Sodim Discloses Announcement And Prospectus For The Launch Of A Tender Offer For The Acquisition Of The Shares Of Semapa

LISBON, April 27, 2021 /PRNewswire/ -- Following the registration of the Offer by the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários, the "CMVM"), SODIM, SGPS, S.A. announced today the launch announcement and prospectus of the general and voluntary tender offer for the acquisition of all the shares representing the share capital of Semapa – Sociedade de Investimento e Gestão, SGPS, S.A., that are not held by Sodim directly nor by Cimo - Gestão de Participações, SGPS, S.A., its wholly owned subsidiary.

The tender offer was preliminarily announced on 18 February 2021, and the preliminary announcement was amended and republished on 6 April 2021 to reflect the increase of the consideration offered in the offer.

The Offer period will have a duration of 4 weeks, between 8.30 am on 27 April 2021 to 3.00 pm on 25 May 2021, and the corresponding selling orders can be received up until the end of this period.

The acceptance of the Offer by its addressees is subject to compliance with the relevant legal and regulatory requirements, including those set out in foreign law to which the addressees of the Offer may be subject.

Holders of Shares that accept the Offer are entitled to revoke their acceptance declarations through a written notification addressed to the financial intermediary that has received such declarations at any time up to 5 calendar (five) days prior to term of the Offer period, i.e. until 3.00 pm on 20 May 2021.

The Launch Announcement and the Prospectus of the Offer were made available to the public in the official website of CMVM at www.cmvm.pt and also on the website of Semapa at www.semapa.pt and the website of Sodim at www.sodim.pt. This press release does not replace the reading of the prospectus available on these websites.

Following the revision of the offered consideration announced on 6 April 2021, the Offer will consist of a cash consideration of € 12.17 (twelve euros and seventeen cents) for each Share, deducting any (gross) amount that is attributed to each Share, whether as dividend, advance for account of profit, distribution of reserves or other; such deduction to be made from the moment when the right to the relevant amount has been detached from the shares if the detachment occurs prior to the financial settlement of the Offer, the amount to be paid being rounded up to the second decimal place.

The consideration represents a premium of 28.1% in relation to the last closing price of the Shares on 18 February 2021, and of 46.5% in relation to the adjusted volume-weighted average price of the Shares on the regulated market of Euronext Lisbon during the six months prior to the Preliminary Announcement.

The abovementioned premia are significantly higher than the premia historically paid in takeover bids with a deal value above € 100 million concluded in Portugal since 2011, as, in these historic tender offers^[1], the averages amounted to 11.1% in relation to closing price and 17.4% in relation to the average price weighted by the volume of shares in the previous six months.

At this date, Sodim holds, directly and through Cimo, 58,438,334 Shares representing 71.906% of the share capital of Semapa and 73.167% of the voting rights of Semapa.

It is a condition to the success of the Offer that Sodim comes to hold, as a consequence of the Offer, at least 90% of the voting rights of Semapa. Sodim reserved the right to, in its absolute discretion, waive the abovementioned condition of success on the day of the determination of the results of the Offer, and it will made public its decision to waive or not to waive the mentioned condition through a communication addressed to the market and published, on the same date, on the website of the CMVM (www.cmvm.pt).

In case Sodim comes to waive, under the terms provided above, the condition of success of its offer described above, Sodim will instruct Banco Comercial Português, S.A. and Caixa - Banco de Investimento, S.A., so that, during the 5 business days following the day of the assessment of the results of the offer, they seek the purchase, on behalf of Sodim, of all the shares representing Semapa's share capital that may be offered to it for that purpose, at the price, in cash, that Sodim has paid for the shares of Semapa in the context of the offer, i.e., the offered consideration deducting any (gross) amount that is attributed to each share, whether as dividend, advance for account of profit, distribution of reserves or other. The terms of these eventual acquisitions will be set out in the communication that will be addressed to the market informing about the waiver of the condition of success.

At the end of the aforementioned period for the eventual acquisitions, Sodim will disclose to the market, at the website of the CMVM (www.cmvm.pt) the result of such process and the number of shares of Semapa that are held by Sodim.

If Sodim, as a result of this Offer, comes to hold at least 90% of the voting rights of Semapa and, simultaneously, comes to acquire at least 90% of the 22,831,666 Shares of Semapa representing 28.09% of the share capital of Semapa that are the object of the Offer, it will use the potestative acquisition mechanism of the shares of Semapa that remain in the ownership of other shareholders ("squeeze-out") provided for in the Portuguese Securities Code. However, if Sodim does not acquire at least 90% of the shares that are the object of the Offer but it comes to hold at least 90% of the voting rights of Semapa, it will request the loss of public company status and delisting of Semapa and, subsequently, it will then ponder if it shall proceed to a squeeze-out of the shares of Semapa that remain in the ownership of other shareholders, under the regime provided in article 490 of the Portuguese Commercial Companies Code. In either case, Sodim reserves the right not to proceed with the potestative acquisition mechanisms if the consideration that comes to be determined for those processes is higher than the consideration paid in the Offer.

It is currently the intention of Sodim, regardless of the Offer, to continue the business activity of Semapa and of the companies controlled by it in a manner similar to what has been developed by them.

Millennium BCP and Caixa BI are acting as financial advisors and Portuguese financial intermediaries responsible for the assistance to the Offer.

DOES NOT REPLACE THE READING OF THE PROSPECTUS

The information on this press release is considered advertising for the purposes of Portuguese law and is the responsibility of Sodim, SGPS, S.A.. It does not replace the reading of the prospectus approved by the Portuguese Securities Market Commission, Comissão do Mercado de Valores Mobiliários, available at cmvm.pt and sodim.pt.

^[1]    Source: Preliminary Announcements and Prospectuses published on the website of the CMVM. The full analysis can be consulted at the prospectus of the Offer.

The following is an unofficial English translation of the Portuguese press release disclosed on this date. The original press release, written in Portuguese, is the exclusive legally binding version and the Offeror undertakes no liability for any of the statements or representations made in the English translation. In cases of inconsistencies between the Portuguese press release and the English text of the translation, the Portuguese text shall prevail.