RHI Magnesita take over of Refratarios moves ahead
By Josh White
Date: Tuesday 11 Dec 2018
(Sharecast News) - RHI Magnesita updated the market on Tuesday, on the integrated tender offer to the minority shareholders of Magnesita Refratários, which was launched on 10 November.
The FTSE 250 company said that at the close of the integrated tender offer on 10 December, it had received - subject to final confirmation by Brasil Bolsa Balcão (B3) - valid acceptances from holders of 17,607,645 Magnesita Refratários common shares, representing approximately 70% of the shares subject to the offer, and around 35% of the total share capital of Magnesita Refratários.
Of those 17,607,645 valid acceptances, 17,607,605 had elected to receive cash plus RHI Magnesita shares, and 40 elected to receive the cash only consideration.
The cash consideration in respect of the acceptances received to date was BRL 350m (€78m), and would be paid to relevant Magnesita Refratários shareholders on 20 December.
In addition, 3,518,008 new RHI Magnesita shares would be issued to Magnesita Refratários shareholders who had elected to receive the mixed cash plus RHI Magnesita share consideration under the terms of the integrated tender offer.
Application would be made for the initial consideration shares to be admitted to trading on the London Stock Exchange's main market with effect from 17 December.
"As expected, a significant majority of Magnesita Refratários shareholders have elected for the mixed cash and share consideration in the initial tender offer, and thereby chosen to become shareholders of RHI Magnesita," the board explained in its statement.
"This represents another important milestone in the combination of RHI and Magnesita."
Given that the percentage of valid acceptances received at the closing date represented more than 66.7% of the shares held by Magnesita shareholders entitled and registered to participate in the ITO, RHI Magnesita said it would now be able to commence the delisting of Magnesita Refratários shares from B3, after which Magnesita Refratários would become a privately-held company.
"Magnesita shareholders who have not yet accepted the ITO will still be able to participate, under the same terms, for a further period of three months up to 10 March 2019, as required under Brazilian laws for the delisting process," the board added.
"If, during that period, RHI Magnesita holds 95% or more of the total share capital of Magnesita Refratários, RHI Magnesita will have the right to redeem all outstanding Magnesita shares on the same terms as the initial tender offer."
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