TITAN GROUP PRESS RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF THAT JURISDICTION
Share Exchange Tender Offer made by TITAN Cement International aiming to facilitate the listing of TITAN Group in Euronext Brussels with a parallel listing in Athens Exchange and Euronext Paris
One further milestone in a century of growth and development, reflecting TITAN Group’s international orientation
TITAN Group’s commitment to Greece remains solid and its operations continue unaffected
TITAN Cement Company S.A. announces that on 18 October 2018 a voluntary tender offer (the “Offer”) was submitted by TITAN Cement International S.A. for the exchange of all the ordinary shares and preference shares issued by TITAN Cement Company S.A. with new shares of TITAN Cement International S.A. The purpose of the Offer is to facilitate the listing of TITAN Group on Euronext Brussels, one of the largest European Union stock exchanges, thereby aiming to support its independent, international growth trajectory.
In addition to the listing on Euronext Brussels, the Offer proposes the secondary listing and admission to trading of all TITAN Cement International S.A. shares on the Athens Exchange and Euronext Paris.
This Offer fully reflects the international outlook and footprint of TITAN Group. Its proposed implementation is expected to become one further milestone in the Group’s historic development and to contribute significantly to the international competitiveness and its future growth.
The Board of Directors of TITAN Cement Company S.A. is positive and in principle supportive of the Offer submitted by TITAN Cement International S.A., as:
• it better reflects and enhances the international nature of TITAN Group’s business activities;
• it links the Group with a large international stock exchange, offering a broader and deeper investor base and enhances liquidity of its traded shares; and
• it broadens the Group’s funding sources, improving its access to both the international debt capital markets and international banking institutions, to achieve more competitive financing costs.
With a history of 116 years, TITAN Group is currently a multinational company, which operates in 14 countries across five continents and is globally established as a vertically integrated producer of cement and other building materials. TITAN Group operates in an international environment of intensifying competition, increasing uncertainties and multiple challenges, in a capital-intensive sector where access to funding is crucial for the continuity of its growth. The Offer of TITAN Cement International S.A. aims to facilitate TITAN Group’s access to funding under terms similar to those offered to its main competitors.
Upon completion of the Offer, subject to the necessary regulatory approvals and the acceptance of the shareholders of TITAN Cement Company S.A. it is further intended that TITAN Cement International S.A. will become the direct parent of TITAN Cement Company S.A. and the ultimate parent company of TITAN Group.
TITAN Cement International S.A. is a Belgian société anonyme with statutory seat in Brussels, in a country at the center of the European Union, while its management function will be exercised from Cyprus, where TITAN Group has a long-standing presence and experience. The founders and sole shareholders of TITAN Cement International S.A. are core shareholders of TITAN Cement Company S.A.
The successful completion of the Offer of TITAN Cement International S.A. will not cause any change to the range of operations, business activities, strategy and priorities of TITAN Group. The current TITAN Group management will continue to lead its business operations and its long-term strategy. The presence of TITAN in Greece will remain unchanged given the continuation of its local production, investments in its activities and human capital, its continued contribution to the local economy and society and the proposed secondary listing on the ATHEX. There will be no impact on local jobs.
The Board of Directors of TITAN Cement Company S.A. will form and publish its definitive and reasoned opinion on the Offer of TITAN Cement International S.A., in accordance with Article 15 of Law 3461/2006.
Commenting on the announcement of TITAN Cement International S.A., Mr. Takis Arapoglou, Chairman of the Board of Directors of TITAN Cement Company S.A, said:
“The tender offer of TITAN Cement International S.A. has in principle the support of our Board of Directors, as it is expected to significantly benefit the TITAN Group, our shareholders and employees and is fully aligned with our growth strategy. Our immediate priorities remain our geographical diversification and the enhancement of the Group’s business position, as well as the continuous improvement of its competitiveness. The proposed listing on Euronext Brussels with a parallel listing on the Athens Exchange and Euronext Paris is one further milestone signifying our Group’s international reach. A strategic move that further reinforces TITAN Group’s international momentum and is expected to contribute significantly to its competitiveness and its future growth.”
“These materials are not for release, distribution or publication, whether directly or indirectly and whether in whole or in part, into or in the United States, Canada, Australia or Japan or any (other) jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
These materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities of TITAN Cement International SA (the Company, and such securities, the Securities) in the United States, Canada, Australia or Japan or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.
The Securities are not and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. The Company has no intention to register any part of the offering in the United States or make a public offering of Securities in the United States. Any securities sold in the United States will be sold only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A.
In the United Kingdom, this document and any other materials in relation to the Securities is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.
The Company has not authorised any offer to the public of Securities in any Member State of the European Economic Area other than Greece. With respect to any Member State of the European Economic Area, other than Greece, which has implemented the Prospectus Directive (each a Relevant Member State), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (ii) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purpose of this paragraph, the expression “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto), and includes any relevant implementing measure in the Relevant Member State.
No action has been taken by the Company that would permit an offer of Securities or the possession or distribution of these materials or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required.
The release, publication or distribution of these materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.
This announcement does not constitute a prospectus. An offer to acquire Securities pursuant to the proposed offering will be made, and any investor should make his investment, solely on the basis of information that will be contained in (i) the prospectus which is expected to be published by the Company in connection with the contemplated admission of its Securities to trading on the regulated market of Euronext Brussels with a secondary listing and admission to trading on the Athens Exchange and Euronext Paris, following formal approval by the Belgian Financial Services and Markets and notification to the Hellenic Capital Market Commission pursuant to article 18 of the Prospectus Directive, and (ii) an information circular to be made generally available in Greece in accordance with Greek Law 3461/2006, in each case in connection with such offering.
Information to Distributors Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (MiFID II); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the MiFID II Product Governance Requirements), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Securities have been subject to a product approval process, which has determined that such Securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the Target Market Assessment). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Securities may decline and investors could lose all or part of their investment; the Securities offer no guaranteed income and no capital protection; and an investment in the Securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the transaction.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Securities. Each distributor is responsible for undertaking its own target market assessment in respect of the Securities and determining appropriate distribution channels. HSBC acts exclusively for the Company and no-one else in connection with any offering of Securities and will not be responsible to anyone other than the Company for providing the protections afforded to their respective customers or for providing advice in relation to any offering or any transaction or arrangement referred to herein.”
Lydia Yiannakopoulou, Group Corporate Communications Director, +30 210-259 1140
Agatha Karanika, Corporate Communications Greece, +30 210-259 1559