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).
The compensation (the "Offer Price") granted by Sibelco for each share validly tendered in the framework of the Offer and allocated to be bought back by Sibelco, consists of the fixed component and, under certain circumstances, a variable component:
− the payment of the fixed component of the Offer Price will reflect the number of shares effectively bought back from each tendering shareholder and amount to EUR 6,850.00 per share. Such payment is scheduled to take place on 15 February 2024; and
− the variable component of the Offer Price will become due if, at any time prior to the second anniversary of the closing of the Offer, which is expected to be on 15 February 2026, Sibelco or any of its direct or indirect subsidiaries, in one or more occurrences, disposes, under certain circumstances, of all or part of their Sibelco shares or all or part of their business in high purity quartz, mined at the ore bodies in Spruce Pine, North Carolina, USA currently owned by Sibelco’s subsidiary Sibelco North America, Inc (the "HPQ Business").
There is no commitment by Sibelco or any of its direct or indirect subsidiaries that they would at any time proceed with a disposal of Sibelco shares or all or part of the HPQ Business. Accordingly, there is no guarantee that there will be a variable component to the Offer Price.