Released: July 31, 2019
10:40 London, 12:00 Helsinki, 31 July 2019 - Afarak Group Plc ("Afarak" or "the Company") (LSE: AFRK, NASDAQ: AFAGR)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Stock Exchange Release
FINAL RESULT OF AFARAK GROUP PLC’S PUBLIC TENDER OFFER FOR OWN SHARES
The offer period under the voluntary public tender offer (the "Offer") by Afarak Group Plc. ("Afarak" or the "Company") for its own shares ("Share") expired on July 29, 2019 at 4 p.m. (Finnish time).
According to the final result of the Offer, 56,204,012 Shares were tendered in the Offer, representing approximately 21.37 per cent of all outstanding Shares and votes of the Company.
The maximum amount of Shares (26,000,000) according to the terms of the Offer has thereby been exceeded by 30,204,012 Shares and accordingly 116.17 per cent as a result of the validly made acceptances of the Offer. Hence, the acceptances of the Offer will be scaled back in accordance with the terms of the Offer per book-entry account for the shareholders that have accepted the Offer pro rata to the number of Shares tendered by the shareholders so that the total number of Shares repurchased in the Offer does not exceed the maximum amount of Shares. The scale back will be 53,74 per cent. The accepted number of shares shall be rounded down for each book-entry account to the previous whole share.
As the conditions for the completion of the Offer have been and remain satisfied the Company will complete the Offer in accordance with its terms and conditions.
The sale and purchase of the Shares validly tendered in the Offer will be executed on or about August 2, 2019. The settlement will be effected on or about August 6, 2019 (the "Settlement Date"). The offer consideration will be paid on the Settlement Date in a way defined in the terms of the Offer to the shareholders who have validly accepted the Offer. All the Shares transferred in the Offer will become null and void as part of the settlement of the completion trades of the Offer, tentatively on the Settlement Date, so that the Shares will not come to the Company's possession.
As according to the terms of the Offer, all Shares transferred in the Offer will become null and void as part of the settlement of the completion trades of the Offer, no own Shares will come to the Company's possession in connection with the Offer.
As a result of completing the Offer the cash balance and equity of the Company will decrease by EUR 26,388,864.22. Completing the Offer will have no effect on the guidance for result of operations concerning the year 2019 previously published by the Company.
In Helsinki, July 31, 2019
Afarak Group Plc
Board of Directors
For additional information, please contact:
Guy Konsbruck, CEO, +356 2122 1566, guy.konsbruck@afarak.com
Jean Paul Fabri, PR Manager, +356 2122 1566, jp.fabri@afarak.com
Financial reports and other investor information are available on the Company's website: www.afarak.com.
Afarak Group is a specialist alloy producer focused on delivering sustainable growth with a Speciality Alloys business in southern Europe and a FerroAlloys business in South Africa. The Company is listed on NASDAQ Helsinki (AFAGR) and the Main Market of the London Stock Exchange (AFRK).
Distribution:
NASDAQ Helsinki
London Stock Exchange
Main media
www.afarak.com
Disclaimer
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in Afarak Group Plc (the "Shares") anywhere in the world. The final terms and further provisions of the public tender offer (the "Offer") will be disclosed in the offer document approved by the Finnish Financial Supervisory Authority. Holders of the Shares are strongly recommended to read the offer document and all announcements in connection with the Offer as they contain or will contain important information.
The Offer is not being made directly or indirectly, in or into the United States or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. The Offer is not being made by the use of the mails or any other means or instruments of interstate or foreign commerce (inter alia, transmission by fax, telephone or internet) in or into the United States, nor by the use of any facility of a national securities exchange in the United States. Accordingly, the sending or any other distribution of this announcement or any other accompanying document in or into the United States or any other jurisdiction, where to do so would constitute a violation of the laws of such jurisdiction, is prohibited.