EQS-News: Offer Update Announcement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM AUSTRALIA, CANADA, HONG KONG, NEW ZEALAND, SOUTH AFRICA OR THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS) OR ANY OTHER JURISDICTION, OR TO ANY PERSON, WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, New Zealand, South Africa or the United States (including its territories and possessions) or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law.

Shareholders not resident in Austria or the Netherlands who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences.

In the United Kingdom, this announcement is only being made to and directed at (i) investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling with Article 49(2)(a) to (d) of the Financial Promotion Order.

Shareholders should refer to the offer restrictions included in the section titled "Important information" at the end of this announcement and in the offer document which will be published shortly before the commencement of the acceptance period under the Offer.

PRESS RELEASE                                                                                 29 November 2023

PARTIAL CASH OFFER

by

Ignite Luxembourg Holdings S.à r.l. (the "Bidder")

for

14,086,156 shares, representing 29.9% of the issued and outstanding share capital

of

RHI Magnesita N.V. (the "Company")

at

GBP 28.50 per share

The shares in the Company, in the form of dematerialised depositary interests representing entitlements in the shares, are admitted to trading on the London Stock Exchange and the Vienna Stock Exchange (Wiener Börse).

Status of Conditions Precedent

The Bidder refers to its announcements made on:

1. 19 June 2023, making a partial cash offer for GBP 28.50 per Share, for 14,086,156 Shares (the "Offer Shares"), representing 29.9% of the issued and outstanding share capital of the Company (the "Offer") and announcing the publication of the offer document relating to the Offer (the "Offer Document");

2. 28 June 2023, extending the Offer to Japan;

3. 10 July 2023, extending the Acceptance Period to 21 July 2023;

4. 11 July 2023, waiving the Condition Precedent listed in Section 4.1.4 of the Offer Document as to acceptances of the Offer;

5. 24 July 2023, announcing that the Offer is closed for acceptances and that valid acceptances have been received in respect of 9,399,144 Shares, representing at the time approximately 19.95% of the Issued and Outstanding Share Capital of the Company;

6. 11 August 2023, announcing a reduction to the Offer Price (the "Offer Price Reduction Announcement");

7. 21 September 2023, announcing that all Relevant Competition Authorities and that all Relevant FDI Authorities, with the exception of the Relevant FDI Authorities in Austria and Spain, have provided the requisite clearance for the settlement of the Offer;

8. 29 September 2023, extending the period for satisfaction of the Condition Precedent set out in Section 4.1.1 of the Offer Document relating to the receipt of the Competition and FDI Approvals to 15 November 2023; and

9. 15 November 2023, announcing that all Relevant Competition Authorities and all Relevant FDI Authorities provided the requisite clearance for the settlement of the Offer.

This announcement constitutes the Final Results Announcement for the purposes of the Offer Document.

Accepting Shareholders are reminded that the Bidder waived the Condition Precedent in Section 4.1.4 of the Offer Document as to acceptances of the Offer on 11 July 2023 and that the Bidder announced on 15 November 2023 that the Condition Precedent in Section 4.1.1 of the Offer Document relating to the receipt of the Competition and FDI Approvals was satisfied.

The Bidder refers to the remaining Conditions Precedent set out in Sections 4.1.2, 4.1.3, 4.1.5 and 4.1.6 of the Offer Document and confirms that all such Conditions Precedent have been satisfied or, to the extent that they have not been satisfied, they are hereby waived by the Bidder.

Level of Acceptances

Accepting Shareholders are reminded that valid acceptances have been received in respect of a total of 9,399,144 Shares, representing approximately 19.95% of the Issued and Outstanding Share Capital of the Company.

Settlement of the Offer

In accordance with Section 5.5 of the Offer Document, Settlement of the Offer will take place on or around 10 Trading Days after the date of this announcement. Therefore, Settlement will take place on or around 13 December in the manner set out in Sections 5.5 and 5.6 of the Offer Document.

Offer Price

Accepting Shareholders are reminded that, pursuant to the Offer Price Reduction Announcement, the Bidder reduced the Offer Price by the GBP equivalent of the interim dividend of €0.55 per Share which the Company announced on 26 July 2023 (the "Interim Dividend"), such GBP equivalent to be calculated using the 12:00 p.m. London time Bloomberg Fixing (BFIX) exchange rate expressed as the amount of EUR per one unit of GBP, as published on the relevant Bloomberg page (BFIX), on the earlier of (i) the date on which the Interim Dividend was paid or (ii) the date of the Final Results Announcement (i.e. the date of this announcement).

The Interim Dividend was paid on 22 September 2023, which occurred earlier than the Final Results Announcement. Therefore, the GBP equivalent of the Interim Dividend for the purpose of the announced reduction to the Offer Price is GBP 0.48, calculated using a EUR/GBP exchange rate of 0.86856, being the 12:00 p.m. London time Bloomberg Fixing (BFIX) exchange rate expressed as the amount of EUR per one unit of GBP, as published on the relevant Bloomberg page (BFIX), on 22 September 2023.

The Offer Price is therefore GBP 28.02 per Share.

Accepting Shareholders who have made a valid Currency Election to receive the EUR equivalent of the Offer Price will receive EUR 32.42, calculated using a EUR/GBP exchange rate of 0.86423, being the Exchange Rate in accordance with Section 3.2 of the Offer Document.

The Bidder does not currently expect that any Indian non-resident capital gains tax will be required to be withheld at source at the time of Settlement, because the Bidder has reached certain conclusions about the value of the Target Company's assets, among other things, and the Bidder expects to be able to reach the same conclusions as of the date of Settlement. However, if the Bidder, in its sole discretion, is unable to reach these conclusions as of the date of Settlement, the consideration payable for the Offer Shares may be subject to withholding of tax at source in respect of capital gains or other taxes to the extent applicable. If the Bidder determines that under applicable law, withholding is required in respect of the Offer Price, the Bidder will be authorised by each relevant Accepting Shareholder to make such withholding and will not be required to pay additional amounts to each such Accepting Shareholder in respect of such withholding.

Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Offer Document.

For further information, please contact:

Brunswick

Charles Pretzlik                   +44 20 7404 5959

[email protected]

Citi

Andrew Miller-Jones           +44 20 7986 3463

Publication on Website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions and persons who are not relevant persons (each, as defined below), on www.information-hosting.com, by no later than 12 noon (London time) today.

Important information

The Offer is not being made and will not be made, directly or indirectly, in or into Australia, Canada, Hong Kong, New Zealand, South Africa, the United States (including its territories and possessions) or any other jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to holders of Shares in that jurisdiction (together, the "Restricted Jurisdictions") by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of a Restricted Jurisdiction, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, a Restricted Jurisdiction. Accordingly, this press release or any documentation relating to the Offer are not being and should not be, directly or indirectly, sent, mailed or otherwise distributed or forwarded in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Persons receiving this announcement, the offer document, any related documentation including but not limited to forms of acceptance (including banks, brokers, dealers, custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and acceptances of the Offer made by a person in a Restricted Jurisdiction or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within a Restricted Jurisdiction will be disregarded.

This press release is not being, and must not be, sent to shareholders with registered addresses in a Restricted Jurisdiction. Banks, brokers, dealers, custodians, nominees and trustees holding Shares for persons in a Restricted Jurisdiction must not forward this press release or any other document received in connection with the Offer to such persons.

The communication of this announcement, the offer document and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. The communication of such documents and/or materials is only being made to (i) persons who are outside the United Kingdom; (ii) investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or (iii) high net worth entities and other persons to whom it may lawfully be communicated, falling with Article 49(2)(a) to (d) of the Financial Promotion Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this announcement relates will only be available to and will only be engaged with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

Citi, which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the UK by the Financial Conduct Authority ("FCA") and the PRA, is acting as financial adviser for the Bidder and certain affiliates of the Bidder and for no one else in connection with the matters described in this announcement and the Offer and will not be responsible to anyone other than the Bidder and its certain affiliates for providing the protections afforded to clients of Citi nor for providing advice in connection with the Offer, or any other matters referred to in this announcement. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this Announcement, any statement contained herein, the Offer or otherwise.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of the Bidder. Any such forward-looking statements speak only as of the date on which they are made and the Bidder has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.

This information is provided by Reach, the non-regulatory press release distribution service of RNS, part of the London Stock Exchange. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.