas’’) and up to 17,976,374 existing ordinary shares (the ‘‘Existing Shares’’ and, together with the New Shares, the ‘‘Shares’’) are being offered by Bosch, IAM, Meritech, NEA, Oak, TeleSoft and Stanford University (collectively, the ‘‘Selling Shareholders’’) in the offering (the ‘‘Global Offer’’). The Global Offer consists of a public offering in The Netherlands (including to certain institutional investors) and an international offering to certain institutional investors. We will receive the net proceeds from the sale of the New Shares but will not receive any proceeds from the sale of Existing Shares, all of which will be paid to the Selling Shareholders. We intend to apply for admission of our ordinary shares to trading on the Stock Market of Euronext Amsterdam NV (‘‘Euronext Amsterdam’’) and to list all of our ordinary shares on Euronext Amsterdam NV’s Eurolist by Euronext (‘‘Eurolist by Euronext’’) under the symbol ‘‘TA’’. We expect that trading in our ordinary shares on Euronext Amsterdam will commence on or about 18 November 2005 (the ‘‘Euronext Listing Date’’) on an ‘‘as-if-and-when-issued’’ basis and that delivery will take place on or about 22 November 2005 (the ‘‘Settlement Date’’). If closing of the Global Offer does not take place on the Settlement Date or at all, the Global Offer will be withdrawn, all subscriptions for the Shares will be disregarded, any allotments made will be deemed not to have been made, any subscription payments made will be returned without interest or other compensation and all transactions in our ordinary shares on Euronext Amsterdam will be cancelled. All dealings in our ordinary shares prior to settlement and delivery are at the sole risk of the parties concerned. Euronext Amsterdam NV does not accept any responsibility or liability for any loss or damage incurred by any person as a result of the listing and trading of our ordinary shares on an ‘‘as-if-and-when-issued’’ basis as from the Euronext Listing Date until the Settlement Date. Prior to the Global Offer, our ordinary shares have been traded on the Prime Standard Segment of the regulated market (Geregelter Markt) of the Frankfurt Stock Exchange (the ‘‘FSE’’). We intend to apply for admission of the New Shares, and of the 35,276,329 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 FSE. We expect that listing of the New Shares and the existing ordinary shares not yet listed on the FSE will occur on or about 22 November 2005 (the ‘‘FSE Listing Date’’), and that such New Shares and existing ordinary shares will be included into trading of the ordinary shares already admitted on the FSE on or about 23 November 2005. The closing price of our ordinary shares on the FSE on 4 November 2005 was A19.47. See ‘‘Risk Factors’’ beginning on page 11 to read about factors that should be considered before buying Shares. Offer Price: To be determined The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the ‘‘Securities Act’’). The Shares are being offered and sold in the United States only to ‘‘qualified institutional buyers’’ (‘‘QIBs’’) in reliance on Rule 144A under the Securities Act (‘‘Rule 144A’’). Prospective purchasers that are QIBs are hereby notified that sellers of the Shares may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of restrictions on offers, sales and transfers of the Shares and the distribution of this Prospectus in other jurisdictions, see ‘‘Selling and Transfer Restrictions’’. The Selling Shareholders, other than IAM, have granted to Goldman Sachs International, Lehman Brothers, Morgan Stanley and Fortis Bank (collectively, the ‘‘Underwriters’’) an option (the ‘‘Underwriters’ Option’’) exercisable within 30 calendar days after the Allotment Date pursuant to which the Underwriters may require such Selling Shareholders to sell up to 3,852,080 additional existing ordinary shares at the Offer Price. Delivery of the Shares is expected to take place on or about 22 November 2005 through the book-entry facilities of Nederlands Centraal Instituut voor Giraal Effectenverkeer BV (‘‘Euroclear Netherlands’’) and Clearstream Banking, societ´ e´ anonyme, Luxembourg (‘‘Clearstream Luxembourg’’), in accordance with their normal settlement procedures applicable to equity securities and against payment for the Shares in immediately available funds. The number of Shares offered in the Global Offer can be increased prior to the Settlement Date. Any increase in the maximum number of Shares being offered in the Global Offer will be announced in a press release. The actual number of Shares offered in the Global Offer and the Offer Price will be determined after taking into account the conditions described under ‘‘The Global Offer’’ and by reference to the factors set forth on pages 133 and 134, and will be deposited with the Netherlands Authority for the Financial Markets (Autoriteit Financi¨ele Markten) (‘‘AFM’’) and published in a pricing statement on or about 17 November 2005. Any acceleration or extension of the timetable for the Global Offer will be announced in a press release at least two hours before the proposed expiration of the accelerated timetable for the Global Offer or, in the event of an extended timetable for the Global Offer, at least two hours before the expiration of the original timetable for the Global Offer. Any extension of the timetable for the Global Offer will be for a minimum of one full business day. This document constitutes a prospectus for the purposes of Article 3 of the Directive 2003/71/EC (‘‘Prospectus Directive’’) and has been prepared in accordance with Article 3 of the Dutch Securities Act 1995 (Wet Toezicht Effectenverkeer 1995) as amended by the Act of 23 June 2005 and the rules promulgated thereunder. This Prospectus has been approved by and filed with the AFM and the approved Prospectus will be notified by the AFM to the German Financial Services Supervisory Authority (Bundesanstalt fur¨ Finanzdienstleistungsaufsicht—BaFin). Joint Global Coordinators and Joint Bookrunners Goldman Sachs International Lehman Brothers Morgan Stanley Lead Manager Fortis Bank Financial Advisor to the Issuer Atlas Advisors LLC Prospectus dated 7 November 2005 TABLE OF CONTENTS Page Summary ................................................................ 1 Risk Factors .............................................................. 11 Important Information ....................................................... 27 Forward-looking Statements ................................................... 29 Dividend Policy ............................................................ 30 Exchange Rates ........................................................... 31 Use of Proceeds ........................................................... 32 Capitalisation ............................................................. 33 Selected Consolidated Financial Data ............................................ 34 Unaudited Pro Forma Condensed Consolidated Statement of Operations .................. 37 Profit Forecast ............................................................ 40 Operating and Financial Review ................................................ 43 Industry Overview .......................................................... 68 Business ................................................................. 72 Management and Employees .................................................. 87 Selling Shareholders and Related Party Transactions ................................. 105 Description of Share Capital and Corporate Governance .............................. 107 Market Information ......................................................... 121 Taxation ................................................................. 122 The Global Offer .......................................................... 133 Plan of Distribution ......................................................... 137 Selling and Transfer Restrictions ............................................... 140 Validity of the Shares ....................................................... 143 Independent Auditors ....................................................... 144 General Information ........................................................ 145 Summary of Significant Differences Between IFRS and US GAAP ...................... 150 Glossary of Selected Terms ................................................... G-1 Interim Financial Statement Review Report ....................................... I-1 Index to Financial Statements ................................................. F-1 SUMMARY This summary must be read as an introduction to this Prospectus. Any decision to invest in any Shares should be based on a consideration of this Prospectus as a whole, including the documents incorporated by reference and the risks of investing in the Shares set out in ‘‘Risk