RCS - Ignite Luxembourg - Satisfaction of Regulatory Clearance Condition

RHI Magnesita NVAnnouncement

15/11/2023 08:15

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RNS Number : 4604T  Ignite Luxembourg Holdings S.à r.l.  15 November 2023

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
15 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).

Satisfaction of the Regulatory Clearance Condition

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;

(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; and

(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.

The Bidder refers to the Condition Precedent set out in in Section 4.1.1 of
the Offer Document, as amended by the announcement made on 29 September 2023,
relating to the receipt of the Competition and FDI Approvals (the "Regulatory
Clearance Condition"). The Bidder confirms that all Relevant Competition
Authorities and that all Relevant FDI Authorities have provided the requisite
clearance for the settlement of the Offer and that the Regulatory Clearance
Condition is satisfied.

Accepting Shareholders are reminded that the Offer remains conditional on the
satisfaction or waiver by the Bidder of the Conditions Precedent set out in
Sections 4.1.2, 4.1.3, 4.1.5 and 4.1.6 of the Offer Document. The Bidder is
assessing the status of such remaining Conditions Precedent and expects to
make the Final Results Announcement setting out its final determination of the
Conditions Precedent by no later than 29 November 2023. Assuming the
satisfaction (or waiver by the Bidder) of all Conditions Precedent by such
date, Settlement is expected to begin by no later than on or around 13
December 2023.

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
www.information-hosting.com (http://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.

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