S&B Industrial Minerals S.A. (the “Issuer”), pursuant to the provisions of articles 14 of Law 3556/2007 and 10 of Law 3340/2005, as in force, in conjunction with the relevant decisions by the Hellenic Capital Markets Commission (the “HCMC”), informs the investors that on 04.02.2013 it received notification letters and TR-1 forms dated 04.02.2013 by the persons mentioned below, who pursuant to the provisions of articles 10 para (a) of Law 3556/2007 item 1.2.2 (a) of the HCMC Circular 33/2007 and article 2 para(e) of Law 3461/2006, announced the following:
By virtue of an agreement entered into on the 30th of January 2013 (the “Agreement”), on the one hand the shareholders of the Issuer, Aikaterini P. Kyriacopoulos, Odysseus P. Kyriacopoulos, Flora-Maria P. Kyriacopoulos, Paris Kyriacopoulos, Aikaterini O. Kyriacopoulos and Alexia Kyriacopoulos, Blue Crest Holding S.A., Blue Water Holding S.A., High Gate Holding S.A., Orymil S.A. and Avgi Real Estate S.A. and on the other hand the company DELPHI LUXEMBOURG HOLDINGS S.À R.L., which is indirectly wholly owned by investment funds controlled by Rhône Capital IV L.P. (all the above mentioned persons hereinafter referred to as the “Concerted Parties”) act in concert within the meaning of article 2 para (e) of the Law 3461/2006 on takeover bids and for the purposes of launching a mandatory tender offer which was submitted by the Concerted Parties on 30.01.2013 (the “Tender Offer”). Following the aforementioned concertation, the aggregate shareholding of the Concerted Parties pursuant to articles 2 para (e) and 7 of Law 3461/2006 is 31,362,362 Shares representing 61.26% of the total share capital and voting rights of the Issuer. More specifically, in the relevant notifications it is clarified that:
1. With regard to Mrs Aikaterini P. Kyriacopoulos, from the above total percentage of voting rights (61,26%), 19,745,810 voting rights (i.e. 38,57% of the total share capital and voting rights of the Issuer) are controlled indirectly as follows: (a) 11,109,753 voting rights (i.e. 21,70% of the total share capital and voting rights of the Issuer) are directly held by the company Blue Crest Holding S.A., which is exclusively controlled by Mrs Aikaterini P. Kyriacopoulos, (b) 557,000 voting rights (i.e. 1,09% of the total share capital and voting rights of the Issuer) are directly held by the company Avgi Real Estate S.A., which is exclusively controlled by Mrs Aikaterini P. Kyriacopoulos, (c) 226,069 voting rights (i.e., 0,44% of the total share capital and voting rights of the Issuer) are directly held by the company Orymil S.A., which is exclusively controlled by Mrs Aikaterini P. Kyriacopoulos and (d) 7,852,288 voting rights (i.e. 15,34% of the total share capital and voting rights of the Issuer) derive from the shares, which are held through bare ownership by Mr Odysseus P. Kyriacopoulos and Ms Flora Maria P. Kyriacopoulos and are exercised due to usufruct by Mrs Aikaterini P. Kyriacopoulos.
2. With regard to Mr Odysseus P. Kyriacopoulos, from the above total percentage of voting rights (61,26%), 5,112,067 voting rights (i.e. 9,98% of the total share capital and voting rights of the Issuer) are indirectly controlled through High Gate Holding S.A., which holds directly the aforementioned rights and is exclusively controlled by Mr Odysseus P. Kyriacopoulos, since the total amount of its share capital is entirely owned by Mr Odysseus P. Kyriacopoulos...
3. With regard to Ms Flora-Maria P. Kyriacopoulos, from the above total percentage of voting rights (61,26%), 5,950,474 voting rights (i.e. 11,62% of the total share capital and voting rights of the Issuer) are indirectly controlled through Blue Water Holding S.A., which holds directly the aforementioned rights and is exclusively controlled by Ms Flora-Maria P. Kyriacopoulos, since the
total amount of its share capital is entirely owned by Ms Flora-Maria P. Kyriacopoulos.
4. With regard to Mr Paris Kyriacopoulos, from the above total percentage of voting rights (61,26%), 324,311 voting rights (i.e. 0,63% of the total share capital and voting rights of the Issuer) are directly controlled by him through an equal amount of shares of the Issuer, held by him as a shareholder of the latter.
5. With regard to Ms Alexia Kyriacopoulos, from the above total percentage of voting rights (61,26%), 115,000 voting rights (i.e. 0,22% of the total share capital and voting rights of the Issuer) are directly controlled by her through an equal amount of shares of the Issuer, held by her as a shareholder of the latter.
6. With regard to Ms Aikaterini O. Kyriacopoulos, from the above percentage of voting rights (61,26%), 114,700 voting rights (i.e. 0,22% of the total share capital and voting rights of the Issuer) are directly controlled by her through an equal amount of shares of the Issuer, held by her as a shareholder of the latter.
7. Finally, Rhone Capital IV L.P., the entities controlling it and the controlled by it entities, including DELPHI LUXEMBOURG HOLDINGS S.À R.L. do not directly hold any shares and voting rights of the Issuer.
Likewise, in the aforementioned letters and TR-1 notifications received by the Issuer, it is clarified that the parties to the Agreement explicitly acknowledge thereby and agree that the clauses of the Agreement referring to the joint exercise of voting rights of shares in the Issuer do not in any way prejudice (or purport to prejudice) the obligation of the parties to receive prior clearance by the competent competition authorities for the acquisition of joint control in the Issuer in accordance with the applicable competition laws in Greece, Ukraine and Germany. In this context, nothing in the above clauses allows the parties to the Agreement to exercise directly or indirectly (or deem to confer on the parties) joint control over the Issuer within the meaning of the applicable competition laws before receipt of the aforementioned clearances by the competent competition authorities.
