It is prohibited to copy or distribute all or part of the Prospectus and to disclose its content or use the information contained herein for any purpose other than assessment of the Offer, unless the information is already publicly available in another form. Receipt by a Shareholder of the Prospectus indicates that Shareholder’s agreement with these provisions.
The Prospectus does not constitute an offer to buy or sell securities or a request for an offer to buy or sell securities (i) in any jurisdiction in which such an offer or request is not authorised or (ii) to any person to whom it is unlawful to make such an offer or request. It is the responsibility of each person in possession of the Prospectus to be aware of and to ensure compliance with any such restrictions.
No action to permit a public offer has been or will be taken in any jurisdiction outside Belgium. Neither the Prospectus, nor the Acceptance Forms, nor any advertising or other information may be publicly distributed in any jurisdiction outside Belgium where there are or would be registration, qualification or other requirements in connection with an offer to purchase or sell securities. In particular, neither the Prospectus, nor the Acceptance Forms, nor any advertising or information may be publicly distributed in the United States of America, Canada, Australia, the United Kingdom or Japan. Failure to comply with these restrictions may result in a breach of the laws or financial regulations of the United States of America or other jurisdictions, such as Canada, Australia, the United Kingdom or Japan. Sibelco expressly disclaims any liability for any violation of these restrictions by any person.
Sibelco buys back 18.93% of its own shares
During the acceptance period of its conditional voluntary public offer to buy back own shares which opened on 22 January 2024 and closed on 5 February at 4.00 p.m. CET, 102,809 shares were tendered.
The number of tendered shares which shall be bought back by Sibelco has been determined in accordance with the allocation principles set out in the prospectus relating to the offer, since the number of tendered shares is higher than the buyback capacity set out in the prospectus.
Such allocation principles involved a rounding down in relation to the tendered shares. Accordingly, the number of shares which shall be bought back by Sibelco shall amount to 88,989 shares (representing 18.93% of the outstanding shares in Sibelco).
Registered Shareholders who tendered their shares will be sent a personal letter or e-mail on 15 February 2024 with further practical details on the compensation paid by Sibelco for each share validly tendered in the framework of the offer and allocated to be bought back by Sibelco.
Shareholders holding dematerialized shares should receive similar information through the financial institution where they hold their securities account.
On 16 January 2024, the FSMA has approved the Prospectus regarding the previously announced conditional voluntary public offer to buy back own shares.
Please consult the following link for an erratum to the Dutch Prospectus.
The acceptance period of the offer starts on 22 January 2024 and ends at 4.00 p.m. CET on 5 February 2024.
How to participate in the share buyback offer:
Additional information for Extraordinary General Meeting – 12 January 2024
In view of the upcoming Extraordinary General Meeting on 12 January 2024 (EGM), and as previously announced in the Shareholder Information Document dated 8 December 2023, we would like to inform you that the additional information is now available, providing insights to assist you in making informed decisions at the EGM.
Access the additional information document here
Announcement on 8 December 2023
On 8 December, SCR-Sibelco NV announces that it intends to launch a conditional voluntary public offer to buy back own shares (the "Intended Offer"). This will allow Sibelco to stabilise its longer-term shareholding, fully focus on delivering strong results, further develop its business activities in line with the Sibelco 2025 strategy and revert to a sustainable corporate governance model.
Through the Intended Offer, Sibelco intends to offer an extraordinary liquidity event to all its shareholders. The shareholders will be given a choice to either participate in the Intended Offer by tendering their shares in the Intended Offer and to reduce their shareholding in Sibelco or to remain fully invested in Sibelco and to benefit from the potential future value creation of Sibelco.
The Intended Offer also fits within the context of a settlement agreement concluded on 8 December 2023 between the LL/Quarzwerke group (LL/QW), Sibelco, its reference shareholder and some other parties, whereby, upon buyback of own shares and payment of price, ongoing legal proceedings will be terminated and the LL/QW group will cease to be a shareholder of Sibelco.
Extraordinary General Meeting
The shareholders of the company are convened for the Extraordinary General Meeting (EGM) to be held on Friday 12 January 2024 at 2.00 pm in ‘t Kristallijn, Mol-Rauw.
Admission formalities should be completed before 5 January 2024.
Only shareholders having duly fulfilled admission formalities for these meetings will be admitted to the meetings.
- Convening Notice Extraordinary General Meeting (English - Nederlands - Français)
- Participation form and proxy with voting instructions (English - Nederlands - Français)
- Information document for shareholders (English - Nederlands - Français)
- Additional information for shareholders (published on 5 January 2024)
- Meeting Minutes
Webcast for Shareholders
In order to give insight on the above announcement and the convening of the EGM, Sibelco's Chairman Bert De Graeve and CEO Hilmar Rode have organised a webcast on Monday 11th December 2023, at 10:30 CET.
Should you have any questions, please do not hesitate to contact us at email@example.com.