EQS-News: Ignite Luxembourg Holdings S.à r.l.: Interim Dividend and Reduction to Offer Price

EQS-News: Ignite Luxembourg Holdings S.à r.l. / Key word(s): Dividend
Ignite Luxembourg Holdings S.à r.l.: Interim Dividend and Reduction to Offer Price

11.08.2023 / 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, 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 August 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).

Interim Dividend and Reduction to Offer Price

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; and

(e)  24 July 2023, announcing that the Offer is closed for acceptances and that valid
acceptances have been received in respect of a total number of Shares representing
approximately 19.95% of the Issued and Outstanding Share Capital of the Company.

The Bidder further refers to the Company’s announcement made on 26 July 2023 of its
half-year results and declaration of an interim dividend of €0.55 per Share (the
„Interim Dividend“). The record date of the Interim Dividend is 25 August 2023 and the
Interim Dividend is due to be paid on 22 September 2023.

The Offer remains conditional on the satisfaction or waiver by the Bidder of the
Conditions Precedent listed in Section 4.1 of the Offer Document, with the exception of
the Condition Precedent in Section 4.1.4 of the Offer Document as to acceptances of the
Offer which was waived by the Bidder on 11 July 2023.

The record date of the Interim Dividend will occur prior to the Settlement of the
Offer. Therefore, the Bidder has decided to exercise the right which it reserved under
Section 3.2 of the Offer Document to make an equivalent deduction to the consideration
payable for the Offer Shares, in which case, Accepting Shareholders shall be entitled
to retain and be paid such Interim Dividend.

The Offer Price shall be reduced by the GBP equivalent of the Interim Dividend, to be
calculated 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 earlier of (i) the date on which the Interim Dividend is
paid or (ii) the date of the Final Results Announcement (as defined in the Offer
Document), and all references to consideration payable for the Offer Shares or to the
Offer Price in the Offer Document will be deemed to be references to consideration
payable for the Offer Shares or to the Offer Price as so reduced. Accepting
Shareholders who have made a valid Currency Election to receive the EUR equivalent of
the Offer Price will receive the EUR equivalent of the Offer Price as so deducted, to
be calculated using a EUR/GBP exchange rate of 0.86423, being the Exchange Rate in
accordance with Section 3.2 of the Offer Document.

Accepting Shareholders are reminded that, pursuant to Section 3.2 of the Offer
Document:

(a)  the announced deduction to the consideration payable for the Offer Shares or to
the Offer Price does not constitute a revision or variation to the Offer and it will
therefore be binding on Accepting Shareholders; and

(b)  Accepting Shareholders will be entitled to retain and be paid the Interim
Dividend.

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 [1] 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.

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

 

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11.08.2023 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: 1701405

 
End of News EQS News Service

1701405  11.08.2023 CET/CEST

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