RHI Magnesita Regulatory News (RHIM)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH ITS DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE THE SECURITIES REFERRED TO HEREIN IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.

PRESS RELEASE

09 July 2019

Results of placing of ordinary shares in the form of existing depositary interests in RHI Magnesita N.V.

Further to the announcement released on 08 July 2019 in relation to a proposed placing of ordinary shares in RHI Magnesita N.V. ("RHI Magnesita") in the form of depositary interests (each depositary receipt representing one ordinary share), funds managed by GP Investments Ltd. ("GP Investments") announce that they have sold 2,156,794 ordinary shares (the "Placing Shares") in RHI Magnesita, representing approximately 4.36% of RHI Magnesita's entire issued share capital at a price of 4,600 pence per depositary interest (the "Transaction").

After completion of the Placing, GP Investments will hold approximately 4.36% of the issued share capital of RHI Magnesita.

Jefferies acted as sole global coordinator and sole bookrunner on the Transaction. N. M. Rothschild & Sons Limited ("Rothschild & Co") acted as the sole financial adviser to GP Investments on the Transaction

RHI Magnesita will not receive any proceeds from the Transaction.

Enquiries:

Jefferies (Sole Global Coordinator and Sole Bookrunner) +44 (0)20 7029 8000

Luca Erpici / Oliver Berwin/ Laurene Danon

IMPORTANT NOTICE

This announcement is for information purposes only and shall not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The distribution of this announcement and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. The offer and sale of securities referred to herein has not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa. There will be no public offer of the securities in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction.

In member states of the European Economic Area which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. In the United Kingdom, this announcement is directed exclusively at Qualified Investors: (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) who fall within Article 49(2)(A) to (D) of the Order; or (iii) to whom it may otherwise lawfully be communicated.

No prospectus or offering document has been or will be prepared in connection with the Transaction. Any investment decision to buy securities in the Transaction must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any of GP Investments, Jefferies, Rothschild & Co and/or any of their respective affiliates.

This announcement does not represent the announcement of a definitive agreement to proceed with the Transaction and, accordingly, there can be no certainty that the Transaction will proceed.

Jefferies, which is authorised and regulated by Financial Conduct Authority in the United Kingdom, is acting exclusively for GP Investments and no-one else in connection with the offering. Jefferies will not regard any other person as its clients in relation to the offering and will not be responsible to anyone other than GP Investments for providing the protections afforded to its clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Rothschild & Co, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for GP Investments and no-one else in connection with the Transaction. Rothschild & Co will not regard any other person as its client(s) in relation to the Transaction and will not be responsible to any person(s) other than GP Investments for providing protections afforded to clients of Rothschild & Co nor for providing financial advice in relation to the Transaction, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with any offering of the securities, each of Jefferies and any of its respective affiliates acting as an investor for their own account may take up as a proprietary position any securities and in that capacity may retain, purchase or sell for their own accounts such securities. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of securities. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

None of Jefferies, Rothschild & Co, nor any of their respective directors, officers, employees, affiliates, alliance partners, advisers and/or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from this announcement) or any other information relating to RHI Magnesita N.V. or GP Investments or any of their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.