EQS-News: Ignite Luxembourg Holdings S.à r.l.
/ Key word(s): Offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM AUSTRALIA, CANADA, HONG KONG, JAPAN, 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, Japan, 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 30 May 2023 INTENDED PARTIAL CASH OFFER by Ignite Luxembourg Holdings S.à r.l. (the "Bidder") for 9,403,539 shares, representing 20% of the issued and outstanding share capital of RHI Magnesita N.V. (the "Company") at GBP 28.5 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). Key highlights and summary of the Offer
All references to Shares shall be deemed, where the context so permits, to be or include references to, the dematerialized depositary interests representing entitlements to Shares. Background to the Offer The Bidder is a wholly owned subsidiary of a number of limited partnerships which are indirectly managed by Rhône Holdings VI L.L.C. ("Rhône"). Rhône indirectly manages a series of parallel investment and co-investment vehicles ultimately controlled by Rhône Capital L.L.C., which, together with certain affiliates, comprises a global private equity firm with a focus on investments in market leading businesses with a pan-European or transatlantic presence and expansion prospects. The Offer will provide Rhône with an opportunity to invest in the Company by means of a partial cash offer. Minority position and board representation Under the terms of the Offer, the Bidder aims to acquire a non-controlling minority position in the Company. If the Offer is successful, the Bidder would seek to achieve appropriate representation in the board of directors of the Company. No relationship agreement or any other governance arrangement has been agreed between the Bidder and the Target Company. The Offer Under the terms of the Offer, which will be subject to the conditions and further terms set out in this announcement, and to be set out in the offer document, the Bidder will offer GBP 28.5 in cash per Share in the Company. However, shareholders tendering into the Offer may elect to receive the EUR equivalent of GBP 28.5 per Share as determined 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 first Trading Day following the end of the acceptance period on which the London Stock Exchange is open for the trading of shares (i.e. expected to be on or around 11 July 2023, or a later date if the acceptance period is extended). "Trading Day" means a day on which the London Stock Exchange is open for the trading of shares. The Offer Price will not be reduced in respect of the Declared Dividend. Should the Company, prior to the settlement of the Offer, announce, declare, make, pay or distribute dividends or any other distribution or transfer or return of value to its shareholders other than the Declared Dividend, the Bidder reserves the right to make an equivalent deduction to the consideration payable for the Offer Shares in the Offer. The Offer does not relate to the acquisition of Shares held by the Company in treasury. The Offer Price values the Company's issued and outstanding share capital as at the date of this announcement at approximately GBP 1,340.0 million, or EUR 1,543.6 million.[5] The Resulting Share Value would value the Company's issued and outstanding share capital as at the date of this announcement at approximately GBP 1,384.9 million, or EUR 1,595.3 million. Acceptances of the Offer will be irrevocable. As of the time of this announcement, the Bidder and its affiliates do not hold any Shares or any financial instruments that give a financial exposure to Shares. The Bidder reserves the right to amend the Offer to increase the number of Offer Shares to an amount of Shares not exceeding 29.9% of the Company's issued and outstanding share capital. The Bidder does not currently expect that any non-resident Indian capital gains tax will be required to be withheld at source at the time of settlement of the Offer because the Bidder expects to reach certain conclusions about the value of the Company's assets, among other things. However, if the Bidder, in its sole discretion, is unable to reach these conclusions, 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. The terms of the Offer will provide that if the Bidder determines that under applicable law, withholding is required in respect of the Offer Price, the Bidder will be authorised to make such withholding and will not be required to pay additional amounts in respect of such withholding. The Offer will be conditional upon the conditions referred to in "Conditions to completion of the Offer" below. If such conditions are not satisfied, or waived by the Bidder, then the Offer may be withdrawn or will lapse. Conditions to completion of the Offer Completion of the Offer will be subject to the satisfaction, or waiver by the Bidder, of the following conditions prior to the Bidder's announcement of the final results of the Offer: 1. by the date falling 105 calendar days after the start of the acceptance period (i.e. expected to be no later than 2 October 2023), which date may be extended by the Bidder, each of the competition authorities in Germany, India and Mexico, the foreign investment authorities in Germany, Italy and Spain, and such other competition and foreign investment authorities which the Bidder shall have determined that the consent, approval, clearance, confirmation or licence thereof is required or advisable for the formation and funding of the Bidder or any other acquisition vehicle, or completion of the Offer under the applicable competition or foreign investment laws, having: (i) granted (or being deemed to have granted following the expiry of applicable statutory review periods) their consent, approval, clearance, confirmation or licence under the applicable competition or foreign investment laws, such consent, approval, clearance, confirmation or licence being unconditional or subject only to such conditions as may be acceptable to the Bidder acting in its sole discretion; or (ii) confirmed that the Offer or the formation and funding of the Bidder or any other acquisition vehicle (as the case may be) does not fall within the jurisdiction of the relevant foreign investment or competition law (together with the consents, approvals, clearances, confirmations or licences in paragraph 1(i), the "Competition and FDI Approvals"); 2. there being no circumstances having occurred since 31 December 2022 (being the date of the Company's latest audited consolidated financial statements) which would or might be expected to result in a material adverse effect on, or material reduction in, all or any of the business, assets, liabilities, profits, sales, results, liquidity, equity ratio, equity, financial or trading position or prospects or operational position of the Company and its consolidated subsidiaries (together referred to as the "Group"), taken as a whole, including but not limited to: (i) the Company having resolved on or distributed an in-kind dividend; (ii) any member of the Group being insolvent or overindebted or in the process of liquidation or insolvency or restructuring proceedings or the initiation of insolvency proceedings in relation to any member of the Group having been rejected by court due to the lack of assets; (iii) the number of Shares having increased or the general meeting of the Company or the Company's board of directors having adopted any resolution that, if implemented, would result in an increase in the number of Shares; (iv) the general meeting of the Company having resolved on an amendment to the articles of association that would affect the rights attaching to Shares or the nature (class) of the Shares or the depositary interests; and (v) the general meeting of the Company having resolved on a liquidation, merger, split or spin-off; 3. there being, since the date of this announcement, no: (i) material adverse change or significant volatility and disruption in the financial (including conditions in any of the financial markets) or economic conditions in Austria, the United Kingdom, the Netherlands or internationally; (ii) outbreak of hostilities or escalation thereof, act of terrorism, declaration of emergency or martial law, outbreak of a pandemic or contagious disease (including the worsening of the COVID-19 pandemic) or other calamity or crisis or any change or development involving a prospective change in the political, financial or economic conditions in Austria, the United Kingdom, the Netherlands or internationally, or there being any material escalation of such event having occurred since the date of this announcement; (iii) suspension or material limitations imposed on trading in any securities of the Company by the London Stock Exchange, the Vienna Stock Exchange (Wiener Börse) or any over-the-counter market, or minimum or maximum prices for trading having been fixed, or maximum ranges for prices having been required by any such exchanges or by any governmental authority in the United Kingdom, Austria or the Netherlands; (iv) general suspension of or limitation on trading in securities in the securities or financial markets in Europe, the United Kingdom or the United States, whether or not mandatory; (v) material adverse change in the securities or financial markets in Europe, Austria, the United Kingdom or the United States generally; (vi) decrease of more than 10% in the market price for the Shares on the London Stock Exchange or the Vienna Stock Exchange (Wiener Börse), or in the general level of market prices for equity securities in the FTSE 250 Index or the ATX Prime Index, in each case, for a period of three consecutive days on which the London Stock Exchange or the Vienna Stock Exchange (Wiener Börse) (as applicable) is open for the trading of shares; (vii) material disruption having occurred with respect to the CREST, Clearstream or Euroclear systems in the United Kingdom or Europe, or with respect to the systems of OeKB CSD GmbH (the Austrian central securities depositary); or (viii) declaration of a banking moratorium by the United Kingdom, Austria, the Netherlands, any other member state of the European Economic Area, the United States or the New York authorities, in each case (i) to (viii) the effect of which is such as to make it, in the judgment of the Bidder, acting in its sole discretion, impracticable or inadvisable to proceed with completion of the Offer; 4. the Bidder receiving valid acceptances to such an extent that the Bidder will become the owner of Shares representing at least 20% of the issued and outstanding share capital of the Company; 5. other than in respect of condition 1. above, no central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, professional association, institution, employee representative body, or any other such body or person whatsoever in any jurisdiction (each a "Third Party" and all collectively "Third Parties") having decided or given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case not having withdrawn the same), or having required any action to be taken, or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision or change to published practice (and in each case, not having withdrawn the same), and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to: (i) make the Offer or its implementation void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, prevent, prohibit, restrain, restrict, challenge, impede, delay, hinder or otherwise interfere with the same, or impose additional material conditions or obligations with respect thereto, or otherwise challenge or require amendment to the terms of the Offer; (ii) impose any material limitation on, or result in a material delay in, the ability of the Bidder directly or indirectly, to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in the Company; or (iii) other than pursuant to the implementation of the Offer, require the Bidder or any of its affiliates or any member of the Group to acquire, or offer to acquire, any shares or other securities (or the equivalent) of, or interest in, or any asset owned by, any member of the Group that may be owned by a third party, and, to the extent applicable, any waiting and other time period (including any extension thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any relevant jurisdiction in respect of the Offer or otherwise intervene having expired, lapsed or been terminated (as the case may be); 6. since 31 December 2022 (being the date of the Company's latest audited consolidated financial statements), no member of the Group having: (i) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital, including but not limited to having issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of shares out of treasury; (ii) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; or (iii) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed. The Bidder will reserve the right to waive the fulfilment of any one or more of the conditions above. The Offer will be subject to the Competition and FDI Approvals. The Bidder intends to submit the relevant merger control and FDI notifications to the competent authorities as soon as practicable after the publication of this announcement. While there can be no assurance that the Competition and FDI Approvals will be received, or any assurance regarding the date by which such approvals will have been received, the Bidder is not aware of any material impediment to receipt of the Competition and FDI Approvals. The Bidder will reserve the right to withdraw the Offer in the event it becomes clear that any of the above conditions is not satisfied or cannot be satisfied. Scale down of acceptances In case the total amount of tendered Shares together with any Shares (the "Additional Shares") acquired by or on behalf of the Bidder in parallel to the Offer exceeds the amount of Offer Shares, all duly submitted acceptances will be scaled down pro rata to such number of Shares as shall not exceed the amount of Offer Shares less Additional Shares. If the consequence of such scaling down would require the Bidder to acquire a fractional number of Shares pursuant to the Offer, the amount will be rounded down to the next integral number. The total amount of Shares acquired by the Bidder under the Offer, together with any Additional Shares, shall not exceed 20% of the Company's issued and outstanding share capital. If there are changes to the share capital of the Company after the date of the Offer which would result in the tendered Shares together with any Additional Shares representing more than 20% of the Company's issued and outstanding share capital, and the Bidder has waived satisfaction of conditions 2. and 6. above (to the extent relevant), after any scale down referred to above (if applicable), all duly submitted acceptances will be (further) scaled down pro rata such that the total number of Shares acquired under the Offer, together with any Additional Shares, does not exceed 20% of the Company's issued and outstanding share capital. If this (further) scale down would require the Bidder to acquire a fractional number of Shares pursuant to the Offer, the amount will be rounded down to the next integral number. Indicative timetable The acceptance period of the Offer is expected to commence on or around 19 June 2023 and expire on or around 10 July 2023. The acceptance period may expire before the conditions precedent to the Offer are fulfilled (or waived by the Bidder). Acceptances of the Offer made during the acceptance period will be irrevocable. The Bidder will reserve the right to extend the acceptance period of the Offer. An offer document regarding the Offer is expected to be made public shortly before the commencement of the acceptance period. Assuming that the Offer is declared unconditional no later than on or around 28 August 2023, settlement is expected to begin on or around 11 September 2023. Non-application of UK Takeover Code or Austrian Takeover Act The Company's registered office is in the Netherlands and its administrative office and place of central management and control are in Austria. Therefore, pursuant to section 3(a) of the introduction thereto, the City Code on Takeovers and Mergers (the "Code") does not apply to the Offer and the Offer is not subject to the jurisdiction of, or being regulated by, the UK Panel on Takeovers and Mergers. The Company is a public limited liability company incorporated under Dutch law, with its registered seat in Arnhem, the Netherlands. Therefore, only section 27c of the Austrian Takeover Act ("ATA") is relevant to the Company. As the Offer is a voluntary public partial offer, pursuant to section 27c ATA, the ATA does not apply to such offers and the Offer is not subject to the jurisdiction of, or being regulated by, the Austrian Takeover Commission. Governing law and disputes The Offer, as well as the agreements entered into between the Bidder and the Company's shareholders as a result of the Offer, shall be governed by and construed in accordance with the laws of England and Wales. Any dispute regarding the Offer, or which arises in connection therewith, shall be exclusively settled by the courts of England and Wales. Advisers The Bidder has retained Citigroup Global Markets Limited ("Citi") as financial adviser and Sullivan & Cromwell LLP, Schönherr Rechtsanwälte GmbH and Stibbe N.V. as legal advisers. 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 Information about the Offer is available at: www.information-hosting.com
The Company in brief The Company, together with its subsidiaries, is a global supplier of high-grade refractory products, systems and solutions which are critical for high-temperature processes exceeding 1,200°C in a wide range of industries, including steel, cement, non-ferrous metals and glass. With a vertically integrated value chain, from raw materials to refractory products and full performance-based solutions, the Company and its subsidiaries serve customers around the world, with around 13,500 employees as of 31 December 2022 in 33 production sites and more than 70 sales offices. Shares in the Company, in the form of depositary interests, are listed on the London Stock Exchange and the Vienna Stock Exchange (Wiener Börse). Important information The Offer is not being made and will not be made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, 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.
[1] All currency conversions between GBP and EUR in this announcement were calculated based on a EUR/GBP exchange rate of 0.86811, being the Bloomberg Fixing (BFIX) EUR/GBP exchange rate as at 16:00 London time on 26 May 2023. [2] Based on 47,017,695 issued and outstanding ordinary shares, which is derived from 49,477,705 total issued ordinary shares in the Company, after excluding 2,460,010 ordinary shares held by the Company in treasury. [3] Source: Bloomberg AQR for RHIM LN (Bloomberg Definition), rounded to two decimal places. [4] Source: Bloomberg AQR for RHIM LN (Bloomberg Definition), rounded to two decimal places. [5] Based on 47,017,695 issued and outstanding ordinary shares, which is derived from 49,477,705 total issued ordinary shares in the Company, after excluding 2,460,010 ordinary shares held by the Company in treasury.
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 rns@lseg.com or visit www.rns.com. 30.05.2023 CET/CEST This Corporate News was distributed by EQS Group AG. www.eqs.com |
| 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: | 1645259 |
| End of News | EQS News Service |
1645259 30.05.2023 CET/CEST
