ANNOUNCEMENT REGARDING THE RESULTS OF THE MANDATORY TENDER OFFER OF ?LAFARGE CEMENTOS SAU?
ANNOUNCEMENT
REGARDING THE RESULTS OF THE MANDATORY TENDER OFFER OF
“LAFARGE CEMENTOS SAU”
FOR THE ACQUISITION OF THE TOTAL OF ORDINARY SHARES OF
“HERACLES GENERAL CEMENT CO”
IN CONSIDERATION OF EUR 1.23 IN CASH PER SHARE
In accordance with article 23 of Law 3461/2006 (hereinafter, the “Law”), the company “LAFARGE CEMENTOS SAU” (hereinafter, the “Offeror”), hereby announces the results of the mandatory tender offer (hereinafter, the “Tender Offer”) which it launched on 30 July 2015 (the “Tender Offer Date”), for the acquisition of the total ordinary shares with voting rights of the Greek société anonyme under the name “HERACLES GENERAL CEMENT CO” (hereinafter, the “Company”), with a nominal value of EUR 1.70 each (hereinafter, the “Shares”), which were not held, directly or indirectly, by the Offeror and/or any other person acting in concert with the offeror or on behalf thereof as of the Tender Offer Date.
The words and phrases as well as the combination of words and phrases with capital letters, which are defined in the Information Memorandum drafted by the Offeror, approved by the Board of Directors of the Capital Market Commission on November 6, 2015 and published in accordance with the Law, will have the same meaning when used in the present announcement, unless otherwise defined in the present or otherwise arises from the overall context.
1. The Acceptance Period started on Wednesday, 11 November 2015 and expired on Friday, 11 December 2015. Throughout the Acceptance Period, 346 Shareholders have duly and timely accepted the Tender Offer (hereinafter, the “Accepting Shareholders”), by offering 3,215,358 Shares in total, representing approximately 4.52% of the paid up share capital and voting rights of the Company (hereinafter, the “Tendered Shares”).
2. The Offeror has not acquired, through ATHEX or otherwise, any Shares of the Company throughout the period from the Tender Offer Date to the expiry of the Acceptance Period. Therefore, on completion of the off- exchange transfer of the Tendered Shares, the Offeror shall hold 66,468,761 Shares in total, representing approximately 93.51% of the paid up share capital and voting rights of the Company. Any Shares that may be further acquired by the Offeror until the date of completion of the abovementioned off- exchange transfer are not included in the above percentage.
3. The off- exchange transfer of the Tendered Shares to the Offeror by the Accepting Shareholders shall take place on 16 December 2015 and payment of the offered price of EUR 1.23 per Share (hereinafter, the “Tender Offer Consideration”) shall take place on 18 December 2015, as more specifically contemplated in paragraph 2.18 of the Information Memorandum.
4. Furthermore, in view of the results of the Offer, the Offeror:
(a) will request that the remaining Shares are transferred to it at a price per share equal to the Tender Offer Consideration in accordance with article 27 of Law 3461/2006 and the decision of the Board of Directors of Capital Market Commission 1/644/22.04.2013 (hereinafter, the “Right of squeeze-out”) and
(b) is obliged to acquire through on-exchange transactions all the Shares which may be offered to it within a period of three (3) months from the date of publication of the present announcement, against payment in cash of the Tender Offer Consideration, in accordance with article 28 of Law 3461/2006 (hereinafter, the “Right to sell-out”). For this purpose, the Offeror has given a permanent purchaser order through Eurobank Ergasias S.A., in connection to the purchase of Shares in exchange for the Tender Offer Consideration.
Following the completion of the Squeeze-out right procedure, the Offeror will pursue the delisting of the Shares from ATHEX, in accordance with article 17 para. 3 of Law 3371/2005 pursuant to a resolution of the General Meeting of the shareholders of the Company, in which the Offeror will vote in favor of such resolution.
The terms and conditions of the Tender Offer mentioned in the present announcement have been set out in the Information Memorandum, which had been circulated to those shareholders to whom the offer had been made. In particular, the Tender Offer was subject to geographical restrictions as to whom the Tender Offer had been made, as well as other restrictions as appropriate for offers of that type.