Subject: Notification of significant change in voting rights pursuant to Law 3556/2007
In accordance with Law 3556/2007 and after the relevant notifications it received on 30.1.2019 from the Belgian société anonyme Titan Cement International S.A. (“TCI”) and from TCI’s founders and sole shareholders Andreas Canellopoulos, Leonidas Kanellopoulos, Nellos – Panagiotis Canellopoulos, Takis – Panagiotis Canellopoulos, Pavlos Kanellopoulos, Dimitris Papalexopoulos, Alexandra Papalexopoulou and Eleni Papalexopoulou (the "Founders"), who are also shareholders of Titan Cement Company S.A. (the “Company”), the Company announces the following:
The acceptance period of the voluntary share exchange tender offer (the “Tender Offer”) that TCI has made to acquire all ordinary and preference shares of the Company in accordance with Law 3461/2006 and the information circular dated 20 December 2018, which TCI has prepared regarding the Tender Offer, ended on 25 January 2019.
According to the results of the Tender Offer announced on 28 January 2019, the prerequisite regarding the minimum number of ordinary and preference shares of the Company which should be offered to TCI to maintain the effectiveness of the Tender Offer, was not satisfied. As a result, the Tender Offer ipso jure lapsed and the Founders ceased acting in concert among themselves and with TCI for the purposes of the Tender Offer.
Consequently, on 25 January 2019, the percentage of the voting rights in the Company held by TCI was reduced to 0% from 24.72% on 22 January 2019, while the voting rights of the Founders in the Company were changed as follows:
The percentage of the voting rights of Mr. Andreas Canellopoulos reached approximately 8.62% from approximately 24.72% on 22nd January 2019.
The percentage of the voting rights of Mr. Leonidas Kanellopoulos reached approximately 8.33% from approximately 24.72% on 22 Janaury 2019. It is noted that approximately 5.80% out of the total percentage of Mr. Leonidas Kanellopoulos, derives from his participation in a Common Investor Account with Mr. Andreas Canellopoulos, who is the primary and real beneficiary.
The percentage of the voting rights of each of the other Founders has fallen below the 5% threshold from approximately 24.72% on 22 January 2019.