Holcim: Public Exchange Offer for the Shares of Lafarge & Holcim Ltd Shares to Commence Trading on Euronext Paris on 9 July 2...
May 29 2015 - 6:08AM
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Regulatory News:
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PUBLIC EXCHANGE OFFER FOR THE SHARES OF
LAFARGE
INITIATED BY HOLCIM
PRESENTED BY SOCIETE GENERALE AND
UBS
AND
HOLCIM LTD SHARES TO COMMENCE TRADING ON
EURONEXT PARIS ON 9 JULY 2015
PRESS RELEASE ON THE PUBLICATION OF THE
OFFER DOCUMENT, INFORMATION RELATING IN PARTICULAR TO THE LEGAL,
FINANCIAL AND ACCOUNTING CHARACTERISTICS OF HOLCIM LTD AND OF THE
PROSPECTUS RELATING TO ADMISSION OF THE EXISTING HOLCIM LTD SHARES
AND, AS THE CASE MAY BE, HOLCIM LTD SHARES TO BE ISSUED IN
CONNECTION WITH THE PUBLIC EXCHANGE OFFER, TO TRADING ON THE
REGULATED MARKET OF EURONEXT PARIS
TERMS OF THE OFFER: 9 newly issued Holcim Ltd shares
for 10 Lafarge S.A. shares
OFFER PERIOD: 25 trading
days
This press release has been prepared and disseminated by Holcim
Ltd in accordance with the provisions of article 231-27 2°, article
231-28 and article 212-27 II of the general regulations of the
Autorité des marchés financiers (the “AMF”).
IMPORTANT NOTICE
If the conditions provided in article L. 433-4 III of the
monetary and financial code and articles 237-14 et seq. of the
AMF’s general regulations are met at the end of the public exchange
offer acceptance period, Holcim Ltd reserves the rights to request
the AMF to implement, within a three-month period after the end of
this public exchange offer acceptance period, a squeeze-out
procedure to effect the transfer to Holcim Ltd of all the Lafarge
S.A. shares not tendered to the public exchange offer. The
implementation of such squeeze-out will be subject to examination
by the AMF.
In accordance with the provisions of article L. 621-8 of the
monetary and financial code and article 231-23 of its general
regulations, the AMF has, in application of its declaration of
conformity of the public exchange offer dated 28 May 2015, affixed
visa No. 15-226 dated 28 May 2015 on the offer document prepared by
Holcim Ltd concerning the public exchange offer relating to the
shares of Lafarge S.A. (the “Offer”).
In accordance with the provisions of article 231-28 of the AMF’s
general regulations, information relating in particular to the
legal, financial and accounting characteristics of Holcim Ltd was
filed with the AMF on the 28 May 2015 and made available to the
public as of the 29 May 2015.
These information and the offer document
approved by the AMF are available on the website of the AMF
(www.amf-france.org) and of Holcim Ltd (www.holcim.com), and are
also available free of charge upon request at:
Holcim Ltd
Zürcherstrasse 156
8645 Jona
Switzerland
Société Générale
Corporate Finance
75886 Paris Cedex 18
France
UBS Securities France S.A.
69 Boulevard Haussmann
75008 Paris
France
Prior to the opening of the Offer acceptance period, the AMF and
Euronext Paris will respectively publish a notice announcing the
opening of the Offer and the timetable (avis d’ouverture et de
calendrier) and a notice announcing the terms and timetable of the
Offer.
Availability to the public of the Listing Prospectus
Copies of the prospectus on which the AMF affixed the visa
number 15-233 on 28 May 2015 (the “Prospectus”), which
consists of the registration document, registered with the AMF on
11 May 2015 under number I.15-034 (the “Registration
Document”), a securities note (the “Securities Note”)
and a summary of the Prospectus (included in the Securities Note)
and any supplement thereto may be obtained free of charge from
Holcim Ltd’s registered office (Zürcherstrasse 156, 8645 Jona,
Switzerland) and can be downloaded from Holcim Ltd’s website
(www.holcim.com). Copies of the Prospectus and any supplement
thereto may be obtained free of charge from Lafarge S.A.’s
registered office (61, rue des Belles Feuilles, 75116 Paris,
France) and can be downloaded from Lafarge S.A.’s website
(www.lafarge.com) and from the AMF’s website
(www.amf-france.org).
Attention is drawn to the risk factors pertaining to
LafargeHolcim Ltd in Section 3 of the Registration Document – Part
I, those pertaining to Holcim Ltd in Section 2 of the Registration
Document – Part II, those pertaining to Lafarge S.A. in Section 5.1
of the Lafarge 2014 Document de Référence incorporated by reference
to the Registration Document and those pertaining to the Holcim Ltd
shares and, going forward, LafargeHolcim Ltd shares described in
Section 2 of the Securities Note. The materialisation of one or
more of the risks described therein may have a material adverse
effect on the Holcim group’s and, going forward, on the
LafargeHolcim group’s business, results of operations, financial
condition and prospects, as well as on the market price of Holcim
Ltd shares and, going forward, the LafargeHolcim Ltd shares.
Disclaimer
This press release was prepared for informational purpose only.
This press release does not constitute an offer to the public nor
is it intended to be transmitted in any other country than France.
The transmission of this press release, the Offer and its
acceptance may be subject to specific regulations or restrictions
in certain countries. The Offer is not directed to any persons
subject to such restrictions, neither directly nor indirectly, and
may not be accepted in any way from a country where the Offer would
be subject to such restrictions. Consequently, persons in
possession of this press release are responsible for informing
themselves on potential applicable local restrictions and for
complying with such restrictions. Holcim Ltd accepts no
responsibility for any violation of such restrictions by any
person.
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Persons in Charge of Investors RelationsHolcim Investor
RelationsPhone: +41 58 858 87 87Fax: +41 58 858 80 09E-Mail:
investor.relations@holcim.comorMichel R. GerberHead Investor
RelationsPhone: +41 58 858 86 63orSwetlana IodkoInvestor Relations
OfficerPhone +41 58 858 87 46