ANNOUNCEMENT: SUBMISSION OF A REQUEST TO THE HELLENIC CAPITAL MARKET COMMISSION (HCMC) BY “MCA ORBITAL GLOBAL HOLDINGS LTD” FOR THE EXERCISE OF THE SQUEEZE-OUT RIGHT OF THE ORDINARY SHARES OF “KLEEMANN HELLAS S.A.”
3 February 2017
FOR IMMEDIATE PUBLICATION
Pursuant to the provisions of article 27 of law 3461/2006 (the “Law”) and following the notification received on 2 February 2017, by the company «MCA ORBITAL GLOBAL HOLDINGS LTD» (the “Offeror”), “KLEEMANN HELLAS Incorporated Company Industrial, Commercial Company for Mechanical Construction S.A.” with distinctive title “KLEEMANN HELLAS S.A.” (the “Company”) announces to investors that the Offeror submitted to the Hellenic Capital Market Commission (HCMC), at the above-mentioned date, a request for the exercise of the squeeze-out right of the ordinary shares of the Company (the “Squeeze-out Right”).
In particular, as referred to in the request, on 9 January, 2017 (when the acceptance period of the Tender Offer ended) and following completion of the off- exchange transfer of the Tender Shares in the context of the Tender Offer submitted by the Offeror on 21 September 2016 (the “Tender Offer”), the Offeror held in total 21,625,670 Shares, representing 91.45% of the total paid up capital and of the voting rights in the Company.
Moreover, in exercising the sell out-right in accordance with article 28 of the Law and during the period from the announcement of the results of the Tender Offer and until 23.01.2017, the Offeror acquired through the Athens Stock Exchange 602,945 shares of the Company, offered by certain minority shareholders, representing approximately 2,550% of the total paid up capital and of the voting rights in the Company. Consequently, on 23.01.2017, the Offeror holds in total 22,228,615 shares of the Company, representing 93,995% of the total paid up capital and the voting rights in the Company.
Consequently, the Offeror, through the request to the HCMC, requests the approval of the exercise of the squeeze-out right for the remaining ordinary shares of the Company, which the Offeror does not hold, for a price in cash equal to the Offer Price, namely 2.02 euro per share in cash. From the price payable, the amount corresponding to the tax on the off-exchange transfer of the transferred shares to the Offeror, now amounting to 0.20 % of the value of the off-exchange transaction, will be deducted.
The Offeror’s intention to exercise the squeeze-out right is provided in paragraph 2.14 of the Information Memorandum of the Tender Offer, approved by the Board of Directors of the HCMC on the 22 November 2016.
Attached to the request for the squeeze-out right submitted to the HCMC is a letter of the credit institution “Eurobank Ergasias S.A.”, dated 30.01.2017, certifying that the Offeror has all the necessary means for the payment of the total price, payable in cash, for the squeeze-out of the remaining shares of the Company, plus the total amount of clearing duties, in favor of the Hellenic Central Securities Depository S.A. (HSCD).
The squeeze-out right will be exercised pursuant to the process provided for in articles 27 and 27a of the Law and decision no. 1/644/22.4.2013 of the Board of Directors of HCMC.