Afarak Group Plc Regulatory News (AFRK)

28 Mar 2019 13:00

UPDATE ON BUY-BACK

13:00 London, 15:00 Helsinki, March 28, 2019 - Afarak Group Plc ("Afarak" or "the Company")

UPDATE ON BUY-BACK

The Extraordinary General Meeting held on February 12, 2019 (“EGM”) resolved to authorise the Board of Directors to decide on the repurchase of Afarak’s own shares as follows:

The Board of Directors of Afarak Group Plc (“Afarak”) is authorised to decide on the acquisition of a maximum of 31,500,000 own shares (“Shares”) by a voluntary takeover bid (“Takeover Bid”) made to Afarak’s shareholders in accordance with the Finnish Securities Markets Act so that:

The share offer price to be paid by Afarak in the Takeover Bid shall be EUR 1.015 per share. (“Share Offer Price”). Each shareholder of Afarak shall also have the right not to participate in the Takeover Bid and to continue as a shareholder in Afarak. The total amount of cash consideration in the Takeover Bid to be paid by Afarak shall be limited to EUR 28,404,000.00.The payment of the Share Offer Price shall take place by the end of March 2019, if practically possible.The authorisation is proposed to include the right for the Board to decide on all other matters related to the Takeover Bid.The authorisation is proposed to remain valid until 31 May 2019.

The authorisation granted to the Board was conditional on the fulfilment of all of the following conditions:

Afarak receives from the tax authority a legally valid preliminary ruling according to which the provisions of Section 29 of the Finnish Act on Assessment Procedure on disguised dividend does not apply to the acquisition of own shares by Afarak in the Takeover Bid.Afarak receives the required funding for the acquisition of the shares in the Takeover Bid on market terms which are approved by the Board; andThe Financial Supervisory Authority approves the offer document drawn up by Afarak with respect to Takeover Bid in accordance with the Securities Markets Act.

Since the EGM the Board and management of Afarak have been working on these issues. Afarak has received a legally valid preliminary ruling from tax authorities. The preparations of funding are in the final stages. The Board anticipates that the Financial Supervisory body will approve the offer document in due course.

With regards to the timing of the offer, the Board has evaluated the matter. The Board notes that there is a wish to execute the transaction as soon as possible.

The Board believes that the offer documentation should contain all relevant information possible. In the evaluation of the process, the Board still concludes, as was the case in Spring 2018, that in the long run it is not economically viable for the Company and its shareholders to have a company domiciled in Finland and listed in Helsinki and London. Therefore, as a part of the evaluation process, the Board is considering several options in this regard as well. 

After the buy-back, the Company will be looking at options to execute these steps. Although these steps will only be following the Takeover Bid, the shareholders should be informed that after the Takeover Bid, the Company will be looking into:

any actions in relation to the potential changes in domicile; andpotentially a delisting from Nasdaq Helsinki stock exchange.

The Board intends that in connection with the Takeover Bid there should be additional information available for the shareholder in relation to these initiatives, although the Board will not be making any binding decisions in these regards.

In practice, this would mean that the offer period could start approximately in late May 2019 (after the result for the first quarter of 2019 is published and the offer documentation is accepted by FIN-FSA). This would mean that the offer period would end mid-June 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 of Afarak has decided, that the Annual General Meeting will be held on June 25, 2019. At that point of time it is expected that the Takeover bid is fully executed.

Afarak will be publishing its full financial statement (including auditors report) on March 29. 2019.

The Board of DirectorsAfarak Group

For additional information, please contact:

Guy Konsbruck, CEO, +356 2122 1566, guy.konsbruck@afarak.comJean 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).

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www.afarak.com