ANNOUNCEMENT
S&B Industrial Minerals S.A. (the “Issuer”), in accordance with the provisions of articles 14 of Law 3556/2007 and 10 of Law 3340/2005, as in effect, and in conjunction with the relevant decisions of the Hellenic Capital Market Commission, announces that on 29.4.2013 it received notification letters in accordance with the provisions of Law 3556/2007 dated 29.4.2013 based on which the following are notified:
Within the context of certain transactions that took place on 24.4.2013 (the “Transactions”) Delphi Luxembourg Holdings S.ar.l. acquired 1,047,785 shares of the Issuer representing 2.046% of the voting rights of the Issuer.
Regarding the above and following the Issuer's previous announcements it is noted that based on the agreement dated January 30, 2013 (the “Agreement”), on the one hand the Issuer's shareholders, Aikaterini P. Kyriacopoulou, Odysseus P. Kyriacopoulos, Flora-Maria P. Kyriacopoulou, Paris Kyriacopoulos, Aikaterini O. Kyriacopoulou, Alexia Kyriacopoulou, Blue Crest Holding S.A., Blue Water Holding S.A., High Gate Holding S.A., Orymil S.A. and Avgi Real Estate S.A. and on the other hand the company Delphi Luxembourg Holdings S.ar.l., which is indirectly wholly-owned by investment funds which are controlled by Rhône Capital IV L.P, which is indirectly controlled by Rhône Capital L.L.C. (all the above persons hereinafter referred to as the “Concerted Parties”) agreed to act in concert within the meaning of article 2 (e) of Law 3461/2006 on takeover bids and for the purposes of submitting a mandatory tender offer which was submitted by the Concerted Parties on 30.1.2013 (the “Tender Offer”). By virtue of the Agreement and pursuant to the above Transactions, the total amount of the voting rights of the Issuer which under articles 2 (e) and 7 of Law 3461/2006 is deemed to be held by the Concerted Parties amounts to 35,120,860 shares representing 68.599% of the total share capital and voting rights of the Issuer (compared to 32.912.310 shares representing 64.287% prior to the Transactions). More specifically, it is clarified that:
1. With regard to Mrs. Aikaterini P. Kyriacopoulou, from the above total amount of voting rights (68.599%), 19,745,810 voting rights (i.e., 38.57% of the total share capital and voting rights of the Issuer) are indirectly controlled as follows: (a) 11,109,753 voting rights (i.e., 21.70% of the total share capital and voting rights of the Issuer) through Blue Crest Holding S.A. which holds directly the above rights and is exclusively controlled by Mrs. Aikaterini P. Kyriacopoulou, (b) 557,000 voting rights (i.e., 1.09% of the total share capital and voting rights of the Issuer) through Avgi Real Estate S.A. which holds directly the above rights and is exclusively controlled by Mrs. Aikaterini P. Kyriacopoulou, (c) 226,069 voting rights (i.e., 0.44% of the total share capital and voting rights of the Issuer) through Orymil S.A. which holds directly the above rights and is exclusively controlled by Mrs. Aikaterini P. Kyriacopoulou, (d) 7,852,288 voting rights (i.e., 15.34% of the total share capital and voting rights of the Issuer) derive from the shares, which are held through bare ownership by Mr Odysseus P. Kyriacopoulos and Mrs. Flora-Maria P. Kyriacopoulou and are exercised due to usufruct by Mrs. Aikaterini P. Kyriacopoulou.
2. With regard to Mr Odysseus P. Kyriacopoulos, from the above total amount of voting rights (68.599 %), 5,666,078 voting rights (i.e., 11.07% of the total share capital and voting rights of the Issuer) are indirectly controlled by Mr Odysseus P. Kyriacopoulos through High Gate Holding S.A., which holds directly the above rights and is exclusively controlled by Mr. Odysseus P. Kyriacopoulos.
3. With regard to Mrs. Flora-Maria P. Kyriacopoulou, from the above total amount of voting rights (68.599 %), 5,950,474 voting rights (i.e. 11.62% of the total share capital and voting rights of the Issuer) are indirectly controlled through Blue Water Holding S.A., which holds directly the above rights and is exclusively controlled by Mrs. Flora-Maria P. Kyriacopoulou, since the total amount of its share capital is exclusively owned by Mrs. Flora-Maria P. Kyriacopoulou.
4. With regard to Mr Paris Kyriacopoulos, Mrs. Alexia Kyriacopoulou and Mrs. Aikaterini O. Kyriacopoulou, from the above total amount of voting rights (68.599%), no voting rights are held directly or indirectly through controlled entities, but their totality is deemed, for each of the above, to be held indirectly exclusively by virtue of the Agreement.
5. Finally, with regard to Rhône Capital L.L.C. and the controlled by it entities, including Delphi Luxembourg Holdings S.àr.l., from the above total voting rights (68.599%), 3,758,498 shares of the Issuer representing 7.339 % of the voting rights of the Issuer are directly held by Delphi Luxembourg Holdings S.àr.l.. It is noted that Delphi Investor S.àr.l. holds 100% of shares and voting rights of Delphi Luxembourg Holdings S.àr.l. Delphi Investor S.àr.l. is controlled by majority by Rhône Offshore Partners IV L.P., while the remaining shares and voting rights of Delphi Investor S.àr.l. are held by Rhône Partners IV L.P. and Rhône Coinvestment IV L.P.