EANS-Adhoc: RHI AG Results of the extraordinary general meeting on August 4,
2017
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Disclosed inside information pursuant to article 17 Market Abuse Regulation
(MAR) transmitted by euro adhoc with the aim of a Europe-wide distribution.
The issuer is responsible for the content of this announcement.
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Annual & Special Corporate Meetings
04.08.2017
Vienna - The extraordinary general meeting of RHI AG today approved the spin-off
of all significant assets of RHI AG to its wholly-owned Austrian subsidiary RHI
Feuerfest GmbH and the subsequent cross-border merger of RHI AG with its wholly-
owned Dutch subsidiary RHI-MAG N.V. with a majority of more than 99,7% of the
votes cast. Completion of the acquisition by RHI-MAG N.V. of a controlling
interest in Magnesita Refratários S.A. is scheduled to occur shortly after the
merger has become legally effective and the ordinary shares of RHI-MAG N.V.
(represented by Depositary Interests) have been admitted to listing on the
Premium Listing Segment of the Official List and to trading in the Main Market
of the London Stock Exchange.
The condition precedent to the share purchase agreement concluded between RHI
and the controlling shareholders of Magnesita of October 5, 2016, according to
which cash compensation claims of RHI AG shareholders in the context of the
merger of RHI AG with RHI-MAG N.V. may not exceed EUR 70 million, has been met.
Immediately afterthe merger has become legally effective, the company name of
RHI-MAG N.V. will be changed to RHI Magnesita N.V. The Board of RHI Magnesita
N.V. will consist of 19 directors and will include two executive directors, the
designated CEO Stefan Borgas and the designated CFO Octavio Lopes, as well as 17
non-executive directors, six of whom will be employee representatives. Seven of
the remaining eleven non-executive directors will be appointed as independent
directors in accordance with the UK Corporate Governance Code of the UK
Financial Reporting Council. The following persons are planned for these
appointments: Jim Leng (Senior Independent Director), Celia Baxter (Chair
Remuneration Committee), John Ramsay (Chair Audit Committee), David Haines,
Andrew Hosty, Wolfgang Ruttenstorfer and Karl Sevelda. In addition, Herbert
Cordt (Chairman), David Schlaff, Stanislaus zu Sayn-Wittgenstein and Fersen
Lambranho are planned to be appointed to the Board.
Further inquiry note:
RHI AG
Investor Relations
Mag. Simon Kuchelbacher, CIIA
Tel: +43-1-50213-6676
Email: simon.kuchelbacher@rhi-ag.com
end of announcement euro adhoc
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issuer: RHI AG
Wienerbergstrasse 9
A-1100 Wien
phone: +43-1-50213-6676
FAX:
mail: investor.relations@rhi-ag.com
WWW: http://www.rhi-ag.com
ISIN: AT0000676903
indexes: ATX
stockmarkets: Wien
language: English