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Date 11/11/2015

MANDATORY TENDER OFFER OF THE COMPANY “LAFARGE CEMENTOS SAU” TO THE SHAREHOLDERS OF THE COMPANY “HERACLES GENERAL CEMENT CO”

FOR THE ACQUISITION OF THE TOTAL OF

THE COMMON SHARES WITH VOTING RIGHTS OF THE COMPANY

"HERACLES GENERAL CEMENT CO"

 

IN CONSIDERATION OF € 1.23 IN CASH PER SHARE

(in accordance with the provisions of Law 3461/2006)

 

 

It is hereby announced that on 6 November 2015 (the "Date of the Information Memorandum"), the Board of Directors of the Hellenic Capital Markets Commission approved, pursuant to Article 11 para. 4 of Law 3461/2006 (the "Law"), the information memorandum (the "Information Memorandum") of the mandatory tender offer (the "Tender Offer") submitted by the company with registered name "LAFARGE CEMENTOS SAU (the "Offeror") on 30 July 2015 (the "Tender Offer Date") to the shareholders of the company "HERACLES GENERAL CEMENT CO" (the "Company").

 

1.       DISTRIBUTION OF THE INFORMATION MEMORANDUM

 

The Information Memorandum, as approved by the Hellenic Capital Markets Commission (the "CMC"), as well as the declarations of acceptance of the Tender Offer, will be distributed free of charge in hard copy in all Greek branches of "Eurobank Ergasias" (the "Receiving Bank") during business days and hours, starting from Wednesday, 11 November 2015 and throughout the entire duration of the Tender Offer Acceptance Period (as defined below). In addition, the shareholders will be entitled, as at 11 November 2015 and throughout the Tender Offer Acceptance Period, to receive copies of the Information Memorandum from the offices of the Offeror, located at Road C-17, 2,947 km in Montcada I Reixac, Barcelona, Spain.

 

Furthermore, the Information Memorandum will be available in electronic form on the webpage of the Offeror (http://www.lafarge.com.es/) and that of the company "BNP Paribas S.A.", acting in its capacity as the financial adviser of the Offeror (the "Adviser") (http://securities.bnpparibas.com/contact-us/our-offices.html, then "Greece" page).

 

2.       SUBJECT OF THE TENDER OFFER

 

On 11 May 2015, the company with registered name "Holcim Ltd" filed a public exchange offer on the shares of the company with registered name "Lafarge S.A.", which was the ultimate parent company of the Company. Further to the completion of the above public exchange offer, Holcim Ltd acquired on 10 July 2015, a 87.46% stake in the share capital of Lafarge S.A. and on the same date, changed its registered name to LafargeHolcim Ltd. Therefore, LafargeHolcim Ltd. became on 10 July 2015 the controlling shareholder of Lafarge S.A. The public exchange offer was thereafter resumed from 15 July 2015 until 28 July 2015 and following the completion of a squeeze-out process on 23 October 2015, LafargeHolcim Ltd. acquired 100% of the share capital of Lafarge S.A.

 

As a result, on 10 July 2015, LafargeHolcim Ltd became the indirect owner of 63,253,403 shares in the share capital of the Company (the "Shares"), which correspond to 88.99% of the total voting rights thereof and consequently became the ultimate parent company of the Company. It is clarified that the Offeror belongs to the LafargeHolcim group of companies and has submitted the Tender Offer as a result of the respective obligation arisen on the ultimate parent undertaking, LafargeHolcim Ltd, which acts in concert with the Offeror. The Offeror duly initiated the Tender Offer procedure on the Tender Offer Date. It is noted that from 10 July 2015 until the Information Memorandum Date there have been no other changes as to the control of the Shares and voting rights in respect of the direct shareholder of the Company, namely the Offeror, or the indirect control of the Shares and voting rights from any other entities controlled by LafargeHolcim Ltd.

 

In particular, on the Tender Offer Date and the Information Memorandum Date, the shares being the object of the Tender Offer amounted to 7,829,304 shares (the "Tender Offer Shares"), which correspond to 11.01% of the voting rights of the Company.

 

The Offeror does not intend to acquire any further shares in the Company, through the ATHEX or otherwise, during the period from publication of the submission of the Tender Offer until the end of the Acceptance Period, as such is defined below.

 

3.       ACCEPTANCE PERIOD

 

The acceptance period of the Tender Offer will commence on Wednesday, 11 November 2015 and end on Friday, 11 December 2015 (the "Tender Offer Acceptance Period") by close of business (in accordance with the business hours followed by banks operating in Greece).

 

4.       OFFER CONSIDERATION

 

In accordance with Article 9 of the Law, the Offeror will pay the amount of €1.23 in cash per Tender Offer Share in relation to which the Tender Offer will be timely and validly accepted (the "Offer Consideration").

 

The Offer Consideration is fair and reasonable in accordance with Article 9 para. 4 of the Law, as specifically analyzed in section 2.12 of the Information Memorandum.

 

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 Consideration to any accepting shareholders.

 

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 ("DSS") Regulation, 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.

 

5.       PROCEDURE OF ACCEPTANCE OF THE TENDER OFFER

 

Accepting Shareholders must complete and lodge a declaration of acceptance of the Tender Offer (the "Declaration of Acceptance") at any branch of the Receiving Bank in Greece. Accepting Shareholders may also authorise the Initial Operator of their Shares Account on the DSS (as defined in the DSS Operating Rules), to take all the necessary steps for the acceptance of Tender Offer on their behalf.

 

Copies of Declaration of Acceptance forms will be available at any business hour of any business day throughout the Acceptance Period from the branches of the Receiving Bank. The procedure for accepting the Tender Offer is set forth in detail in section 2.16 of the Information Memorandum.

 

6.       COMPLETION OF THE TENDER OFFER

 

The results of the Tender Offer will be announced within two (2) business days from the end of the Acceptance Period, namely until 15 December 2015, in the Daily Price Index of the Athens Exchange, the webpage of ATHEX and the webpage of the Offeror in accordance with Article 23 of the Law.

The transfer of the offered shares to the Offeror and payment of the Offer Consideration to the Accepting Shareholders will take place within three business days from the announcement of the results of the Tender Offer, namely until 18 December 2015.

 

 

 

7.       NOTES

 

If, following the completion of the Tender Offer, the Offeror and any persons acting in concert with the Offeror hold shares representing in aggregate at least 90% of the total voting rights of the Company, the Offeror will exercise its squeeze-out right i.e., it will require the transfer to it of all remaining shares of the Company, in accordance with Article 27 of the Law (the "Squeeze-out Right") and decision 1/644/22.04.2013 of the Board of Directors of the CMC.

 

Further to the completion of the process of exercising the Squeeze-out Right, the Offeror will convene a general meeting of the shareholders of the Company in order to resolve on the delisting of the shares of the Company from ATHEX and, thereafter, will proceed with submitting a request to the CMC in connection with such delisting.

 

In case the requirements of article 27 of the Law are not fulfilled and, therefore, the Offeror is not entitled to the exercise of the Squeeze-out Right, the Offeror will not pursue any action towards the delisting of the shares from ATHEX.

 

The present announcement is not intended to substitute the full content of the Information Memorandum, which should be consulted and carefully read by any interested parties prior to proceeding to any investment decision in connection with the Tender Offer.

 

11 November 2015

 

The Tender Offer is addressed only to those persons to whom it can lawfully be addressed and is made only in those countries in which it can lawfully be made. Submission of the Tender Offer to persons who are the nationals or residents of, or who are domiciled in, a country outside Greece, or to the representatives or the trustees or the custodians of shares of persons outside Greece, is considered to take place only if it complies with the laws of those countries.

Any person who may receive a copy of this Information Memorandum and / or the Declaration of Acceptance in any country outside Greece must not consider that the invitation or offer is addressed to him and under no circumstances can he make use of the Declaration of Acceptance if in the corresponding country neither the above invitation nor the offer can lawfully be submitted to this individual, or if the Declaration of Acceptance cannot be used without breach of any relevant provisions of law. In these circumstances the Information Memorandum and / or the Declaration of Acceptance will be deemed as not sent.

Each person outside Greece who wishes to accept the Tender Offer is responsible for obtaining information and for complying fully with the legal requirements in the relevant country in relation to the Tender Offer. Any person outside Greece who has any doubts concerning the system of law governing the matter must take professional advice.

 

In particular, the Tender Offer must not be addressed in any way or in any form (document or otherwise), directly or indirectly, within or to a country under the laws of which the execution of the Tender Offer or the posting or distribution of this Information Memorandum is illegal or contravenes any applicable law, rule or regulation (the "Exempted Country") or to any person connected with an Exempted Country. For this reason the sending, distribution, posting or in any other way promotion of copies or duplicates of this Information Memorandum or of any document or other material relating to this Tender Offer by any person whatsoever to or from the Exempted Countries, is prohibited.

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