Semapa : Notification from Sodim regarding the general and voluntary tender offer for the acquisition of ordinary shares representing the share capital of Semapa and to the terms of additional purchases of Semapa shares by Sodim
June 07, 2021 at 03:47 pm EDT
Share
SEMAPA - Sociedade de Investimento e Gestão, SGPS, S.A.
Public Limited Company
Head Office: Avenida Fontes Pereira de Melo, no. 14, 10th, Lisboa
Share Capital: 81,270,000 Euro
Corporate Person and Lisbon Companies Registry: 502593130
DISCLOSURE
PRIVILEDGED INFORMATION
Under the terms of article 248-A of the Portuguese Securities Code, Semapa - Sociedade de Investimento e Gestão, SGPS, S.A. ("Semapa") hereby informs the market of the following:
Today, Sodim, SGPS, S.A. ("Sodim"), in its capacity as offeror, delivered to Semapa, in its capacity as target company, information to the market related to the general and voluntary tender offer for the acquisition of ordinary shares representing the share capital of Semapa and to the terms of additional purchases of Semapa shares by Sodim in the regular market sessions of Euronext Lisbon regulated market between 8 and 15 June 2021. Thus, at the request of Sodim, the aforementioned information that was addressed to Semapa, and which is attached hereto, is hereby disclosed.
Lisbon, 7 June 2021
The Company Secretary,
(Rui Gouveia)
SODIM, SGPS, S.A.
Registered office: Av. Fontes Pereira de Melo, 14 - 9th floor, 1050-121 Lisbon
Share capital: 32,832,000 Euros
Registered at the CRC of Lisbon with identification number: 500.259.674
INFORMATION TO THE MARKET RELATED TO THE GENERAL AND VOLUNTARY TENDER OFFER LAUNCHED BY SODIM AND TO TERMS OF ADDITIONAL PURCHASES OF SEMAPA SHARES BY SODIM IN THE REGULAR MARKET SESSIONS OF EURONEXT LISBON REGULATED MARKET BETWEEN 8 AND 15 JUNE 2021
Following today's assessment on a Euronext Lisbon regulated market special session of the results of the general and voluntary tender offer for the acquisition of shares representing the share capital of Semapa - Sociedade de Investimento e Gestão, SGPS, S.A. ("Semapa") ("Offer") launched by Sodim, SGPS, S.A. ("Sodim") on 26 April 2021, Sodim, hereby informs that it, directly and indirectly, holds 66,093,765 shares representing 81.326% of the share capital and 82.752% voting rights of Semapa.
Thus, as previously announced, Sodim has resolved to waive the condition of success of the Offer, so that all orders for the sale of shares transmitted by the Shareholders to their financial intermediaries in the context of the Offer shall be accepted and executed.
As a result of said decision to waive the condition of success of the Offer, and in accordance with the terms of the Offer launch announcement and prospectus, Sodim informs that it has transmitted to Banco Comercial Português, S.A. an irrevocable purchase order on Euronext Lisbon's regulated market to acquire, in such market, between 8 June to 15 June, both inclusive, all shares representing Semapa's share capital that may be offered for purchase, at the price, in cash, of €11.66 (eleven Euros and sixty-six cents).The Shareholders shall bear any costs inherent to the sale of their shares, notably brokerage fees, as well as taxes that arise to the seller tax position.
Sodim reminds that, with this Offer, it intends to concentrate the Group's presence in the market through its main participated company, The Navigator Company, S.A. ("Navigator") and to provide to Semapa's shareholders a liquidity event and an exit premium that is relevant in light of the market price (ref. Prospectus) also allowing the shareholders who wish to do so to reinvest in Navigator. Sodim reminds that between 2016 and 2020, Semapa's market performance presented a correlation of 0.97 with that of Navigator, which in turn presented in the same period dividend yield and liquidity levels (measured by the daily trades average volume) respectively 2.3 and 4.5 times higher than those of the Semapa share.
As such, with the context provided above, the Shareholders who intend to sell their Semapa shares at the price of €11.66 (eleven Euros and sixty-six cents), will benefit from this additional and extraordinary liquidity event, having the ability to transmit sale orders to their financial intermediaries to be executed between 8 and 15 June, both inclusive.
Semapa - Sociedade de Investimento e Gestão SGPS SA published this content on 07 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 June 2021 19:46:01 UTC.
Semapa is a diversified group organized around 3 sectors of activity:
- production of paper and pulp (78.9% of net sales);
- production of cement and building materials (19.3%): primarily cement and clinker, aggregates, mortar and ready-to-use concrete;
- environmental services (1.8%).
Net sales are distributed geographically as follows: Portugal (24.5%), Europe (43.8%), Americas (14.1%), Africa (12.1%) and Asia (5.5%).
Semapa : Notification from Sodim regarding the general and voluntary tender offer for the acquisition of ordinary shares representing the share capital of Semapa and to the terms of additional purchases of Semapa shares by Sodim
SEMAPA 
