CRH response to Press Release issued on 28 October 2009 by Semapa SGPS, S.A.
29 October 2009
The following is the text of a press release issued by Semapa last night in relation to its Joint Venture with CRH in Secil.
“Under the terms and for the purposes of Article 248 of the Securities Code, SEMAPA hereby discloses that, insofar as it understands that the conditions required for this purpose under the terms of the shareholders’ agreement concluded with CRH plc, in relation to its subsidiary SECIL - Companhia Portuguesa de Cal e Cimento, S.A. are met, it has initiated a set of procedures with a view to a valuation of SECIL and to the possible exercise of a right of option to purchase all the shares representing the share capital of SECIL held by CRH, for a price calculated on the basis of such valuation. CRH has notified SEMAPA that it will contest the said procedures through arbitration in accordance with the terms of the shareholders agreement.
At the present date, SEMAPA holds, directly and indirectly, 49.67%* of the share capital of SECIL and 51% of the corresponding voting rights and CRH holds, directly and indirectly, 45.126% of the respective share capital and 49% of the voting rights.
Any decision on the exercise of the said right of option to purchase can only be taken after conclusion of the valuation process referred to above.”
* Note that this figure should read 46.97%. 7.9% of the SECIL equity is held as Treasury stock.
It is not accepted by CRH that the conditions in the Shareholders Agreement entitling Semapa to initiate the evaluation procedures or to exercise a call option have arisen.
The matter will be referred by CRH to the International Chamber of Commerce in Paris for arbitration. CRH has confidence in the arbitration process and believes that its position will be vindicated.
Secil is a major Portuguese manufacturer of cement and ready mixed concrete. Secil also has cement and ready mixed concrete operations in Tunisia and Lebanon and cement operations in Angola.
CRH acquired a 49% shareholding with joint management control in Secil in June 2004 for a total consideration (including share of net debt) of €429m.
Contact CRH at Dublin 404 1000 (+353 1 404 1000)
|Myles Lee ||Chief Executive |
|Albert Manifold ||Chief Operating Officer |
|Glenn Culpepper ||Finance Director |
|Éimear O'Flynn ||Head of Investor Relations |
|Maeve Carton ||Group Controller |