EQS-News: Offer Update Announcement
EQS-News: Ignite Luxembourg Holdings S.à r.l. / Key word(s): Offer
Offer Update Announcement
29.11.2023 / 08:00 CET/CEST
The issuer is solely responsible for the content of this announcement.
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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
29 November 2023
PARTIAL CASH OFFER
by
Ignite Luxembourg Holdings S.à r.l. (the „Bidder“)
for
14,086,156 shares, representing 29.9% of the issued and outstanding share
capital
of
RHI Magnesita N.V. (the „Company“)
at
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).
Status of Conditions Precedent
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 9,399,144
Shares, representing at the time approximately 19.95% of the Issued
and Outstanding Share Capital of the Company;
f. 11 August 2023, announcing a reduction to the Offer Price (the „Offer
Price Reduction Announcement“);
g. 21 September 2023, announcing 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;
h. 29 September 2023, extending the period for satisfaction of the
Condition Precedent set out in Section 4.1.1 of the Offer Document
relating to the receipt of the Competition and FDI Approvals to 15
November 2023; and
i. 15 November 2023, announcing that all Relevant Competition Authorities
and all Relevant FDI Authorities provided the requisite clearance for
the settlement of the Offer.
This announcement constitutes the Final Results Announcement for the
purposes of the Offer Document.
Accepting Shareholders are reminded that the Bidder waived the Condition
Precedent in Section 4.1.4 of the Offer Document as to acceptances of the
Offer on 11 July 2023 and that the Bidder announced on 15 November 2023
that the Condition Precedent in Section 4.1.1 of the Offer Document
relating to the receipt of the Competition and FDI Approvals was
satisfied.
The Bidder refers to the remaining Conditions Precedent set out in
Sections 4.1.2, 4.1.3, 4.1.5 and 4.1.6 of the Offer Document and confirms
that all such Conditions Precedent have been satisfied or, to the extent
that they have not been satisfied, they are hereby waived by the Bidder.
Level of Acceptances
Accepting Shareholders are reminded that valid acceptances have been
received in respect of a total of 9,399,144 Shares, representing
approximately 19.95% of the Issued and Outstanding Share Capital of the
Company.
Settlement of the Offer
In accordance with Section 5.5 of the Offer Document, Settlement of the
Offer will take place on or around 10 Trading Days after the date of this
announcement. Therefore, Settlement will take place on or around 13
December in the manner set out in Sections 5.5 and 5.6 of the Offer
Document.
Offer Price
Accepting Shareholders are reminded that, pursuant to the Offer Price
Reduction Announcement, the Bidder reduced the Offer Price by the GBP
equivalent of the interim dividend of €0.55 per Share which the Company
announced on 26 July 2023 (the „Interim Dividend“), such GBP equivalent to
be calculated using the 12:00 p.m. London time Bloomberg Fixing (BFIX)
exchange rate expressed as the amount of EUR per one unit of GBP, as
published on the relevant Bloomberg page (BFIX), on the earlier of (i) the
date on which the Interim Dividend was paid or (ii) the date of the Final
Results Announcement (i.e. the date of this announcement).
The Interim Dividend was paid on 22 September 2023, which occurred earlier
than the Final Results Announcement. Therefore, the GBP equivalent of the
Interim Dividend for the purpose of the announced reduction to the Offer
Price is GBP 0.48, calculated using a EUR/GBP exchange rate of 0.86856,
being the 12:00 p.m. London time Bloomberg Fixing (BFIX) exchange rate
expressed as the amount of EUR per one unit of GBP, as published on the
relevant Bloomberg page (BFIX), on 22 September 2023.
The Offer Price is therefore GBP 28.02 per Share.
Accepting Shareholders who have made a valid Currency Election to receive
the EUR equivalent of the Offer Price will receive EUR 32.42, calculated
using a EUR/GBP exchange rate of 0.86423, being the Exchange Rate in
accordance with Section 3.2 of the Offer Document.
The Bidder does not currently expect that any Indian non-resident capital
gains tax will be required to be withheld at source at the time of
Settlement, because the Bidder has reached certain conclusions about the
value of the Target Company’s assets, among other things, and the Bidder
expects to be able to reach the same conclusions as of the date of
Settlement. However, if the Bidder, in its sole discretion, is unable to
reach these conclusions as of the date of Settlement, the consideration
payable for the Offer Shares may be subject to withholding of tax at
source in respect of capital gains or other taxes to the extent
applicable. If the Bidder determines that under applicable law,
withholding is required in respect of the Offer Price, the Bidder will be
authorised by each relevant Accepting Shareholder to make such withholding
and will not be required to pay additional amounts to each such Accepting
Shareholder in respect of such withholding.
Capitalised terms in this announcement, unless otherwise defined, have the
same meanings as set out in the Offer Document.
For further information, please contact:
Brunswick
Charles Pretzlik +44 20 7404 5959
IgniteBrunswick@brunswickgroup.com
Citi
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 [1] www.information-hosting.com, by no later than 12 noon (London time)
today.
Important information
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.
This information is provided by Reach, the non-regulatory press release
distribution service of RNS, part of the London Stock Exchange. Terms and
conditions relating to the use and distribution of this information may
apply. For further information, please contact [2]rns@lseg.com or
visit [3] www.rns.com.
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29.11.2023 CET/CEST This Corporate News was distributed by EQS Group AG.
www.eqs.com
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Language: English
Company: Ignite Luxembourg Holdings S.à r.l.
16 rue Eugène Ruppert
2453 Luxembourg
Luxemburg
E-mail: rhone.lu@vistra.com
EQS News ID: 1783923
End of News EQS News Service
1783923 29.11.2023 CET/CEST
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