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27 October 2017, London – Further to the announcements made by RHI AG (“RHI”) and Magnesita Refratarios S.A. (“Magnesita”) on 17 October 2017, RHI Magnesita N.V. (“RHI Magnesita” or the “Company”) is pleased to announce that all issued ordinary shares of RHI Magnesita will today be admitted to the premium segment of the Official List of the UK Financial Conduct Authority and to trading on the London Stock Exchange’s main market (“Main Market”) for listed securities (together, “Admission”). Dealings in the Company’s shares will commence on the Main Market at 8.00 a.m. (London time) on 27 October 2017.
The cross-border merger of RHI with its wholly-owned subsidiary RHI Magnesita became effective on 26 October 2017 and RHI ceased to exist as a legal entity. The last day of trading of RHI’s shares on the Vienna Stock Exchange was on 25 October 2017. Completion of the share purchase agreement between RHI, the Company and the controlling shareholders of Magnesita, GP Investments and Rhône Capital, and certain other sellers, occurred on 26 October 2017.
The Company is not raising any funds in connection with Admission. No shares have been offered or marketed to the public in the UK or elsewhere in connection with Admission. The Company’s TIDM code on the London Stock Exchange will be ‘RHIM’, with an ISIN of NL0012650360 and, on Admission, there will be 44,819,039 ordinary shares in issue.
The prospectus prepared by the Company in connection with Admission is available for inspection on the Company’s website at prospectus.rhimagnesita.com and is available on the Dutch Authority for the Financial Markets (“AFM”) website at www.afm.nl. Copies of the prospectus in printed form will also be available, on request, at the Company at Wienerbergstrasse 9, 1100 Vienna, Austria.
Stefan Borgas, CEO of RHI Magnesita, said: “Today’s London listing is the beginning of our journey as RHI Magnesita, the clear global industry leader in refractory products and services. Our focus now is to complete the integration, build the business in regions and products where we don’t have a significant presence, and use our combined best in class technological know-how to find new solutions for our customers.
“We are starting this journey with the best and most passionate people in the industry who are committed to work together to deliver the planned synergies, generate strong cash flow and deleverage the balance sheet thereby creating value for all our stakeholders. I am excited about the future of RHI Magnesita and the role we can play in the future of the refractory industry.”
RHI Magnesita is the result of the combination of RHI and Magnesita to form the global leading supplier of high-grade refractory products, systems and services which are indispensable for industrial high-temperature processes exceeding 1,200°C in a wide range of industries, including steel, cement, non-ferrous metals, and glass, among others. With a vertically integrated value chain, from raw materials to refractory products and full performance-based solutions, RHI Magnesita serves more than 10,000 customers in nearly all countries around the world.
The Company has unmatched geographic diversification with more than 14,000 employees in 35 main production sites and more than 70 sales offices. RHI Magnesita intends to use its global leadership position in terms of revenue, greater scale, complementary product portfolio and diversified geographic presence around the world to target opportunistically those countries and regions benefitting from more dynamic economic growth prospects.
The combined company had pro forma €2.5 billion in revenues in FY2016. For more information please visit www.rhimagnesita.com
On 25 October 2017, the closing price of the RHI shares on the Vienna Stock Exchange was EUR 35.90 per share. The listing and Official Trading of RHI on the Vienna Stock Exchange ended on 25 October 2017. Accordingly, RHI will not publish a report on the 3rd quarter 2017. RHI Magnesita plans to publish a trading update on 13 November 2017.
The extraordinary general meeting of RHI AG on 4 August 2017 approved the cross-border merger with RHI Magnesita with a majority of 99.7%, and, in the end, holders of 5,248 shares exercised their withdrawal rights. The shares have been successfully placed with institutional investors on 25 October 2017.
Simultaneously with Admission, the RHI Magnesita shares have been included for trading on the Global Market, a multilateral trading facility operated by the Vienna Stock Exchange.
RHI Magnesita N.V.
Eduardo Gotilla, Head of Corporate Finance and Investor Relations
Tel +44 (0) 20 3823 3661
Stefan Rathausky, Head of Corporate Communications
Tel +43 50213-6059
Citigroup Global Markets Limited (Financial Adviser and Sponsor):
Tel +44 (0) 20 7986 4000
Brunswick (Financial PR)
Tel +44 (0) 20 7404 5959
Citigroup Global Markets Limited (“Citi”), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting solely for RHI Magnesita and no one else in connection with matters set out in this announcement and will not be responsible to anyone other than RHI Magnesita for providing the protections afforded to its clients or for providing advice in relation to matters set out in this announcement. Neither Citi, nor any of its subsidiaries, branches or affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Citi in connection with this announcement, any statement contained in this announcement or otherwise.