NEOCHIMIKI INDUSTRIAL AND COMMERCIAL S.A.
Announcement pursuant to article 14 of L. 3556/2007.
The company "NEOCHIMIKI S.A." (hereafter the "Company"), pursuant to article 14 of the L. 3556/2007 and following notification received by the company Carlyle Offshore Partners II, Ltd., which is the ultimate controlling entity of "GREEN BIDCO COMMERCIAL AND INDUSTRIAL S.A." (hereafter "GREEN BIDCO S.A."), announces that the company GREEN BIDCO S.A. proceeded today, on 09.05.2008, to the purchase of totally 26,473,642 shares and voting rights that correspond to 73,54% of the total shares and voting rights of the Company, against payment of a consideration of 19 Euros per share. In particular, 7,200,000 shares that correspond to the 20% of the total shares of the Company were purchased by Mr. Lavrentis Lavrentiadis pursuant to the relevant shares sale agreement dated 08.05.2008 between seller and purchaser while 19,273,642 shares that correspond to the 53,54% were purchased by several foreign institutional investors through a series of on-exchange block trades.
Following the above GREEN BIDCO S.A. possesses in total 26,473,642 shares and voting rights that correspond to 73,54% of the total shares of the Company. GREEN BIDCO S.A. is a wholly owned subsidiary of the Carlyle Group. The Carlyle Group (hereafter "Carlyle Group" or "Carlyle") is a global private equity firm with $81.1 billion under management committed to 60 funds. Carlyle invests in buyouts, venture & growth capital, real estate and leveraged finance in Africa, Asia, Australia, Europe, North America and South America focusing on aerospace & defense, automotive & transportation, consumer & retail, energy & power, financial services, healthcare, industrial, infrastructure, technology & business services and telecommunications & media. Since 1987, the firm has invested $43.0 billion of equity in 774 transactions for a total purchase price of $229.3 billion. The Carlyle Group employs more than 1,000 people in 21 countries. In the aggregate, Carlyle portfolio companies have more than $87 billion in revenue and employ more than 286,000 people around the world. For more information please see www.carlyle.com. The Carlyle Group has a significant track record of investment in the chemicals sector, including AZ Electronic Materials, a global supplier of electronic materials to the semiconductor and flat panel display industries, acquired in September 2004, and H.C. Starck, a German provider of specialty metals, advanced ceramics and electronic chemicals acquired with Advent International in January 2007. Carlyle Offshore Partners II, Ltd. submitted this notification as the ultimate controlling entity of GREEN BIDCO COMMERCIAL AND INDUSTRIAL S.A. according to the following chain of control: Carlyle Offshore Partners II, Ltd. by virtue of an agreement with DBD Cayman Limited exercises the voting rights of all of the entities controlled by the latter. DBD Cayman Limited controls TCG Holdings Cayman II, L.P. as a General Partner and exercises investment discretion and dispositive power over investments held by Carlyle Europe Partners III, L.P. TCG Holdings Cayman II, L.P. exercises investment discretion and control over Carlyle Europe Partners III, L.P. and over CEP III Participations S.a r.l. SICAR through its subsidiary CEP III Managing, GP, L.P. Moreover, TCG Holdings Cayman II, L.P. controls as a General Partner TC Group Cayman Investment Holdings L.P., which is the sole shareholder of CEP III Managing GP Holdings, Ltd. CEP III Managing GP Holdings, Ltd. exercises investment discretion and control over Carlyle Europe Partners III, L.P. and over CEP III Participations S.a r.l. SICAR as the General Partner of CEP III Managing GP L.P., which is the General Partner of Carlyle Europe Partners III, L.P., whose subsidiary is CEP III Participations S.a r.l. SICAR. The latter holds 100% of the shares and voting rights of CEP III Investment 2 S.a r.l., which owns 100% of the shares and voting rights of CEP III Investment 5 S.a r.l., which in turn owns 100% of the shares and voting rights of the Greek company Green Topco Holding Company S.A. The latter owns 100% of the shares and the voting rights of the GREEN BIDCO S.A.
Following the above GREEN BIDCO S.A. possesses in total 26,473,642 shares and voting rights that correspond to 73,54% of the total shares of the Company. GREEN BIDCO S.A. is a wholly owned subsidiary of the Carlyle Group. The Carlyle Group (hereafter "Carlyle Group" or "Carlyle") is a global private equity firm with $81.1 billion under management committed to 60 funds. Carlyle invests in buyouts, venture & growth capital, real estate and leveraged finance in Africa, Asia, Australia, Europe, North America and South America focusing on aerospace & defense, automotive & transportation, consumer & retail, energy & power, financial services, healthcare, industrial, infrastructure, technology & business services and telecommunications & media. Since 1987, the firm has invested $43.0 billion of equity in 774 transactions for a total purchase price of $229.3 billion. The Carlyle Group employs more than 1,000 people in 21 countries. In the aggregate, Carlyle portfolio companies have more than $87 billion in revenue and employ more than 286,000 people around the world. For more information please see www.carlyle.com. The Carlyle Group has a significant track record of investment in the chemicals sector, including AZ Electronic Materials, a global supplier of electronic materials to the semiconductor and flat panel display industries, acquired in September 2004, and H.C. Starck, a German provider of specialty metals, advanced ceramics and electronic chemicals acquired with Advent International in January 2007. Carlyle Offshore Partners II, Ltd. submitted this notification as the ultimate controlling entity of GREEN BIDCO COMMERCIAL AND INDUSTRIAL S.A. according to the following chain of control: Carlyle Offshore Partners II, Ltd. by virtue of an agreement with DBD Cayman Limited exercises the voting rights of all of the entities controlled by the latter. DBD Cayman Limited controls TCG Holdings Cayman II, L.P. as a General Partner and exercises investment discretion and dispositive power over investments held by Carlyle Europe Partners III, L.P. TCG Holdings Cayman II, L.P. exercises investment discretion and control over Carlyle Europe Partners III, L.P. and over CEP III Participations S.a r.l. SICAR through its subsidiary CEP III Managing, GP, L.P. Moreover, TCG Holdings Cayman II, L.P. controls as a General Partner TC Group Cayman Investment Holdings L.P., which is the sole shareholder of CEP III Managing GP Holdings, Ltd. CEP III Managing GP Holdings, Ltd. exercises investment discretion and control over Carlyle Europe Partners III, L.P. and over CEP III Participations S.a r.l. SICAR as the General Partner of CEP III Managing GP L.P., which is the General Partner of Carlyle Europe Partners III, L.P., whose subsidiary is CEP III Participations S.a r.l. SICAR. The latter holds 100% of the shares and voting rights of CEP III Investment 2 S.a r.l., which owns 100% of the shares and voting rights of CEP III Investment 5 S.a r.l., which in turn owns 100% of the shares and voting rights of the Greek company Green Topco Holding Company S.A. The latter owns 100% of the shares and the voting rights of the GREEN BIDCO S.A.