TIDMRHIM
RNS Number : 8167T
Jefferies International Limited.
19 November 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
19 November 2019
Results of placing of ordinary shares in the form of existing
depositary interests in RHI Magnesita N.V.
Further to the announcement released on 18 November 2019 in
relation to a proposed placing of ordinary shares in RHI Magnesita
N.V. ("RHI Magnesita") in the form of depositary interests (each
depositary receipt representing one ordinary share), funds managed
by GP Investments Ltd. ("GP Investments") announce that they have
sold 1,907,529 ordinary shares (the "Placing Shares") in RHI
Magnesita, representing approximately 3.9% of RHI Magnesita's
entire issued share capital at a price of 3,750 pence per
depositary interest (the "Transaction").
After completion of the Transaction, GP Investments will no
longer hold any securities in the share capital of RHI
Magnesita.
Barclays Bank PLC ("Barclays") and Jefferies International
Limited ("Jefferies") acted as joint global coordinators on the
Transaction. N. M. Rothschild & Sons Limited ("Rothschild &
Co") acted as financial adviser to GP Investments on the
Transaction.
RHI Magnesita will not receive any proceeds from the
Transaction.
Enquiries:
Barclays +44 (0)20 7623 2323
Chris Madderson / Ben Newmark / Phil Drake
Jefferies +44 (0)20 7029 8000
Luca Erpici / Oliver Berwin / Damian Harniess
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, this
announcement and any offer if made subsequently is directed
exclusively at persons who are "qualified investors" within the
meaning of the Prospectus Regulation ("Qualified Investors"). For
these purposes, the expression "Prospectus Regulation" means
Regulation (EU) 2017/1129. 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, Barclays, 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.
Barclays, which is authorised and regulated by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United
Kingdom, is acting for GP Investments and no-one else in connection
with the Transaction and will not be responsible to anyone other
than GP Investments for providing the protections offered to the
clients of Barclays, nor for providing financial advice in relation
to the Transaction or any matters referred to in this announcement
or any transaction, arrangement or other matter referred to
herein.
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
Barclays, Jefferies, and any of their 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 Barclays, 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
ROIMMMMMMRDGLZZ
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