REG - EZZ Steel Company - Delisting Form (74) & FRA Approval to Delist
18/12/2024 13:00
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RNS Number : 6184Q EZZ Steel Company - S.A.E. 18 December 2024
Disclosure Report
Proceeding with the invitation to the Extraordinary General Assembly meeting
(EGM) to consider voluntary delisting of the Company in accordance with the
provisions of Article (55) of the Listing & Delisting Rules of the
Egyptian Stock Exchange (EGX)
Item Disclosure
Company Ezz Steel Company S.A.E
Party calling for the meeting Board of Directors
Board of Directors meeting date 7 December 2024
Issued and paid-in capital Issued and paid-in capital is EGP 2,711,772,730, divided into 542,354,546
shares with a nominal value of EGP 5/share.
Shareholders Structure 1- Eng. Ahmed Abdel Aziz Ezz owns 61.56% of the Company's shares.
2- Global Depositary Receipts (GDRs), registered in the name of Bank
of New York Mellon (BNY) represent 6.75% of the Company's shares*.
3- Other shareholders own 31.69% of the Company's shares.
*Eng. Ahmed Abdel Aziz Ezz owns 9,039,417 GDRs (equivalent to 27,118,251
shares) constituting 5% of the Company's total shares.
Main Shareholder ownership and its related parties The direct and indirect ownership of the principal shareholder, including GDRs
and related parties, is as follows:
- Directly owned shares and GDRs, 66.56% of the Company's shares.
- Related parties own 1.8% of Company's shares.
Rationale for voluntary delisting 1- Increased risks in light of the fluctuations facing the industry,
as a result of widespread protection measures in Europe and the rest of the
world to which exports are directed.
2- To avoid share price fluctuations which can negatively affect the
Company and shareholders.
3- To avoid the pressure on shareholders in light of the risky outlook
resulting due to the increase in global steel production surpluses, especially
originating from China, in addition to the competition in the local market
arising from the excess flow of imported steel products into the country,
which affects the companies' performance.
Summary of the Resolutions of Ezz Steel's Board of Directors meeting held on 1- Ezz Steel Company shall initiate the procedures for the voluntary
12/7/2024 regarding the proceeding with the voluntary delisting delisting from the Stock Exchange, and acquire the shares of those who
object and those unwilling to remain as shareholders post delisting, and the
shares representing the deposit certificates (GDRs) tradable on the London
Stock Exchange (LSE), as well as the pledged shares, in accordance with the
provisions of Article (55) of EGX Listing & Delisting Rules.
2- The Company commits that the share purchase price, of those who
object and those unwilling to remain as shareholders of the company post
delisting, to be -in accordance with the provisions of Article (55) of the EGX
Listing & Delisting Rules- shall be the highest of the following values:
- The highest closing price of the share during the month preceding
the Board of Directors' decision date, which is EGP 118.98/share,
- Or the average closing price of the share during the three months
preceding the Board of Directors' decision date, which is EGP 108.19/share,
- Or the fair value of the share as determined by an Independent
Financial Advisor (IFA) registered with the Financial Regulatory Authority
(FRA).
3- Appointing BDO Keys Financial Consulting S.A.E. as the Independent
Financial Advisor (IFA) to determine the fair value of the share in accordance
with the provisions of Article (55) of the EGX Listing & Delisting Rules.
4- In view of the resources available to the Company to execute the
voluntary delisting, the Board unanimously resolved that the ceiling for the
buyback price is EGP 120.00 per share. In case the share valuation determined
in accordance with Article (55) of the Listing & Delisting Rules exceeds
such ceiling, the Board may decide to discontinue the delisting procedures
prior to presenting them to the Company's EGM and to cancel the EGM.
5- Approving the disclosure report required to call the EGM to
consider the voluntary delisting and authorizing the Chairman & Managing
Director to make the necessary amendments as may be required by the FRA.
6- Authorizing the Chairman & Managing Director to invite the EGM
to convene - to consider approving the execution of the voluntary delisting,
after publishing disclosure report approved by the FRA on EGX.
Agenda of the EGM invitation to shareholders 1- Certifying the fair value study prepared by the IFA and the
auditor's report thereon.
2- Approving the voluntary delisting of the Company from the EGX and
the purchase of shares of those affected by the Company's voluntary delisting
at the highest closing price during the month preceding the date of the Board
of Directors' decision to call the EGM to consider the delisting, or the
average closing prices during the three months preceding the date of the Board
of Directors' decision to call the EGM or the fair value of the delisted share
determined by an IFA registered with the FRA, whichever is higher, in
accordance with the provisions of Article (55) of the Listing & Delisting
Rules.
3- Approving the opening of a temporary account ("voluntary delisting
shares account"), the purpose of which is limited to executing the purchase of
shares of shareholders affected by the delisting, provided that this account
is financed by the Company or guaranteed by a third party in accordance with
the provisions of Article (55) of the EGX Listing & Delisting Rules.
4- Authorizing the Chairman & Managing Director or his delegate to
complete all necessary procedures to execute the voluntary delisting from the
EGX listings and purchasing the shares of those affected by the delisting, the
pledged shares and of other shareholders, and to represent the Company before
the FRA, the General Authority for Investment and Free Zones (GAFI), as well
as all other governmental and non-governmental entities.
Expected impact of the voluntary delisting on the Company's shareholders and The expected impact on the Company's shareholders:
on the Company's financial position
- Shareholders who will keep their shares after delisting shall
trade the Company's shares through EGX via Over-The-Counter transactions
(OTC).
- The Company shall be committed to issue audited annual
statements and the auditor's report thereon within a period not exceeding 90
days from the end of the fiscal year, without being obliged to issue the
quarterly financial statements.
Expected impact on the Company's financial position:
- The Company's financial position is expected to accommodate the
impact of the delisting process as well as the immediate impact of applying
the same accounting treatment of treasury shares on the delisted shares.
Proposed sources of funding to finance the purchase of shares of those The purchase of shares will be financed primarily by:
objecting to the delisting decision or the purchase of shares of other
shareholders Long term external financing:
- A maximum amount of $300 million, excluding associated interest,
fees, and expenses.
Company's own resources:
- A cash amount, supplementing the external financing, that is
necessary to complete funding the value of the shares of those affected by
delisting to paid through the "voluntary delisting shares account".
Proposed timetable for voluntary delisting procedures Within a period not exceeding 4 months from the date of the Board's decision,
and 3 months from the date of the EGM decision on the voluntary delisting.
failure of the Company to execute the delisting within such period, the matter
shall be presented before the EGX Listing Committee for their decision on
compulsorily delisting the shares, obligating the Company to buy the shares of
those affected by the delisting, in accordance with the highest values
stipulated in Article (55) of the Listing & Delisting Rules.
During this period, the following procedures shall take place:
- Inviting the EGM within a maximum of one week from the date of
posting the disclosure on EGX, as approved by the FRA.
- Purchasing shares of those affected by the delisting during the
period specified by EGX, which includes the period of opening the Special
Operations Market (OPR).
- Submitting the outcome to the Listing Committee of EGX upon
completing the purchase of shares subject to delisting, and issuing a
shareholders' list from Misr Clearing, Custody and Central Depository Company
(MCDR), reporting the voluntary delisting shares account shares' balance,
within the time frame stipulated in accordance with Article (55) of the
Listing & Delisting Rules.
- Completing the execution of the remaining procedures for
voluntary delisting of EGX in accordance with Article (74) of the Executive
Procedures of the Listing & Delisting Rules.
Investor Relation Contacts Mr. Ahmed Nabil
Dr. Omar Al Bedwehy
- Telephone: +2 02 7989800
- Email: ir@ezzsteel.com
I, the undersigned, certify the accuracy and completeness of this form, and
that this report includes all the material information and justifications
relied upon by the Board of Directors, and that there are no undisclosed
information or agreements that may affect the investment decision of the
Company's shareholders. This report is prepared under the Company's
responsibility, without any responsibility on the FRA, and I undertake to
adhere to the Company's articles of association, the provisions of Law No. 159
of 1981 and of Law No. 95 of 1992, and the EGX Listing & Delisting Rules.
The Legal Representative of the Company
Hassan Nouh
Chairman & Managing Director
http://www.rns-pdf.londonstockexchange.com/rns/6184Q_1-2024-12-18.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/6184Q_1-2024-12-18.pdf)
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