EANS-News: RHI AG RHI shareholders vote in favor of proposed resolutions with
a majority of more than 99.7% and enable combination of RHI and Magnesita
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Corporate news 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
Vienna -
* Extraordinary general meeting enables all legally required steps to create the
new world market leader RHI-Magnesita in the refractory industry
* Closing of the transaction contemplated to take place late October 2017
* Announcement of the nominated RHI Magnesita N.V. Directors
RHI AG's shareholders approved the proposed resolutions with an overwhelming
majority of more than 99.7% of the share capital represented at today's
extraordinary general meeting. "With this clear vote, we have been given a clear
mandate for the combination of the two companies. The shareholders' decision
paves the way for a new, powerful company, which leads the global refractories
market and also drives it with its innovations," commented Stefan Borgas,
designated CEO of RHI-Magnesita. The resolution was preceded by a unanimous
recommendation for the combination by the RHI AG Supervisory Board including the
employee representatives.
The combination of RHI and Magnesita will enable the combined company to offer
its customers an even more comprehensive range of services and thus provide
added value. There is further significant value creation potential due to the
realization of planned synergies and innovations based on the combined know-how
of the companies.
At the end of the general meeting, Wolfgang Ruttenstorfer thanked the company's
CFO, Barbara Potisk-Eibensteiner, who will leave the company as of the end of
August 2017, for her excellent work over the past ten years.
Overview of the transaction steps
At today's general meeting, the two steps required for the reorganization under
Austrian company law were approved: (1) the spin-off of all significant assets
of RHI AG to its wholly-owned Austrian subsidiary RHI Feuerfest GmbH and (2) the
subsequent cross-border merger of RHI AG with its wholly-owned Dutch subsidiary
RHI-MAG N.V. As a result of the second step, RHI-MAG N.V. will become the group
holding company. 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 becomes legally effective and after the ordinary shares of RHI-MAG N.V.
(represented by Depositary Interests) have been admitted to listing on the
Premium Segment of the London Stock Exchange. The new company will be managed by
a European-Brazilian management team in Vienna.
Composition of the future Board of RHI Magnesita N.V.
After the 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, Karl Sevelda. In addition, Herbert Cordt
(Chairman), David Schlaff, Stanislaus zu Sayn-Wittgenstein and Fersen Lambranho
are planned to be appointed to the Board.
Next steps for the closing end of October 2017
After the resolutions of the general meeting, the management will focus on the
further implementation of the planned steps for the combination of RHI and
Magnesita. According to the time line, the closing of the transaction is
scheduled for the end of October 2017. The main focus will be placed on meeting
the merger control clearance requirements in Europe regarding the sale of three
European plants, the preparation of the listing in the premium segment of the
London Stock Exchange and the detailed planning of integration measures for the
combination of the two companies.
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