NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM AUSTRALIA, CANADA, HONG KONG, NEW ZEALAND, SOUTH AFRICA OR THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS) OR ANY OTHER JURISDICTION, OR TO ANY PERSON, WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, New Zealand, South Africa or the United States (including its territories and possessions) or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law.
Shareholders not resident in Austria or the Netherlands who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences.
In the United Kingdom, this announcement is only being made to and directed at (i) investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling with Article 49(2)(a) to (d) of the Financial Promotion Order.
Shareholders should refer to the offer restrictions included in the section titled "Important information" at the end of this announcement and in the offer document which will be published shortly before the commencement of the acceptance period under the Offer.
PRESS RELEASE 21 September 2023
PARTIAL CASH OFFER
Ignite Luxembourg Holdings S.à r.l. (the "Bidder")
14,086,156 shares, representing 29.9% of the issued and outstanding share capital
RHI Magnesita N.V. (the "Company")
GBP 28.50 per share
The shares in the Company, in the form of dematerialised depositary interests representing entitlements in the shares, are admitted to trading on the London Stock Exchange and the Vienna Stock Exchange (Wiener Börse).
Interim Dividend and Reduction to Offer Price
The Bidder refers to its announcements made on:
(a) 19 June 2023, making a partial cash offer for GBP 28.50 per Share, for 14,086,156 Shares (the "Offer Shares"), representing 29.9% of the issued and outstanding share capital of the Company (the "Offer") and announcing the publication of the offer document relating to the Offer (the "Offer Document");
(b) 28 June 2023, extending the Offer to Japan;
(c) 10 July 2023, extending the Acceptance Period to 21 July 2023;
(d) 11 July 2023, waiving the Condition Precedent listed in Section 4.1.4 of the Offer Document as to acceptances of the Offer;
(e) 24 July 2023, announcing that the Offer is closed for acceptances and that valid acceptances have been received in respect of a total number of Shares representing approximately 19.95% of the Issued and Outstanding Share Capital of the Company; and
(f) 11 August 2023, announcing a reduction to the Offer Price.
Accepting Shareholders are reminded that the Offer remains conditional on the satisfaction or waiver by the Bidder of the Conditions Precedent listed in Section 4.1 of the Offer Document, with the exception of the Condition Precedent in Section 4.1.4 of the Offer Document as to acceptances of the Offer which was waived by the Bidder on 11 July 2023.
The Bidder refers to the Condition Precedent set out in in Section 4.1.1 of the Offer Document relating to the receipt of the Competition and FDI Approvals (the "Regulatory Clearance Condition") by the date falling 105 calendar days after the date of the Offer Document (i.e. by no later than 2 October 2023), which date is extendable by the Bidder in its sole discretion. The Bidder confirms that all Relevant Competition Authorities and that all Relevant FDI Authorities, with the exception of the Relevant FDI Authorities in Austria and Spain, have provided the requisite clearance for the settlement of the Offer. The authorities that enforce the applicable foreign investment laws in Spain and Austria are continuing to consider the relevant foreign investment notifications relating to the Offer and, on 15 September 2023, the Austrian Federal Ministry of Labour and Economy (the "BMAW") initiated an in-depth investigation of the relevant investment notification relating to the Offer. The statutory deadline for the BMAW to issue its final decision on the in-depth investigation is 15 November 2023, and it is possible that the BMAW may issue its final decision prior to such date.
While there can be no assurance that the remaining Competition and FDI Approvals will be received, or any assurance regarding the date by which such approvals will have been received, the Bidder will continue to engage constructively and collaboratively with the Relevant FDI Authorities in Spain and Austria.
The Bidder will update the Offer timetable, including any decision to extend the period for satisfying the Regulatory Clearance Condition, by making an announcement once it has assessed the likely timing for the remaining Competition and FDI Approvals.
Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Offer Document.
For further information, please contact:
Charles Pretzlik +44 20 7404 5959
Andrew Miller-Jones +44 20 7986 3463
Publication on Website
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions and persons who are not relevant persons (each, as defined below), on www.information-hosting.com, by no later than 12 noon (London time) today.
The Offer is not being made and will not be made, directly or indirectly, in or into Australia, Canada, Hong Kong, New Zealand, South Africa, the United States (including its territories and possessions) or any other jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to holders of Shares in that jurisdiction (together, the "Restricted Jurisdictions") by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of a Restricted Jurisdiction, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, a Restricted Jurisdiction. Accordingly, this press release or any documentation relating to the Offer are not being and should not be, directly or indirectly, sent, mailed or otherwise distributed or forwarded in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Persons receiving this announcement, the offer document, any related documentation including but not limited to forms of acceptance (including banks, brokers, dealers, custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and acceptances of the Offer made by a person in a Restricted Jurisdiction or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within a Restricted Jurisdiction will be disregarded.
This press release is not being, and must not be, sent to shareholders with registered addresses in a Restricted Jurisdiction. Banks, brokers, dealers, custodians, nominees and trustees holding Shares for persons in a Restricted Jurisdiction must not forward this press release or any other document received in connection with the Offer to such persons.
The communication of this announcement, the offer document and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. The communication of such documents and/or materials is only being made to (i) persons who are outside the United Kingdom; (ii) investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or (iii) high net worth entities and other persons to whom it may lawfully be communicated, falling with Article 49(2)(a) to (d) of the Financial Promotion Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this announcement relates will only be available to and will only be engaged with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
Citi, which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the UK by the Financial Conduct Authority ("FCA") and the PRA, is acting as financial adviser for the Bidder and certain affiliates of the Bidder and for no one else in connection with the matters described in this announcement and the Offer and will not be responsible to anyone other than the Bidder and its certain affiliates for providing the protections afforded to clients of Citi nor for providing advice in connection with the Offer, or any other matters referred to in this announcement. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this Announcement, any statement contained herein, the Offer or otherwise.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of the Bidder. Any such forward-looking statements speak only as of the date on which they are made and the Bidder has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.
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21.09.2023 CET/CEST This Corporate News was distributed by EQS Group AG. www.eqs.com