The extraordinary general meeting of RHI AG today approved the spin-off of all significant assets of RHI AG to its wholly-owned Austrian subsidiary RHI Feuerfest GmbH and the subsequent cross-border merger of RHI AG with its wholly-owned Dutch subsidiary RHI-MAG N.V. with a majority of more than 99.7% of the votes cast. Completion of the acquisition by RHI-MAG N.V. of a controlling interest in Magnesita Refratários S.A. is scheduled to occur shortly after the merger has become legally effective and the ordinary shares of RHI-MAG N.V. (represented by Depositary Interests) have been admitted to listing on the Premium Listing Segment of the Official List and to trading in the Main Market of the London Stock Exchange.
The condition precedent to the share purchase agreement concluded between RHI and the controlling shareholders of Magnesita of October 5, 2016, according to which cash compensation claims of RHI AG shareholders in the context of the merger of RHI AG with RHI-MAG N.V. may not exceed EUR 70 million, has been met.
Immediately afterthe merger has become legally effective, the company name of RHI-MAG N.V. will be changed to RHI Magnesita N.V. The Board of RHI Magnesita N.V. will consist of 19 directors and will include two executive directors, the designated CEO Stefan Borgas and the designated CFO Octavio Lopes, as well as 17 non-executive directors, six of whom will be employee representatives. Seven of the remaining eleven non-executive directors will be appointed as independent directors in accordance with the UK Corporate Governance Code of the UK Financial Reporting Council. The following persons are planned for these appointments: Jim Leng (Senior Independent Director), Celia Baxter (Chair Remuneration Committee), John Ramsay (Chair Audit Committee), David Haines, Andrew Hosty, Wolfgang Ruttenstorfer and Karl Sevelda. In addition, Herbert Cordt (Chairman), David Schlaff, Stanislaus zu Sayn-Wittgenstein and Fersen Lambranho are planned to be appointed to the Board.