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Date 31/07/2015

Announcement regarding the mandatory tender offer of LAFARGE CEMENTOS SAU for the acquisition of shares of Heracles GCCo

 

1.    The Spanish société anonyme under the registered name "LAFARGE CEMENTOS SAU", having its registered office at Road C-17, Km 2,947 in Montcada I Reixac, Barcelona, Spain, announces the submission of a mandatory tender offer (the "Tender Offer"), pursuant to Articles 7 and 10 of Law 3461/2006 (the "Law"), as amended, to all holders (the "Shareholders") of common, registered, dematerialized voting shares of a nominal value of €1.70 each (the "Shares") of the Greek company under the name "HERACLES GENERAL CEMENT CO, registered with the General Electronic Commercial Registry (GEMI) of the Ministry of Development & Competitiveness under registry no 224201000 and having its registered offices at 19.3km Markopoulou Avenue, 19002 Paiania – Attica (the "Company"). The Company's paid-up share capital amounts as at the date hereof to €120,840,601.90 divided into 71,082,707 common registered shares, which are listed on the Low Dispersion category of the Athens Exchange (the "ATHEX").

 

2.      On 10/07/2015, the company with registered name "LafargeHolcim Ltd." indirectly acquired 63,253,403 Shares of the Company, which correspond to 88.99% of the share capital and voting rights thereof, through the acquisition of control in the ultimate, as of that date, parent undertaking of the Company, namely the company with registered name "LAFARGE SA". There was no change as to the above Shares or voting rights pertaining to the direct shareholder of the Company, namely the Offeror, or the above Shares and voting rights that are held indirectly from the remaining companies that are hereafter controlled by LafargeHolcim Ltd. It is clarified that the Offeror belongs to the LafargeHolcim group of companies and submits the present Tender Offer as a result of the respective obligation arisen on the ultimate parent undertaking, LafargeHolcim Ltd, which acts in concert with the Offeror.

 

3.      As a result to the above change in the ultimate indirect control of the Company, which triggers the obligation to submit a mandatory tender offer pursuant to Article 7 of the Law, the Offeror initiated the Tender Offer process on 30/07/2015 (the "Tender Offer Date"), informing the Hellenic Capital Market Commission (the "HCMC") and the Company's Board of Directors and submitting to the said bodies the draft Prospectus, pursuant to Article 10 of the Law.

 

4.      As of 10/07/2015 and on the Tender Offer Date, the Offeror held 63,253,403 Shares in the Company, which represent circa 88.99% of the total paid-up share capital and voting rights of the Company.

5.      Through the Tender Offer, the Offeror undertakes to acquire the sum of the Company's Shares which it did not hold, directly or indirectly, on 10/07/2015. Accordingly, the shares that are the subject of the Tender Offer stand at 7,829,304 Shares, equivalent to 11.01% of the paid-up share capital and voting rights of the Company (the "Shares of the Tender Offer").

6.      Pursuant to Article 9 of the Law, the Offeror offers €1.23 for each Share of the Tender Offer validly tendered (the "Offer Price"), which amounts to the average weighted trading price of the shares of the Company during the last six (6) months prior to the date on which the Offeror was obliged to submit the Tender Offer, i.e. before 10/07/2015.

It is noted that the relevant tax on stock exchange transactions, which today equals to 0.20% on the value of the over the counter transaction for the transfer of the Shares to the Offeror will be deducted from the payable Offer Price. The transaction value on which the 0.20% sales tax will be applied will be the higher between the Offer Price and the closing price at ATHEX as at the date before the date of application for the transfer of the Shares to the Hellenic Central Securities Depository ("ATHEXCSD").

It is also noted that the Offeror shall undertake to pay the ATHEXCSD clearing fees, equaling 0.08% on the value of the shares transferred, which is calculated as the product of the number of shares to be transferred multiplied by the highest of the following prices: the Offer Price and the closing price of the share at the ATHEX on the day preceding the submission of the requisite documents of article 46 of the Dematerialized Securities System Regulation to the ATHEXCSD, with minimum charge amount equal to the lowest between €20 and the 20% of the value of the shares transferred per each Shareholder that will validly accept the Tender Offer (the "Accepting Shareholder"), pursuant to article 7 of the codified decision 1/223/28.1.2014 of the Board of Directors of ATHEXCSD, as currently in force.

      Consequently, the Accepting Shareholders will collect the Tender Offer amount per share without the deduction of the above fees but reduced to the amount of the aforementioned tax.

In this Tender Offer:

 

      (a)        As arises from the official data of the ATHEX, the average weighted trading          price of the Company's Shares during the last six (6) months prior to the      date on which the Offeror was obliged to submit the Tender Offer is €1.23.             It is noted that for the calculation of the above average weighted trading price of the Shares of the Company, the data taken into consideration   includes  all available data until 26/06/2015, given that as from    29/06/2015 the ATHEX market remains closed.

 

(b)       Neither the Offeror nor any person acting in concert with it or on behalf of the Offeror has acquired shares in the Company during the twelve (12) months prior to the date on which the Offeror was obliged to submit the Tender Offer.

      Accordingly, the Offer Price satisfies the requirements of Article 9 para. 4 of the Law.

7.      BNP Paribas S.A., a credit institution legally established in France, certifies, pursuant to Article 9 para. 3 of the Law, that the Offeror has the necessary resources to pay in full the Offer Price for the Shares of the Tender Offer, including the charge for the respective clearing rights at ATHEXCSD. It should be noted that BNP Paribas S.A. does not provide any guarantee for execution of payment or fulfilment of other obligations undertaken by the Offeror under the Tender Offer.

8.      The Offeror does not intend to acquire further Shares in the Company, via the ATHEX or otherwise, during the period from publication of the submission of the Tender Offer through to the expiry of the Acceptance Period of the Tender Offer (as defined in paragraph 10 hereinbelow).

9.      The Offer is mandatory and not subject to conditions.

10.  Pursuant to Article 18(2) of the Law, the acceptance period during which the Accepting Shareholders can declare that they accept the Tender Offer (the "Acceptance Period") will commence and be announced immediately after publication of the prospectus as approved by the HCMC.

 

11.  BNP Paribas S.A. is acting as advisor to the Offeror for the purposes of the Tender Offer, in accordance with Article 12 of the Law. BNP Paribas S.A. is incorporated in France, with registered offices at 16, Boulevard des Italiens, 75009, Paris and is registered with the RCS Paris under no. 662 042 449, regulated by the Autorité de Contrôle Prudentiel and is entitled to provide in Greece the investment services referred to in Article 4 para. 1(f) and (g) of Law 3606/2007.

 

IMPORTANT NOTE

 

This announcement, the prospectus or any other document or announcement related to this Tender Offer is addressed solely to persons legally qualified to accept it. No offer of shares will be accepted by or for the account of Shareholders in any jurisdiction in which such offer, solicitation or distribution may be illegal. The distribution of this announcement, the prospectus or any other document or announcement related to this Tender Offer may, in certain countries, be restricted by the law or regulations. Accordingly, persons who come into possession of this document, the prospectus or any other document or announcement related to this Tender Offer must be aware of and observe these restrictions and shall not distribute or forward such documents, announcements and/or communications to any third parties. Insofar as allowed by applicable legislation, the Offeror and BNP Paribas S.A. waive any liability for any violation by any persons of the aforesaid restrictions and prohibitions. ​

 

 

On behalf of LAFARGE CEMENTOS SAU

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