29 October 2009
CRH response to Press Release issued on 28 October 2009 by Semapa SGPS, S.A.
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 |
|