EQS-News: Ignite Luxembourg Holdings S.à r.l.: Offer Closed for Acceptances

EQS-News: Ignite Luxembourg Holdings S.à r.l. / Key word(s): Offer
   Ignite Luxembourg Holdings S.à r.l.: Offer Closed for Acceptances

   24.07.2023 / 08:00 CET/CEST
   The issuer is solely responsible for the content of this announcement.

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   NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO
   OR FROM AUSTRALIA, CANADA, HONG KONG, NEW ZEALAND, SOUTH AFRICA OR THE
   UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS) OR ANY OTHER
   JURISDICTION, OR TO ANY PERSON, WHERE TO DO THE SAME WOULD CONSTITUTE A
   VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

   This announcement is not an offer, whether directly or indirectly, in
   Australia, Canada, Hong Kong, New Zealand, South Africa or the United
   States (including its territories and possessions) or in any other
   jurisdiction where such offer pursuant to legislation and regulations in
   such relevant jurisdiction would be prohibited by applicable law.

   Shareholders not resident in Austria or the Netherlands who wish to accept
   the Offer (as defined below) must make inquiries concerning applicable
   legislation and possible tax consequences.

   In the United Kingdom, this announcement is only being made to and
   directed at (i) investment professionals (as defined in Article 19(5) of
   the Financial Services and Markets Act 2000 (Financial Promotion) Order
   2005 (the "Financial Promotion Order")) or (ii) high net worth entities
   and other persons to whom it may lawfully be communicated, falling with
   Article 49(2)(a) to (d) of the Financial Promotion Order.

   Shareholders should refer to the offer restrictions included in the
   section titled "Important information" at the end of this announcement and
   in the offer document which will be published shortly before the
   commencement of the acceptance period under the Offer.

   PRESS RELEASE                                                            
                                                          24 July 2023

   PARTIAL CASH OFFER

   by

   Ignite Luxembourg Holdings S.à r.l. (the "Bidder")

   for

   14,086,156 shares, representing 29.9% of the issued and outstanding share
   capital

   of

   RHI Magnesita N.V. (the "Company")

   at

   GBP 28.50 per share

    

   The shares in the Company, in the form of dematerialised depositary
   interests representing entitlements in the shares, are admitted to trading
   on the London Stock Exchange and the Vienna Stock Exchange (Wiener Börse).

   Offer closed for acceptances

   The Bidder refers to its announcement on 19 June 2023 making a partial
   cash offer for GBP 28.50 per Share, for 14,086,156 shares, representing
   29.9% of the issued and outstanding share capital of the Company (the
   "Offer"), its announcement on 28 June 2023 extending the Offer to Japan,
   its announcement on 10 July 2023 extending the Acceptance Period to 21
   July 2023, and its announcement on 11 July 2023 waiving the Condition
   Precedent listed in Section 4.1.4 of the Offer Document as to acceptances
   of the Offer.

   The Bidder announces that the Acceptance Period expired at 1:00 p.m.
   London time on 21 July 2023 and the Offer is no longer open for
   acceptances.

   Level of Acceptances

   As of 1:00 p.m. London time on 21 July 2023, valid acceptances have been
   received in respect of a total of 9,399,144 Shares, representing
   approximately 19.95% of the Issued and Outstanding Share Capital of the
   Company.

   Competition and FDI Approvals

   The Bidder confirms that each application, notification or filing required
   to be made by it in connection with obtaining the Competition and FDI
   Approvals has been made with the Relevant Competition Authority and/or
   Relevant FDI Authority.

   The Offer remains conditional on the satisfaction or waiver by the Bidder
   of the Conditions Precedent listed in Section 4.1 of the Offer Document,
   with the exception of the Condition Precedent in Section 4.1.4 of the
   Offer Document as to acceptances of the Offer which was waived by the
   Bidder on 11 July 2023.

   Capitalised terms in this announcement, unless otherwise defined, have the
   same meanings as set out in the Offer Document.

   The percentages of Shares referred to in this announcement are calculated
   based on a figure of 47,112,047 of Issued and Outstanding Share Capital,
   in accordance with the announcement made by the Company on 3 July 2023
   concerning the total voting rights in the Company.

   For further information, please contact:

   Brunswick

   Charles Pretzlik                   +44 20 7404 5959

   Emily Trapnell

   [1][email protected]

   Citi

   Andrew Miller-Jones           +44 20 7986 3463

   Publication on Website

   A copy of this announcement will be made available, subject to certain
   restrictions relating to persons resident in Restricted Jurisdictions and
   persons who are not relevant persons (each, as defined below),
   on [2]www.information-hosting.com, by no later than 12 noon (London time)
   today.

   Important information

   The Offer is not being made and will not be made, directly or indirectly,
   in or into Australia, Canada, Hong Kong, New Zealand, South Africa, the
   United States (including its territories and possessions) or any other
   jurisdiction where local laws or regulations may result in a significant
   risk of civil, regulatory or criminal exposure if information concerning
   the Offer is sent or made available to holders of Shares in that
   jurisdiction (together, the "Restricted Jurisdictions") by use of mail or
   any other communication means or instrumentality (including, without
   limitation, facsimile transmission, electronic mail, telex, telephone and
   the internet) of interstate or foreign commerce, or of any facility of
   national securities exchange or other trading venue, of a Restricted
   Jurisdiction, and the Offer cannot be accepted by any such use or by such
   means, instrumentality or facility of, in or from, a Restricted
   Jurisdiction. Accordingly, this press release or any documentation
   relating to the Offer are not being and should not be, directly or
   indirectly, sent, mailed or otherwise distributed or forwarded in, into or
   from a Restricted Jurisdiction where to do so would violate the laws in
   that jurisdiction. Persons receiving this announcement, the offer
   document, any related documentation including but not limited to forms of
   acceptance (including banks, brokers, dealers, custodians, nominees and
   trustees) must not mail or otherwise distribute or send them in, into or
   from such jurisdictions as doing so may invalidate any purported
   acceptance of the Offer. Any purported acceptance of the Offer resulting
   directly or indirectly from a violation of these restrictions will be
   invalid and acceptances of the Offer made by a person in a Restricted
   Jurisdiction or any agent, fiduciary or other intermediary acting on a
   non-discretionary basis for a principal giving instructions from within a
   Restricted Jurisdiction will be disregarded.

   This press release is not being, and must not be, sent to shareholders
   with registered addresses in a Restricted Jurisdiction. Banks, brokers,
   dealers, custodians, nominees and trustees holding Shares for persons in a
   Restricted Jurisdiction must not forward this press release or any other
   document received in connection with the Offer to such persons.

   The communication of this announcement, the offer document and any other
   documents or materials relating to the Offer is not being made and such
   documents and/or materials have not been approved by an authorised person
   for the purposes of section 21 of the Financial Services and Markets Act
   2000. The communication of such documents and/or materials is only being
   made to (i) persons who are outside the United Kingdom; (ii) investment
   professionals (as defined in Article 19(5) of the Financial Services and
   Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial
   Promotion Order")) or (iii) high net worth entities and other persons to
   whom it may lawfully be communicated, falling with Article 49(2)(a) to (d)
   of the Financial Promotion Order (all such persons together being referred
   to as "relevant persons"). Any investment activity to which this
   announcement relates will only be available to and will only be engaged
   with relevant persons. Any person who is not a relevant person should not
   act or rely on this announcement or any of its contents.

   Citi, which is authorised by the Prudential Regulation Authority ("PRA")
   and regulated in the UK by the Financial Conduct Authority ("FCA") and the
   PRA, is acting as financial adviser for the Bidder and certain affiliates
   of the Bidder and for no one else in connection with the matters described
   in this announcement and the Offer and will not be responsible to anyone
   other than the Bidder and its certain affiliates for providing the
   protections afforded to clients of Citi nor for providing advice in
   connection with the Offer, or any other matters referred to in this
   announcement. Neither Citi nor any of its affiliates, directors or
   employees owes or accepts any duty, liability or responsibility whatsoever
   (whether direct or indirect, consequential, whether in contract, in tort,
   in delict, under statute or otherwise) to any person who is not a client
   of Citi in connection with this Announcement, any statement contained
   herein, the Offer or otherwise.

   Statements in this press release relating to future status or
   circumstances, including statements regarding future performance, growth
   and other trend projections and other benefits of the Offer, are
   forward-looking statements. These statements may generally, but not
   always, be identified by the use of words such as "anticipates",
   "intends", "expects", "believes", or similar expressions. By their nature,
   forward-looking statements involve risk and uncertainty because they
   relate to events and depend on circumstances that will occur in the
   future. There can be no assurance that actual results will not differ
   materially from those expressed or implied by these forward-looking
   statements due to many factors, many of which are outside the control of
   the Bidder. Any such forward-looking statements speak only as of the date
   on which they are made and the Bidder has no obligation (and undertakes no
   such obligation) to update or revise any of them, whether as a result of
   new information, future events or otherwise, except for in accordance with
   applicable laws and regulations.

    

   This information is provided by Reach, the non-regulatory press release
   distribution service of RNS, part of the London Stock Exchange. Terms and
   conditions relating to the use and distribution of this information may
   apply. For further information, please contact [3][email protected] or visit 
   [MALICIOUS URL REMOVED][4]www.rns.com.

    

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   24.07.2023 CET/CEST This Corporate News was distributed by EQS Group AG.
   www.eqs.com

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   Language:    English
   Company:     Ignite Luxembourg Holdings S.à r.l.
                16 rue Eugène Ruppert
                2453 Luxembourg
                Luxemburg
   E-mail:      [email protected]
   EQS News ID: 1686055


    
   End of News EQS News Service


   1686055  24.07.2023 CET/CEST

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