S & B INDUSTRIAL MINERALS S.A.

Announcement

S&B INDUSTRIAL MINERALS, MINING, QUARRYING, INDUSTRIAL, COMMERCIAL, TOURIST, SHIPPING, ENGINEERING, JOINT-STOCK COMPANY

(The Company)

 

Announcement

 

Following the request of the Hellenic Capital Market Commission the Board of Directors of the Company was informed by Mr. Ulysses Kyriacopoulos, on the following:

 

Further to the CompanyΆs press release dated 24 January 2013, it is clarified that Mr. Ulysses Kyriacopoulos, family members and entities controlled by the same (the “Shareholders”) are in exclusive discussions with Rhône Capital IV L.P., established under the laws of the State of Delaware in the United States of America and certain affiliated entities (collectively, “Rhône”), with the object of reaching an agreement (the “Agreement”), according to which Delphi Luxembourg Holdings S.À R.L. (the “Offeror”) acting in concert with the Shareholders will launch a mandatory tender offer for the acquisition of the CompanyΆs shares (the “Mandatory Offer”) according to the provisions of Law 3461/2006 on tender offers (the “Law”). Rhône is an international private equity firm with successful investment experience in a wide range of companies including in the minerals and mining industry.

 

 Under the terms being considered, the ShareholdersΆ shares (held directly or indirectly by them and representing in aggregate approximately 61% per cent of the CompanyΆs issued share capital) would not be part of the Offer with the intention that the Shareholders would remain as majority shareholders. If following completion of the Mandatory Offer, 90% of the shares and voting rights in the Company are acquired, the exercise of a squeeze-out right shall follow according to article 27 of the Law, following which the delisting of the Company from the Athens Exchange will be sought. The seat of S & B Industrial Minerals remains in Greece.

 

As it has already been announced, provided the Agreement is reached and entered into, the Mandatory Offer will be launched at an offer price in cash amounting to €5.80 per share (the “Price”), which exceeds on the date of this announcement (28.1.2013) the requirements of “reasonable and fair” consideration according to the provisions of article 9 par. 4 of the Law. If the Agreement is reached and entered into, the Mandatory Offer will be launched immediately within the next days and according to all provisions of Law 3461/2006, including article 9 par. 4 of the law.

 

It is clarified again that the exclusive discussions between the Shareholders and Rhône are on-going. In case though that no agreement is concluded between the Shareholders and Rhône within the next days, a relevant announcement will follow immediately.

 

It is noted that according to the applicable legislation until the new announcement either in relation to the launch of Mandatory Offer or the non-conclusion of agreement between the Shareholders and Rhône, none of the aforementioned involved persons shall enter into, directly or indirectly, transactions over the shares of the Company.