EQS-News: Ignite Luxembourg Holdings S.à r.l.: Publication of Offer Document

EQS-News: Ignite Luxembourg Holdings S.à r.l. / Key word(s): Offer
Ignite Luxembourg Holdings S.à r.l.: Publication of Offer Document

19.06.2023 / 08:00 CET/CEST
The issuer is solely responsible for the content of this announcement.

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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                                                                                                              
19 June 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).

Offer

The Bidder refers to its announcement on 30 May 2023 regarding its intention to make a partial cash offer for GBP
28.50 in cash per ordinary share in the Company (the „Shares“), for Shares representing 20% of the Company’s issued
and outstanding share capital as at that date. In such announcement, the Bidder reserved the right to increase the
size of the offer to such number of Shares representing no more than 29.9% of the Company’s issued and outstanding
share capital.

The Bidder is pleased to announce that it is now 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“).

Publication of Offer Document

The offer document, which contains the terms and conditions of the Offer, and the procedures for approval and
acceptance of the Offer, (the „Offer Document“) is being published today.

The Offer Document, as well as a German convenience translation of the Offer Document (which is not binding and for
convenience only), will be available, subject to certain restrictions relating to persons resident in Restricted
Jurisdictions and persons who are not relevant persons (each, as defined below), on [1] www.information-hosting.com,
by no later than 12 noon (London time) today and will remain available during the course of the Offer.

Issued and outstanding share capital

According to an announcement made by the Company on 16 June 2023, the Company’s issued and outstanding share capital
is 47,110,890 Shares.

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.

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 [2] 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,
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.

 

 

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 [3]rns@lseg.com or visit [4] www.rns.com.

 

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19.06.2023 CET/CEST This Corporate News was distributed by EQS Group AG. www.eqs.com

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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: 1659625

 
End of News EQS News Service

1659625  19.06.2023 CET/CEST

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