SUBMISSION OF AN APPLICATION TO THE CAPITAL MARKET COMMISSION BY THE COMPANY ?LAFARGE CEMENTOS SAU? REGARDING THE EXERCISE OF THE SQUEEZE-OUT RIGHT FOR THE ACQUISITION OF THE ORDINARY SHARES OF THE COMPANY ?HERACLES GENERAL CEMENT CO?
SUBMISSION OF AN APPLICATION TO THE CAPITAL MARKET COMMISSION BY THE COMPANY “LAFARGE CEMENTOS SAU” REGARDING THE EXERCISE OF THE SQUEEZE-OUT RIGHT FOR THE ACQUISITION OF THE ORDINARY SHARES OF THE COMPANY “HERACLES GENERAL CEMENT CO”
The company “HERACLES GENERAL CEMENT CO” (hereinafter, the “Company”) announces, further to the respective notice it received on 29 January 2016 by the company “LAFARGE CEMENTOS SAU” (hereinafter, the “Offeror”), that the offeror submitted as of the above date an application to the Capital Market Commission in respect of the exercise of its squeeze-out right for the acquisition of all the ordinary shares of the Company, in accordance with Article 27 of Law 3461/2006 (hereinafter, the “Law”).
In particular, as detailed in the application, on 16 December 2015 i.e., on the date on which the off-exchange transfer of the shares offered in the context of the mandatory tender offer submitted by the Offeror on 30 July 2015 for all the shares of the Company (hereinafter, the “Tender Offer”), the Offeror held directly 66,468,761 ordinary shares, which represent approximately 93.51% of all ordinary shares and voting rights in the Company.
It is noted that after the end of the acceptance period of the Tender Offer and until 26 January 2016, the Offeror had acquired through ATHEX 121,752 shares representing 0.17% of the Company's total shares and voting rights, as a result of exercise of the sell-out right by certain minority shareholders.
Further to the above, by virtue of its application to the Capital Market Commission, the Offeror requests the approval of the exercise of its squeeze-out right in respect of the remaining shares, in exchange for the amount of EUR 1.23 in cash (which equals the consideration offered in the context of the Tender Offer). The relevant tax on stock exchange transactions, which today equals to 0.20% on the value of the off-exchange transaction for the transfer of the Shares to the Offeror, will be deducted from the payable consideration.
The intent of the Offeror to exercise its squeeze-out right is reflected in paragraph 2.4.1 of the Information Memorandum to the Tender Offer, which was approved on 6 November 2015 by the Board of Directors of the Capital Market Commission.
The Offeror has furthermore submitted, as an attachment to the application for the exercise of the squeeze-out right, the certification of BNP Paribas S.A. dated 25 January 2016, which attests that the Offeror possesses the necessary funds in order to pay in full the price that may be payable in cash for the acquisition of the remaining shares of the Company plus the clearance duties, amounting to 0.16%, that are payable in favor of ATHEXCSD.