RCS - Ignite Luxembourg - Offer Update

RHI Magnesita NVAnnouncement

11/07/2023 08:15

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RNS Number : 5667F  Ignite Luxembourg Holdings S.à r.l.  11 July 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
11 July 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).

Level of Acceptances

The Bidder refers to its announcement on 19 June 2023 making a partial cash
offer for GBP 28.50 per Share, for 14,086,156 shares, representing 29.9% of
the issued and outstanding share capital of the Company (the "Offer"), its
announcement on 28 June 2023 extending the Offer to Japan, and its
announcement on 10 July 2023 extending the Acceptance Period to 21 July 2023.

As of 1:00 p.m. London time on 10 July 2023, valid acceptances have been
received in respect of a total of  9,187,275 Shares, representing
approximately 19.50% of the Issued and Outstanding Share Capital of the
Company.

Bidder Waives the Acceptance Condition

Shareholders are reminded that until this announcement the Offer was subject,
among other things, to the satisfaction or waiver of the Condition Precedent
that the Bidder receives valid acceptances to such an extent that the Bidder
would become the owner of Shares representing at least 20% of the Issued and
Outstanding Share Capital prior to the Final Results Announcement (the
"Acceptance Condition").

Upon review of the level of acceptances received, the Bidder has decided to
waive the Acceptance Condition, which is hereby waived. The Offer remains
conditional on the satisfaction or waiver by the Bidder of the remaining
Conditions Precedent listed in Section 4.1 of the Offer Document.

Except for the waiver of the Acceptance Condition, the terms and conditions of
the Offer remain unchanged. This revision to the Offer does not represent a
diminution in the value of the Offer as so revised compared with the
consideration or terms previously offered or in the overall value received
and/or retained by an Accepting Shareholder. Accordingly, Accepting
Shareholders who submitted their acceptance of the Offer prior to this
announcement will be bound by this revision. Shareholders who have not yet
accepted the Offer and who wish to do so should take action to accept the
Offer as soon as possible. Details of the procedure for doing so are set out
in the Offer Document.

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

Emily Trapnell

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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