Announcement in relation to a change in voting rights
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 11.2.2013 it received notification letters in accordance with the provisions of Law 3556/2007 and 3340/2005 dated 11.2.2013 based on which the following are notified:
Within the context of certain transactions that took place on 8.2.2013 (the “Transactions”):
a) Mr Paris Kyriacopoulos contributed in kind 324,311 voting shares of the Issuer (i.e. 0.63% of the total voting rights of the Issuer) to the company High Gate Holding S.A. in exchange for 180,316 newly issued shares of the latter,
b) Mrs. Aikaterini O. Kyriacopoulou contributed in kind 114,700 voting shares of the Issuer (i.e. 0.22% of the total voting rights of the Issuer) to the company High Gate Holding S.A. in exchange for 63,773 newly issued shares of the latter, and
c) Mrs. Alexia Kyriacopoulou contributed in kind 115,000 voting shares of the Issuer (i.e. 0.22% of the total voting rights of the Issuer) to the company High Gate Holding S.A. in exchange for 63,940 newly issued shares of the latter.
Pursuant to the abovementioned contributions in kind, the direct shareholding of High Gate Holding S.A. (which continues to be exclusively controlled by Mr Odysseus Kyriacopoulos) in the Issuer amounts to 5,666,078 voting shares, i.e. 11.07% of the total share capital and voting rights of the Issuer (compared to 5,112,067 voting shares, i.e. 9.98% of the total share capital and voting rights, as prior to the aforementioned Transactions).
Regarding the above and following the Issuer's announcement dated 5.2.2013, 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.À R.L., which is indirectly wholly-owned by investment funds which are controlled by Rhône Capital IV L.P, (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, 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 31,362,362 shares representing 61.26% of the total share capital and voting rights of the Issuer.
Following the completion of the Transactions it is further clarified that:
1. With regard to Mr Odysseus Kyriacopoulos, from the above total amount of voting rights (61.26%), 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 Kyriacopoulos through High Gate Holding S.A., which holds directly the above rights and is exclusively controlled by Mr. Odysseus P. Kyriacopoulos.
2. With regard to Mr Paris Kyriacopoulos, Mrs. Alexia Kyriacopoulou and Mrs. Aikaterini O. Kyriacopoulou, from the above total amount of voting rights (61.26%), 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.
Finally, it is clarified that by virtue of the Agreement the Concerted Parties acknowledge and explicitly agree that the conditions of the Agreement which refer to joint exercise of the voting rights attached to shares of the Issuer do not in any way prejudice (and do not purport to prejudice) the obligation of the parties to receive prior clearance by the relevant competition authorities for the acquisition of joint control in the Issuer in accordance with the applicable legislation in Greece, Ukraine and Germany. Furthermore, nothing in the above conditions shall allow the parties to the Agreement to exercise directly or indirectly (or to be deemed as having the possibility to exercise) joint control in the Issuer within the meaning of the applicable competition law provisions before the competent competition authorities grant their approval.