Announcement regarding the results of the Mandatory Tender Offer for the acquisition of the shares of KLEEMANN HELLAS S.A.
11 January 2017
FOR IMMEDIATE PUBLICATION
1. Pursuant to article 23 of law 3461/2006 (the “Law”), «MCA ORBITAL GLOBAL HOLDINGS LTD», a private company limited by shares, registered in Cyprus (the “Offeror”), announces the results of the Mandatory Tender Offer (the “Tender Offer”) that the Offeror launched on 21 September 2016 (the “Tender Offer Date”) for the acquisition of all the ordinary, registered, dematerialized, voting shares of the Greek Société anonyme, under the name “KLEEMANN HELLAS Incorporated Company Industrial, Commercial Company for Mechanical Construction S.A.” and distinctive title “KLEEMANN HELLAS ABEE.”, with a nominal value of €0.35 each (the “Shares”), which were not held by the Offeror and the persons acting in concert with the Offeror pursuant to article 2 (e) of the Law (the “Concerted Parties”), at the Tender Offer Date, i.e. 7,752,118 shares, representing 32.78% of the total paid up capital and of the voting rights in the Company (the “Tender Offer Shares”), for the amount of €2.02 for each Share (the “Offer Price”).
On 22 November 2016, the Board of Directors of the Hellenic Capital Market Commission (the “HCMC”), approved, in accordance with article 11 paragraph 4 of the Law, the information memorandum of the Tender Offer (the “Information Memorandum”).
2. The acceptance period of the Tender Offer commenced on 25 November 2016 and ended on 9 January 2017 (the “Acceptance Period”). During the Acceptance Period, 103 Shareholders lawfully and validly accepted the Tender Offer (the “Accepting Shareholders”), by transferring 2,820,393 Shares in total, representing 11.93% of the total paid up capital and of the voting rights in the Company (the “Tendered Shares”).
3. At the same time, from the Tender Offer Date until the end of the Acceptance Period, the Offeror acquired through the Athens Stock Exchange (the “ATHEX”) 2,908,695 shares, representing 12.30 % of the total paid up capital and the voting rights in the Company, at a price per share equivalent to the Offer Price.
4. Consequently, after the completion of the off-exchange transfer of the Tendered Shares, in accordance with the provisions of the Information Memorandum, the Offeror will hold an overall amount of 21,625,670 Shares, representing 91.45 % of the total paid up capital and of the voting rights in the Company. Shares to be additionally acquired by the Offeror during the time period from the end of the Acceptance Period until the date of the completion of the above off-exchange transfer are not included in the aforementioned amount of Shares.
5. No later than the next working day following the announcement of the results of the Tender Offer, the sale agreement for the off-exchange transfer of the Tendered Shares will be entered into by Bank Eurobank Ergasias S.A (the “Tender Agent”), appointed by and acting as representative in the name and on behalf of the Accepting Shareholders, as sellers, and the Offeror, as the purchaser, in accordance with Article 46 of the Regulation on the Operation of the Dematerialized Securities System (the “DSS Regulation”). The Tender Agent acting in the above capacity will take all the necessary actions for the submission to the Hellenic Exchanges- Holding, Clearing, Settlement and Registry S.A. (the “HELEX”) of all required documents for the registration of the transfer of the Tendered Shares in the Hellenic Central Securities Depository S.A. (the “HCSD”). The off-exchange transfer of the Tendered Shares will be registered in the DSS on the first (1st) working day after the submission to HCSD by the Tender Agent of all documents required for such transfer, as prescribed by article 46 of the DSS Regulation. On the same first (1st) working day, during which the above registration will have been completed, the Tender Agent shall pay the Offer Price, after the deduction of the applicable tax (see paragraph 6 below) to each Accepting Shareholder depending on the manner that the Accepting Shareholder has indicated in the relevant Declaration of Acceptance. Payment of the Offer Price shall be made either: (i) by crediting the Accepting Shareholder’s deposit account maintained with the Tender Agent; or (ii) by crediting the Accepting Shareholder’s deposit account maintained with another Bank in Greece; or (iii) by issuing a bank cheque to the order of the Accepting Shareholder (in cases that the payment of the Offer Price in the above manners is not possible). In the latter case, the Accepting Shareholders shall produce their identity card or passport, a copy of the Declaration of Acceptance and/or relevant company documents or authorizing documents.
In addition, the Tender Agent shall pay the Offer Price of the Tender Offer to all Initial Operators, who are authorized by the Accepting Shareholders to take all the necessary actions for the acceptance of the Tender Offer on behalf of the Accepting Shareholders.The payment of the Offer Price to each of the Accepting Shareholders as well as the credit of the Tendered Shares to the Offeror’s share in DSS, are expected to be completed by 13 January 2017.
6. In addition to the Offer Price, the Offeror will assume on behalf of the Accepting Shareholders, the payment of the clearing duties in favor of HELEX, for the off-exchange transfer of the Shares, as defined in the Clearing Regulation, currently amounting to 0.08% of the transfer value, which is calculated by multiplying the number of Transferred Shares with (X) the highest of the following values: the Offer Price and the closing price of the share on the Athens Stock Exchange (“ATHEX”) on the preceding working day from the submission of the necessary documents to HELEX and with a minimum charge equal to the lower between 20 Euro and 20% of the value of the transfer for each Accepting Shareholder. From the Offer Price payable to the Accepting Shareholders, the amount corresponding to the tax on the off-exchange transfer, now amounting to 0.20 % of the value of the transaction will be deducted and will be borne by the Accepting Shareholders.
7. Subsequently, the Offeror:
(a) will exercise the squeeze-out right (“Squeeze-Out Right”), in accordance with Article 27 of the Law, and will buy off the shares of the remainder Shareholders, who did not accept the Tender Offer, at a price equal to the Offer Price, within the prescribed period of three (3) months following expiry of the Acceptance Period.
(b) will be required, for a period of three (3) months following publication of the Tender Offer’s results, to acquire through ATHEX all the shares that will be offered to it for a price in cash equal to the Offer Price, in accordance with Article 28 of the Law (“Sell-Out Right”). For this purpose, the Offeror has already given, through Eurobank Equities Investment Firm S.A., a standing order for the purchase of Shares, in consideration for the Offer Price (i.e. € 2.02 per Share).
Following completion of the procedure of the Squeeze-Out Right, the Offeror will procure the convocation of the General Assembly of the shareholders of the Company in order to decide on the delisting of the Company from ATHEX, pursuant to article 17 paragraph 5 of Law 3371/2005, and will vote in favor of this decision. Following adoption of this decision by the General Assembly of the shareholders of the Company, the Company will submit a request to HCMC for the delisting of the Company’s shares from ATHEX.
Eurobank Ergasias S.A. acted as financial adviser to the Offeror for the Tender Offer.
Eurobank Ergasias S.A. acted as agent on behalf of the Offeror for the Tender Offer.