TIDMRHIM
RNS Number : 8468E
Jefferies International Limited.
08 July 2019
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH ITS DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE THE SECURITIES REFERRED TO
HEREIN IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY
OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL.
PRESS RELEASE
08 July 2019
Proposed placing of approximately 2.2 million ordinary shares in
the form of existing depositary interests in RHI Magnesita N.V.
Jefferies International Limited ("Jefferies") announces today
the intention to sell approximately 2.2 million existing ordinary
shares in RHI Magnesita N.V. ("RHI Magnesita") in the form of
depositary interests (each depositary receipt representing one
ordinary share, and, in aggregate, representing approximately 4.36%
of RHI Magnesita's issued share capital) (the "Transaction") on
behalf of funds managed by GP Investments Ltd. ("GP
Investments").
The price per depositary interest will be determined through an
accelerated bookbuilding process to institutional investors. The
bookbuilding process will commence with immediate effect following
this announcement and may close at any time on short notice. The
results of the Transaction will be announced as soon as practicable
thereafter.
Jefferies is acting as sole global coordinator and sole
bookrunner on the Transaction. N. M. Rothschild & Sons Limited
("Rothschild & Co") is acting as the sole financial adviser to
GP Investments on the Transaction. A further announcement will be
made following completion of the bookbuilding and pricing of the
Transaction.
In the context of the Transaction, GP Investments has agreed to
a 60-day lock-up undertaking in relation to the remainder of its
securities in RHI Magnesita, subject to waiver by the Sole
Bookrunner at its sole discretion.
RHI Magnesita will not receive any proceeds from the
Transaction.
Enquiries:
Jefferies (Sole Global Coordinator and Sole Bookrunner) +44 (0)20 7029 8000
Luca Erpici / Oliver Berwin / Laurene Danon
IMPORTANT NOTICE
This announcement is for information purposes only and shall not
constitute or form part of an offer to buy, sell, issue, acquire or
subscribe for, or the solicitation of an offer to buy, sell, issue,
acquire or subscribe for any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. Any failure to comply with
these restrictions may constitute a violation of the securities
laws of such jurisdictions.
The distribution of this announcement and the offer and sale of
the securities referred to herein may be restricted by law in
certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. The offer
and sale of securities referred to herein has not been and will not
be registered under the US Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United
States absent registration under the Securities Act, except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. The securities
referred to herein have not been registered under the applicable
securities laws of Australia, Canada, Japan or South Africa and,
subject to certain exceptions, the securities referred to herein
may not be offered or sold in Australia, Canada, Japan or South
Africa. There will be no public offer of the securities in the
United States, Australia, Canada, Japan, South Africa or any other
jurisdiction.
In member states of the European Economic Area which have
implemented the Prospectus Directive (each, a "Relevant Member
State"), this announcement and any offer if made subsequently is
directed exclusively at persons who are "qualified investors"
within the meaning of the Prospectus Directive ("Qualified
Investors"). For these purposes, the expression "Prospectus
Directive" means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented
in a Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State and the expression "2010 PD
Amending Directive" means Directive 2010/73/EU. In the United
Kingdom, this announcement is directed exclusively at Qualified
Investors: (i) who have professional experience in matters relating
to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); or (ii) who fall within Article 49(2)(A) to
(D) of the Order; or (iii) to whom it may otherwise lawfully be
communicated.
No prospectus or offering document has been or will be prepared
in connection with the Transaction. Any investment decision to buy
securities in the Transaction must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by any of
GP Investments, Jefferies, Rothschild & Co and/or any of their
respective affiliates.
This announcement does not represent the announcement of a
definitive agreement to proceed with the Transaction and,
accordingly, there can be no certainty that the Transaction will
proceed.
Jefferies, which is authorised and regulated by Financial
Conduct Authority in the United Kingdom, is acting exclusively for
GP Investments and no-one else in connection with the offering.
Jefferies will not regard any other person as its clients in
relation to the offering and will not be responsible to anyone
other than GP Investments for providing the protections afforded to
its clients, nor for providing advice in relation to the offering,
the contents of this announcement or any transaction, arrangement
or other matter referred to herein.
Rothschild & Co, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting for GP
Investments and no-one else in connection with the Transaction.
Rothschild & Co will not regard any other person as its
client(s) in relation to the Transaction and will not be
responsible to any person(s) other than GP Investments for
providing protections afforded to clients of Rothschild & Co
nor for providing financial advice in relation to the Transaction,
the contents of this announcement or any transaction, arrangement
or other matter referred to herein.
In connection with any offering of the securities, each of
Jefferies and any of its respective affiliates acting as an
investor for their own account may take up as a proprietary
position any securities and in that capacity may retain, purchase
or sell for their own accounts such securities. In addition they
may enter into financing arrangements and swaps with investors in
connection with which they may from time to time acquire, hold or
dispose of securities. They do not intend to disclose the extent of
any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so.
None of Jefferies, Rothschild & Co, nor any of their
respective directors, officers, employees, affiliates, alliance
partners, advisers and/or agents accepts any responsibility or
liability whatsoever for or makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of
the information in this announcement (or whether any information
has been omitted from this announcement) or any other information
relating to RHI Magnesita N.V. or GP Investments or any of their
respective subsidiaries or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
this announcement or its contents or otherwise arising in
connection therewith.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEZMGGNKRMGLZM
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July 08, 2019 11:37 ET (15:37 GMT)
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