Last checked at 9 Nov 2018 13:08
BOARD’S VIEW OF THE LNS PROPOSAL
13:15 London, 15:15 Helsinki, November 9, 2018 - Afarak Group Plc ("Afarak" or "the Company")
BOARD’S VIEW OF THE LNS PROPOSAL
One of the main shareholders of Afarak Group Plc (“Afarak” or “Company”), LNS Ltd (“LNS”), has proposed to an extraordinary shareholders’ meeting of Afarak that the Board of Afarak be authorised to execute a limited public tender offer of its own shares. The extraordinary shareholders’ meeting will be held on November 12, 2018 in Helsinki. The details of the LNS proposal can be found from the stock exchange releases of the company.
The Board of Afarak has discussed the matter and has made some initial planning of the potential process.
In the Board’s view, acquisition of own shares is one of the means of distributing the company’s assets to the shareholders. According to the companies act all distribution of assets is subject to a decision of a general meeting. If the general meeting decides to authorise the Board to execute the proposed transaction with a relevant majority, the Board sees that it is the duty of the Board to execute the transaction. However, the Board sees that this is a shareholder level matter and therefore it does not give any recommendation either for or against the proposal. Furthermore, the Board does not take any view on the pricing at least at this point of time. It is noted that according to the securities market Act the Board is not obliged to give any recommendation in relation to the public tender offer if the offer is done by the company itself.
If the Board is authorised to execute the buy-back, as part of the process, it will formally assess and provide its view on whether the company has secured sufficient resources to execute the proposed transaction.
With regards to the timing of the offer, the Board has initially evaluated the matter. The Board notes that in the LNS proposal there is a wish to execute the transaction as soon as possible. The Board sees that the offer documentation should contain all relevant information possible. As the end of the financial year is nearing and the preparation of Financial Statements for 2018 will start soon (and the company will enter into so-called silent period), the best time to execute the offer is when the Financial Statements for 2018 are available for all investors. In practise, this would mean that the offer period could start approximately in early March 2019 (after the offer documentation is accepted by FIN-FSA). This would mean that the offer period would end at the end of March 2019 if the minimum offer time of three weeks (allowed by Securities Markets Act) is followed. The timings should be regarded as approximate only.
The Board has furthermore received information from two shareholders, LNS Ltd and ATKEY Ltd, that neither of them will sell their shares according to the proposed offer, if the offer is executed.
Board of DirectorsAfarak Group plc
For additional information, please contact:
Guy Konsbruck, CEO, +356 2122 1566, guy.konsbruck@afarak.comJean Paul Fabri, +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).
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www.afarak.com