NHOA : Implementation of the Compulsory Buyout of the Companys Shares
Summary
2 - On 21 November 2024, Crédit Agricole Corporate and Investment Bank, acting on behalf of Taiwan Cement Europe Holdings B.V., informed the Autorité des marchés financiers of Taiwan Cement Europe Holdings B.V.s decision, in accordance with its intention expressed at the time of the aforementioned public offer, to implement a squeeze-out procedure for the NHOA shares not tendered to the said public offer, at a price of €1.253 per share, on the basis of Articles L. 433-4 II of the French Monetary and Financial Code and 237-3 I, 2° of the French General Regulation. The AMF has noted that the conditions laid down in Articles L. 433-4 II of the Monetary and Financial Code and 237-1 to 237-3 (in particular Article 237-3 I, 2°) of the General Regulation have been met, in particular: the 2,239,720 NHOA shares not tendered to the offer by minority shareholders2 represented 0.81% of this companys capital and voting rights at the close of the offer1; When examining the compliance of the proposed simplified tender offer, the Autorité des marchés financiers had before it the valuation report of the presenting bank and the report of the independent expert, which concluded that the price offered was fair in the context of a squeeze-out (see D&I 224C2193 of 5 November 2024)3; the squeeze-out includes the cash settlement proposed in the simplified tender offer, i.e. €1.25 per NHOA share, plus, if applicable, any additional consideration (see D&I 224C2193 of 5 November 2024)3. Consequently, these 25,043 NHOA shares are held by the offeror by assimilation under the provisions of article L. 233-9 I, 4° of the French Commercial Code. The price supplement, which is non-transferable, is evidenced by a financial security admitted to trading on Euroclear France. This supplement will only be distributed to shareholders who have tendered their shares to the public offer centralised by Euronext Paris or who have received compensation under the squeeze-out procedure (see in particular section 2.2 of the offerors offer document approved by the AMF under no.