REG - EZZ Steel Company - Proposed Voluntary Delisting & Share Buyback Offer

Ezz Steel Co SAEAnnouncement

09/12/2024 07:00

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RNS Number : 2343P  EZZ Steel Company - S.A.E.  08 December 2024

 

EZZ Steel Company - S.A.E.

 

PROPOSED VOLUNTARY DELISTING AND SHARE BUYBACK OFFER

Cairo, 8 December 2024 - Ezz Steel Company S.A.E., (EGX: ESRS, LSE AEZD), an
Egyptian joint stock company (the "Company"), hereby makes the following
announcements:

·    The Company's Board of Directors, on 7 December 2024, has approved
resolutions calling an extraordinary general assembly meeting to approve the
voluntary delisting of the Company's shares from the Egyptian Stock Exchange
(the "EGX") and a proposed buyback of up to 171,905,362 shares (which will
include the 9,514,653 shares represented by 3,171,551 Global Depositary
Receipts (one GDR represents three shares) (the "GDRs"))  (the "Share Buyback
Offer") held by public shareholders. The Company is not tendering for the GDRs
and, if a holder of GDRs wishes to tender the underlying shares, the holder
must first surrender the GDRs and receive delivery of the underlying shares.

·    Subject to the approval of the extraordinary general assembly
meeting, the purchase price in the Share Buyback Offer will be determined in
accordance with the article (55) of the Listing and Delisting Rules of EGX to
be the highest among the following values:

o  the highest closing price of the share during the month prior to the Board
of Directors meeting as at 7/12/2024, which is EGP 118.98 per share;

o  the average closing price of the share over the three months leading up to
the Board of Directors meeting as at 7/12/2024, which is EGP 108.19 per share;
and

o  the fair value of the share as assessed by an Independent Financial
Advisor,

·    The Company's Board of Directors, subject to the approval of the
extraordinary general assembly, resolved that the ceiling for the buyback
price should not exceed EGP 120.00 per share.

·    The Company's Board of Directors appointed BDO Keys Financial
Consulting S.A.E. as the Independent Financial Advisor to determine the fair
value of per share for purposes of calculating the purchase price in the Share
Buyback Offer.

·    Subject to various conditions described in this announcement, the
Board of Directors has also conditionally approved the voluntary delisting of
its GDRs from listing on the Official List and trading on the London Stock
Exchange (the "LSE").

 

Voluntary Delisting and the Share Buyback Offer

The proposed Share Buyback Offer will provide public holders of the Shares
(including holders of the GDRs) an opportunity to realize prompt and certain
value for their shares. As noted above, the purchase price for the Share
Buyback Offer will be determined at the extraordinary general assembly meeting
in accordance with the article (55) of the Listing Delisting Rules.

Amendment of the Deposit Agreement

In connection with the proposed voluntary delisting and Share Buyback Offer
the Company has amended the Deposit Agreement dated 26 December 2005, as
amended and restated from time to time, pursuant to which the GDRs are issued
(the "Deposit Agreement"), entered into in connection with the Company's GDR
program, and the Terms and Conditions of the GDRs, to remove its undertaking
to use reasonable efforts to maintain a listing of the GDRs on the Official
List and admission to trading on the London Stock Exchange. Under the terms of
the Deposit Agreement and the Terms and Conditions of the GDRs, the amendment
must take effect following a period of three months' notice to GDR holders.
The amendment to the Deposit Agreement and the Terms and Conditions of the
GDRs does not require the approval of the GDR holders. The Supplemental
Agreement amending the Deposit Agreement and the Terms and Conditions of the
GDRs was executed on 7 December 2024.

Further Announcements

Further announcements regarding the delisting and participation by
shareholders (including GDR holders that have cancelled their GDRs in a timely
manner) in the Share Buyback Offer are expected to be released by the Company
when the date and other details of the extraordinary general meeting are set
and when the Share Buyback Offer is to be commenced.

Other Information

This announcement includes inside information as defined under Egypt Capital
Market Law No. 95 of 1992 and in Article 7 of the UK Market Abuse Regulation
No. 596/2014 as it forms part of UK domestic law by virtue of the European
Union (Withdrawal) Act 2018 and is being released by the Investors Relations
of the Company.

 

Forward-looking Statements

This announcement contains forward-looking statements. Forward-looking
statements are statements that are not historical facts and include statements
regarding the state of the steel industry, the ability to complete, the
expected timing of completion and the related potential benefits of the Share
Buyback Offer and the voluntary delisting. Forward-looking statements involve
inherent risks, uncertainties and assumptions, including, without limitation,
the possibility that the Share Buyback Offer and voluntary delisting may not
materialise as expected, or at all. If such risks or uncertainties materialise
or such assumptions prove incorrect, actual results could differ materially
from those expressed or implied by such forward-looking statements and
assumptions. The forward-looking statements contained in this announcement are
made as of the date hereof, and the Company expressly disclaims any obligation
to update or correct any forward-looking statements made herein due to the
occurrence of events after the issuance of this announcement.

Important Information

The Share Buyback Offer has not yet commenced. The information contained in
this announcement is for background purposes only and does not purport to be
full or complete. No reliance may be placed for any purpose on the information
contained in this announcement or its accuracy, fairness or completeness. This
announcement is not intended to, and does not constitute, or form part of, an
offer to sell or an invitation to purchase, exchange or subscribe for any
securities in any jurisdiction.

The Share Buyback Offer will be made only pursuant to an EGX Share Buyback
Application in accordance with Listing and Delisting Rules of the EGX. The EGX
Share Buyback Application will be published after the Share Buyback Offer has
been approved in accordance with the Listing and Delisting Rules of the EGX.

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