TCC Group Holdings Co., Ltd (f/k/a Taiwan Cement Corporation) Announces Its Intention to File a Simplified Tender Offer for the NHOA Shares, With a View to Delisting NHOA
13 6월 2024 - 3:47PM
Business Wire
Regulatory News:
TCC Group Holdings Co., Ltd, the indirect majority
shareholder of NHOA, announces its intention to file a simplified
tender offer for the NHOA shares at a price of EUR 1.10 per share
and, if the legal conditions are met at the end of the offer, to
request the implementation of a squeeze-out.
On June 12, 2024, the Board of Directors of TCC Group Holdings
Co., Ltd (”TCC” or the ”Company”; TWSE: 1101)
approved the Company’s intention to launch a simplified tender
offer targeting the shares of NHOA S.A., which are listed on the
compartment B of the regulated market of Euronext Paris
(“NHOA”; EURONEXT PARIS: NHOA.PA), at a price of EUR 1.10
per NHOA share in cash (the “Tender Offer”), through its
indirect subsidiary Taiwan Cement Europe Holdings B.V.
(“TCEH”). If the legal conditions are met, TCC, indirectly
through TCEH, would request the implementation of a squeeze-out
procedure, which would result in the delisting of NHOA’s shares
from the regulated market of Euronext Paris.
This proposed Tender Offer is motivated by several factors.
NHOA’s development requires significant investments that will be
easier to decide on and implement as a non-listed company:
effectively, a private ownership would enable NHOA to more
efficiently implement long-term strategies without the pressures of
the financial markets’ expectations, regulatory costs and
sensitivity to share price fluctuations.
Furthermore, given the current structure of NHOA’s shareholder
base and the low volume of trading, the listing is not particularly
beneficial for NHOA. As a reminder, the last c. EUR 250 million
rights issue of NHOA completed in September 2023 was in the end
almost entirely subscribed by TCC, with most minority shareholders
not exercising their preferential subscription rights, resulting in
strong share ownership accretion for TCC (from 65.15% to 87.78% of
NHOA’s share capital). The subscription price for the new NHOA
shares amounted to EUR 1.00 per share (EUR 0.20 of nominal value
and EUR 0.80 of issue premium).
It is also expected that the delisting of NHOA’s shares from the
regulated market of Euronext Paris would also enable the
simplification of its legal structure.
As of the date hereof, TCC, indirectly through TCEH, holds
244,557,486 NHOA shares, representing c. 88.87% of NHOA’s share
capital and theoretical voting rights.
The envisaged offer price of EUR 1.10 per NHOA share would
reflect a premium of 88% over the last closing share price on June
12, 2024, as well as premiums of 88%, 71% and 66% respectively
compared to the volume-weighted average prices over the 60, 120 and
180 trading days preceding that date.
The Tender Offer would enable NHOA’s shareholders to benefit
from immediate liquidity for their investment.
The financing of the Tender Offer would be provided by TCC.
This proposed Tender Offer could be filed with the French
Autorité des marchés financiers (the “AMF”) as soon as
possible and, in any event, by July 31, 2024. The completion of the
Tender Offer would be subject to the clearance of the AMF
(déclaration de conformité) on the Tender Offer, in accordance with
French laws and regulations.
TCC will keep the market informed about the progress of this
project.
TCC engaged Crédit Agricole Corporate & Investment Bank as
exclusive financial advisor, presenting and guaranteeing bank on
the Tender Offer. Sullivan & Cromwell LLP is acting as legal
counsel on the transaction.
Disclaimer
This press release has been prepared for information purposes
only. It does not constitute an offer to purchase or a solicitation
to sell NHOA shares in any country, including France. There is no
certainty that the simplified tender offer mentioned above will be
filed or opened. Under French law, the offer can only be made in
accordance with the offer documentation, which must contain the
full terms and conditions of the offer. The offer documentation
must be submitted to the AMF for review, and the offer may not be
opened until the AMF has issued a clearance decision (déclaration
de conformité). Any decision relating to the offer must be based
exclusively on the information contained in the offer
documentation.
The dissemination, publication or distribution of this press
release may be subject to specific regulations or restrictions in
certain countries. The offer will not be addressed to persons
subject to such restrictions, either directly or indirectly, and
will not be accepted from any country where the offer would be
subject to such restrictions. Accordingly, persons in possession of
this press release are required to inform themselves about and to
comply with any local restrictions that may apply. The Company
declines all responsibility for any breach of these restrictions by
any person whatsoever.
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version on businesswire.com: https://www.businesswire.com/news/home/20240612764669/en/
Press Office: Claudia Caracausi and Davide Bruzzese, Image
Building, +39 02 89011300, nhoa@imagebuilding.it Financial
Communication and Institutional Relations: Chiara Cerri, +39 337
1484534, ir@nhoagroup.com
NHOA (EU:NHOA)
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