1. «MCA ORBITAL GLOBAL HOLDINGS LTD», (the “Offeror”), a private company limited by shares, incorporated in 2016 and operating under the corporate law of Cyprus (Chapter 113), with registration number in the registrar of Companies and Official Receiver HE 354299 and registered address at 12 Rodou Str., Agioi Omologites, 1086, Nicosia, Cyprus, announces the submission of a mandatory tender offer (the “Tender Offer”), pursuant to articles 7 and 10 of L. 3461/2006, as in force (the “Law”) to all the holders (the “Shareholders”) of ordinary, registered, listed, voting shares, of nominal value of €0,35 each (the “Shares”), excluding the Shares held directly or indirectly by the Offeror, of the Greek Société anonyme under the name “KLEEMAN HELLAS Incorporated Company Industrial, Commercial Company for Mechanical Construction S.A. ” and distinctive title “KLEEMANN HELLAS ABEE.”, registered at the General Commercial Registrar (GEMI) of the Ministry of Finance Development and Tourism, with register number 014486435000 and register seat at Industrial Area of Stavrochori, Kilkis, PO Box: 25, Greece, P.C.: 61100 (the “Company” or “Kleemann”). The Company’s paid up share capital amounts to, at the date of the present, €8,277,045 divided into 23,648,700 shares, that are listed for trading on the Main Market of the Athens Exchange (the “ATHEX”).
2. The Offeror is a private company limited by shares, not listed in a capital market, with principal activity its participation in other undertakings. With the exception of the present Tender Offer, the Offeror has not developed any activity until today.
3. On the 19th of September 2016, the natural persons Mr. Nikolaos Koukoutzos son of Konstantinos, Konstantinos Koukoutzos son of Nikolaos, Nikolaos Koukoutzos son of Nikolaos, Aikaterini Koukountzou daughter of Nikolaos, Menelaos Koukoutzos son of Konstantinos, Aikaterini Koukountzou daughter of Menelaos and Konstantinos Koukoutzos son of Menelaos orally agreed to act in concert for the joint control of the Company. In this context, they exchanged their shares for shares issued by the Offeror, for the implementation of the share exchange agreement signed the same day. Consequently, the Offeror acquired a total of 15.896.582 Shares and voting rights of the Company, which correspond to the sum of the issued shares of the Company held by the aforementioned natural persons, i.e. to a percentage of 67.22% of the total voting rights of the Company. After the completion of the above exchange of shares, the Offeror is exclusively controlled by the above natural persons.
As a result of the above, the obligation for the submission of the present mandatory tender offer, pursuant to article 7 of the Law, was triggered.
4. Persons acting in concert with the Offeror, pursuant to Article 2 (e) of the Law, are the aforementioned natural persons - shareholders of the Offeror. In addition, under the concept of the persons acting in concert are included the persons, which are controlled by the above, within the meaning of the article 8 of the P.D. 51/1992 as in force after its amendment by the law 3556/2007, and more specifically the companies “Koukountzou M. & A General Partnership” and “K.A & M. Koukountzos General Partnership”, companies that are controlled by some of the shareholders of the Offeror.
5. The Offeror initiated the process of the Tender Offer on the 21st of September 2016 (the “Date of the Tender Offer”) by informing the Hellenic Capital Market Commission (the “HCMC”) and the Board of Directors of the Company and by submitting to the aforementioned persons the draft information memorandum, in accordance with Article 10 of the Law (the “Information Memorandum”).
6. At the date of the Tender Offer, the 21st of September 2016, 15,896,582 of the Company’s Shares, which represent a percentage equal to 67.22% of the paid up shared capital and of the voting rights of the Company, were held directly by the Offeror and indirectly by the persons acting in concert.
7. Through the Tender Offer, the Offeror intends to acquire the sum of the Company’s Shares, which were not held directly or indirectly by it or the persons acting in concert, on the 21st of September of 2016, the Date of the Tender Offer. Consequently, the shares that are the subject of the Tender Offer amount to 7,752,118 Shares, representing a percentage equal to 32.78% of the paid up shared capital and of the voting rights of the Company («the Shares of the Tender Offer»).
8. Pursuant to article 9 of the Law, the Offeror offers €2.02 (“Offer Price”) in cash for every Share of the Tender Offer that is validly tendered. In addition to the Offer Price, the Offeror will assume on behalf of the Accepting Shareholders the payment of the clearance duties for the off-exchange transfer of the Shares in favour of the Hellenic Exchanges S.A. Holding, Clearing, Settlement and Clearing (“HELEX”), provided for in the Regulation of Clearing of Transactions. The clearance duties amount today to 0.08% of the value of the transfer, which is calculated by multiplying the number of the Transferred Shares by the higher of the following prices: the Offer Price and the closing price of the Share in the ATHEX at the preceding working day from the submission of the necessary documents to HELEX and with a minimum charge amount equal to the lowest between 20 Euros and 20% of the value of the transfer for each Accepting Shareholder. The Offeror does not assume the payment of the amount of money that corresponds to the tax imposed on the off-exchange transfer, which amounts today to 0.2% of the value of the transaction and is chargeable to the Shareholders who will validly accept the Tender Offer (“Accepting Shareholders”). Consequently, the Accepting Shareholders will receive the total amount of the Offer Price without deduction of the clearance duties but reduced by the amount of the aforementioned tax.
8.1. The Offer Price satisfies the requirements of the “fair and equitable” offer price, as defined in the article 9 paragraph 4 of the Law, and is higher than a) the volume-weighted average market price of the Shares of the Company over the last six (6) month period preceding the date the Offeror became liable to submit the Tender Offer, namely before the 19th of September 2016 b) the maximum price at which the Offeror or the persons acting in concert acquired shares of the Company over the twelve (12) month period preceding the date the Offeror became liable to submit the Tender Offer, namely before the 19th of September 2016.
8.2. More specifically, in the present Tender Offer:
(a) According to the data of the ATHEX, the volume-weighted average market price of the Shares of the Company over the last six (6) month period preceding the date the Offeror became liable to submit the Tender Offer, is € 1.59.
(b) All the transactions in shares carried out either by the Offeror or any of the persons acting in concert or persons acting on behalf of them, over the twelve (12) month period preceding the date the Offeror became liable to submit the Tender Offer, took place at price lower than the Offer Price.
8.3. At the Date of the Tender Offer, the Offer Price was higher by:
• 27% than the volume-weighted average market price of the Share over the last six (6) month period until the 16th of September 2016, which amounted to €1.59 per share.
• 29,5% than the volume-weighted average market price of the Share over the last twelve (12) month period until the 16th of September 2016, which amounted to €1.56 per share.
9. Eurobank Ergasias S.A, a credit constitution legally established and operating in Greece with registered seat in the Municipality of Athens (Othonos 8 Str, P.C.:10557) and General Commercial Registry Number 000223001000, certifies by virtue of the article 9 paragraph 3 of the Law that the Offeror has the necessary means to pay the full amount of the Offer Price for the Shares of the Tender Offer, including the respective clearance duties in favor of HELEX, which are borne by the Offeror. In this context, it shall be noted that Eurobank Ergasias S.A. does not provide any guarantee for the execution of payment or the fulfillment of other obligations undertaken by the Offeror in the framework of the Tender Offer.
10. The Offeror intends to acquire additional Shares of the Company, through ATHEX, in exchange for a price not exceeding the Offer Price, during the time period from the publication of the Tender Offer until the end of the Acceptance Period. All the acquisitions of shares will be declared and published in accordance with article 24 paragraph 2 of the Law, as well as the provisions of the law 3556/2007 and the European Regulation 596/2014 (MAR Regulation), where necessary.
11. The tender offer is mandatory and unconditional.
12. Pursuant to article 18 paragraph 2 of the Law, the acceptance period during which the Accepting Shareholders can declare that they accept the Tender Offer (“Acceptance Period”), will start and will be announced immediately after the publication of the Information Memorandum, as approved by the HCMC.
13. If, after the end of the Acceptance Period, the Offeror holds shares representing in total a percentage equal to at least 90% of the total voting rights of the Company, the Offeror will exercise the Squeeze-Out Right provided for in article 27 of the Law and will buy the Shares of the remaining Shareholders, who did not accept the Tender Offer within the three (3) month deadline from the end of the Acceptance Period (the “Squeeze-Out Right”), at a price equal to the Offer Price. After the completion of the Squeeze-Out Right procedure, the Offeror will pursue the delisting of the Shares of the Company from the ATHEX, in accordance with the provisions of the article 17 paragraph 5 of Law 3371/2005. For this purpose, the Offeror will convene the General Assembly of the shareholders of the Company, in order to decide on the delisting of the Company from the ATHEX and will vote in favor of this decision. After the adoption of this decision by the General Assembly of the shareholders of the Company, the Offeror will submit a request to HCMC for the delisting of the Company from the ATHEX.
14. The Offeror intends to assist and support the Company management in its effort to achieve further development. In the context of the strategy implemented, the transfer of the seat of the Company outside of Greece is not scheduled and the main production base of the Company in Greece will remain unchanged and will be reinforced.
15. If, following the completion of the Tender Offer, the Offeror holds Shares representing at least 90% of the Company’s total voting rights, the Offeror, acting pursuant to article 28 of the Law, will undertake to acquire through ATHEX all Shares which will be offered to it for a period of three (3) months from the publication of the results of the Tender Offer, by offering a cash consideration equal to the Offer Price, (“Sell-out Right”).The Offeror will announce the Sell-out Right at the same time with the Publication of the results of the Tender Offer.
16. Eurobank Ergasias S.A. is acting as the Offeror’s advisor for the purposes of the Tender Offer, pursuant to article12 of the Law. Eurobank Ergasias S.A. is a greek credit institution with General Commercial Registry Number 000223001000, having its registered seat in the Municipality of Athens (Othonos 8 Str, P.C.: 10557) and is entitled, inter alia, to provide in Greece, the investment services defined in article 4 paragraph 1 indent (f) and (g) of the Law 3606/2007, as in force.
The present announcement, the Information Memorandum and any other document or announcement relating to this Tender Offer is addressed exclusively to persons, who may lawfully accept it. Share offers will not be accepted by or on behalf of the Shareholders in any jurisdiction where such an offer, attracting or disposal may be illegal. The distribution of the present announcement, the Information Memorandum or of any other document or announcement relating to this Tender Offer may be restricted in certain countries by the law or the regulations. Consequently, persons, who will receive the present document, the Information Memorandum or any other document or announcement relating to this Tender Offer shall be informed and comply with these restrictions and shall not distribute or forward such documents, announcements and/or contacts to third persons. As permitted by the legislation currently in force, the Offeror and Eurobank Ergasias S.A. disclaim any responsibility for the violation of the aforementioned restrictions by any person.