information memorandum

DRAFT INFORMATION MEMORANDUM
FOR THE MANDATORY TENDER OFFER
BY LAFARGE CEMENTOS S.A.U.
(“LAFARGE CEMENTOS” OR “THE OFFEROR”)
ADDRESSED TO
THE SHAREHOLDERS OF THE COMPANY
HERACLES GENERAL CEMENT CO (“HERACLES”)
FOR THE PURCHASE OF TOTAL OF THE ORDINARY SHARES
ISSUED BY HERACLES
FOR THE CONSIDERATION OF
€1.23 IN CASH
PER ORDINARY SHARE ISSUED BY HERACLES
THE OFFEROR‟S ADVISER:
BNP PARIBAS
AUTHORISED CREDIT INSTITUTION
FOR LODGING DECLARATIONS OF ACCEPTANCE:
EUROBANK
November 2015
The Capital Market Commission approved the contents of this Information Memorandum by
resolution of its Board of Directors dated 737/6.11.2015, in accordance with article 11 par. 4 of
law 3461/2006 “Incorporation into the law of Greece of Directive 2004/25/ΕC relating to Tender
Offers”.
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IMPORTANT NOTICE
The Tender Offer (as defined below) is addressed to the shareholders of the Greek
Société Anonyme under the trade name “HERACLES General Cement Co”
(hereinafter referred to as “HERACLES”), the shares of which are listed and quoted
for business on ATHEX, in accordance with the procedure laid down by law 3461 /
2006 “Incorporation in the law of Greece of Directive 2004/25/EC relating to Tender
Offers”, and is addressed only to those persons who are entitled to lawfully accept it.
In particular, this Tender Offer is not addressed in any way or in any form (document
or otherwise), directly or indirectly, in or into any country where, under its law, the
execution of this Tender Offer or the mailing or distribution of this Information
Memorandum is illegal or contravenes any applicable law, rule or regulation. For this
reason, the transmission, distribution, mailing or forwarding in any other way of
copies or duplicates of this Information Memorandum or of any other document
relating to this Tender Offer by any person to or from the Exempted Countries (as
defined below) is prohibited.
Persons who are nationals or residents of or domiciled in any country outside
Greece and also their representatives, custodians or trustees should read
paragraph 2.20 of this Information Memorandum.
Declarations of Acceptance (as defined below) of this Tender Offer should not be
received or solicited in the Exempted Countries or by any person who is a national or
resident of or domiciled in any Exempted Country, and the Offer Consideration (as
defined below) may not be paid to an account or sent to an address in any Exempted
Country. A Shareholder (as defined below) may not be deemed to have validly
accepted the Tender Offer, to the extent that the Shareholder has not fully completed
the Declaration of Acceptance in accordance with the terms and conditions set out
herein.
Information included in this Information Memorandum relating to HERACLESwas
taken from: (i) the annual report published by HERACLESfor the financial year
which ended on 31 December 2014 and the financial statements pertaining to the half
year which ended on June 2015 and (ii) other publicly available sources. Neither the
Offeror (as defined below) nor its Adviser (as defined below) has carried out any
independent review of the accuracy of the information.
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Information included in this Information Memorandum relating to the Offeror or the
Group was taken from: i) the annual report published by the Offeror, Holcim Ltd and
Lafarge S.A., for the financial year ended on 31 December 2014, (ii) the offer
document for the public exchange offer for the shares of Lafarge S.A. initiated by
Holcim Ltd, having received the visa number 15-226 dated 28 May 2015from the
French Autorité des Marchés Financiers and (iii) other publicly available sources.
As at the Tender Offer Date, the share capital of HERACLES is comprised of
71,082,707ordinary shares; as at that date, the Offeror held directly 63,253,403
ordinary shares representing approximately 88.99% of the HERACLES's total
ordinary shares and voting rights. The Offeror held no Shares indirectly as at the
Tender Offer Date.
This Information Memorandum includes references and estimates relating to the
Offeror‟s strategic plans, in the context of the Tender Offer. There are several factors,
such as commercial, operational, economic and financial that could cause actual
results and developments to differ materially from those expressed in or implied by
such estimates.
In any event, it is recommended that all persons lawfully receiving this Tender Offer
and this Information Memorandum should appoint their own financial, banking, legal
or tax adviser, accountant or any other independent relevant adviser of their own
choice.
3
DEFINITIONS
Unless otherwise provided in this Information Memorandum, the following terms will
have the following meanings:
Acceptance Period means the time period during which the Tender Offer can be
accepted.
Accepting Shareholder(s) means any of the Shareholders (as defined below) who
will validly accept the Tender Offer and will offer their Shares.
Adviser means BNP Paribas S.A., a company duly organised and operating under the
laws of France, with registered office at 16 Boulevard des Italiens, 75009 Paris,
France, acting as adviser of the Offeror in relation to the Tender Offer in accordance
with Article 12 of the Law.
ATHEX means the Athens Exchange (formerly known as Athens Stock Exchange).
ATHEX CSD means HERACLES under the trade name “Hellenic Central Securities
Depository Société Anonyme”, which administers the DSS.
Clearance Regulation means the clearance regulation approved by virtue of the
CMC‟s (as defined below) decision under number 6/556/08.07.2010, as it is in force
today.
CMC means the “Capital Market Commission” with registered office in Athens (1
Kolokotroni & Stadiou str.).
Declaration of Acceptance means the written declaration of acceptance which all
Shareholders who wish to accept the Tender Offer enter into, in accordance with
article 18 of the Law and submit to the Receiving Bank of the Tender Offer (as
defined below).
Declaration of Revocation means the written declaration which the Accepting
Shareholders submit to the Receiving Bank of the Tender Offer to revoke their
Declaration of Acceptance in order to accept a competing tender offer.
DSS means the Dematerialised Securities System administered by the ATHEX CSD.
DSS Operating Rules means the operating rules of the dematerialised securities
system adopted by virtue of the CMC‟s decision under number 3/304/10.06.2004, as
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such was amended by virtue of the decision under number 20/697/10.11.2014 and is
in force today.
Exempted Country means any country under the laws of which the execution of the
Tender Offer or the posting or distribution of this Information Memorandum is illegal
or contravenes any applicable law, rule or regulation.
HERACLES means the Greek Société Anonyme under the trade name “HERACLES
General Cement Co”.
HERACLES Group means HERACLES and its subsidiaries.
Information Memorandum means this document.
Information Memorandum Date meansFriday, 6 November 2015, the day on which
the Information Memorandum has been approved by the CMC.
Initial Operator means the Operator within the meaning of the Clearance Regulation,
as has been amended and currently in force, who operates the Offered Shares.
LafargeHolcim means LafargeHolcim Limited, a limited liability company operating
under the laws of Switzerland, with registered offices at Zürcherstrasse 156, 8645
Jona, Switzerland.
LafargeHolcim Group means LafargeHolcim and its affiliates and/or subsidiaries.
Law means law 3461/2006 (Government Gazette Α106/2006) “Incorporation in the
law of Greece of Directive 2004/25/ΕC relating to Tender Offers”, as currently in
force.
Offer Consideration means, €1.23, which the Offeror will pay for each Offered
Share (as defined below).
Offered Shares means the Shares of the Accepting Shareholders referred to in their
Declaration of Acceptance
Offeror or Lafarge Cementos means the Spanish limited liability company
registered under the trade name“Lafarge Cementos S.A.U.”, with registered offices at
Road C-17, Km 2,947 in Montcada I Reixac, Barcelona, Spain.
Persons Acting in Concert with the Offeror under Art. 2 (e) L. 3461/2006 means
LafargeHolcim, Lafarge S.A., Société Financière Immobilière et Mobilière
5
(SOFIMO), as well as all the companies controlled by LafargeHolcim as set out in the
Appendix of the Information Memorandum.
Apart from the above, there are no other natural persons or legal entities acting in
concert with the Offeror within the meaning of the Law.
Receiving Bank of the Tender Offer means Eurobank (as established in Greece),
acting pursuant to the provisions of article 18 paragraph 1 of the Law, which has been
appointed by the Offeror.
Shares means any and all (depending on the context) ordinary shares of
HERACLESeach of nominal value €1.70, together with all existing and future rights,
claims or demands attaching to the ordinary shares which in accordance with the
Articles of Association of HERACLES and the law are incorporated or included in or
are connected with or arise from the sold shares and which are free and clear from any
encumbrance in rem or contractual encumbrance or any third party right, restriction,
claim, usufruct, charge or other right or lien.
Shareholders means the absolute, unencumbered, exclusive and undisputed owners
of the Tender Offer Shares.
Shareholders outside Greece means Shareholders who are residents of or domiciled
in a country outside Greece.
Shares Account means the shares account on the DSS as defined in the DSS
Operating Rules.
Tender Offer means this mandatory tender offer made by the Offeror to the
Shareholders, in accordance with the Law.
Tender Offer Date means 30 July 2015, the day that the Offeror submitted to the
CMC and announced the Tender Offer, in accordance with article 10 of the Law.
Tender Offer Shares means the Shares which are not owned directly or indirectly by
the Offeror at the Tender Offer Date, i.e. 7,829,304 shares of HERACLES.
Transferred Shares means the Offered Shares transferred to the Offeror through an
off-exchange transfer under the Tender Offer.
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CERTIFICATE BY THE PERSONS RESPONSIBLE FOR PREPARING THE
INFORMATION MEMORANDUM
In accordance with article 11 paragraph 1(e) of the Law, Mr Isidoro Miranda
Fernandez, General Manager and President of the Board, and Mr Rafael Robledo
Zubeldia, Financial Director and Member of the Board, in their capacity as
representatives of the Offeror acting on its instructions, and as the persons responsible
for preparing the Information Memorandum, certify that this Information
Memorandum is complete and accurate without any omissions which could render its
contents or the purpose of the Tender Offer misleading.
For
Lafarge Cementos
Isidoro Miranda Fernandez
Rafael Robledo Zubeldia
General Manager and Chairman
of the Board of Directors
Financial Director and Member
of the Board of Directors
CERTIFICATE BY THE ADVISER
In accordance with article 12 paragraphs 1 and 2 of the Law, BNP Paribas S.A., a
credit institution incorporated and existing under the law of France, with registered
office at16 Boulevard des Italiens, 75009 Paris, France, countersigns this Information
Memorandum and certifies that following its appropriate due diligence, the content of
the Information Memorandum is accurate.
For
BNP Paribas S.A.
Arnaud Jossien
George Pitaoulis
Director, Corporate Finance
Managing Director, Financial Institutions
Group
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TABLE OF CONTENTS
1.
SUMMARY OF THE INFORMATION MEMORANDUM ................................................. 9
1.1
Tender Offer .......................................................................................................................... 9
1.2
The Offeror .......................................................................................................................... 11
1.3
The HERACLES company................................................................................................. 11
1.4
The Offeror’s strategy regarding HERACLES’ .............................................................. 12
1.5
The Shares being the subject of the Tender Offer............................................................ 13
1.6
The Offer Consideration .................................................................................................... 13
1.7
Tender Offer Procedure ..................................................................................................... 15
1.8
The binding nature of the Tender Offer ........................................................................... 15
1.9
The Offeror’s Adviser ......................................................................................................... 16
2.
TENDER OFFER FOR THE ACQUISITION OF THE SHARES OF HERACLES ....... 16
2.1
Introduction ......................................................................................................................... 16
2.2
The HERACLES company................................................................................................. 19
2.3
The Offeror .......................................................................................................................... 25
2.4
The Offeror’s strategy regarding HERACLES ................................................................ 36
2.5
The Offeror’s Adviser ......................................................................................................... 40
2.6
Authorised Credit Institution for lodging Declarations of Acceptance .......................... 40
2.7
Persons responsible for preparing the Information Memorandum ............................... 41
2.8
Confirmation by BNP Paribas ........................................................................................... 41
2.9
The Shares being the subject of the Tender Offer............................................................ 42
2.10
Shares already held by the Offeror ................................................................................... 42
2.11
Maximum number of Shares which the Offeror is required to acquire ......................... 42
2.12
The Offer Consideration .................................................................................................... 42
2.13
Information concerning the financing of the Tender Offer ............................................. 44
2.14
Conditions precedent .......................................................................................................... 44
2.15
Acceptance Period ............................................................................................................... 44
2.16
Declarations of Acceptance – Procedure for lodging of Declarations of Acceptance –
Non-revocability of Declaration of Acceptance .............................................................................. 45
2.17
Publication of the results of the Tender Offer .................................................................. 47
2.18
Procedure for the payment of the Offer Consideration – Procedure for the transfer of
the Offered Shares – Transfer of Shares that will not be transferred ......................................... 47
2.19
Information relating to recent dealings in the Shares ...................................................... 49
2.20
Shareholders outside Greece .............................................................................................. 49
2.21
Applicable law and jurisdiction ......................................................................................... 51
3. STATEMENT OF THE OFFEROR’S ADVISER .................................................................... 51
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1.
SUMMARY OF THE INFORMATION MEMORANDUM
This summary includes sections of this Information Memorandum and should only be
read in conjunction with the full text of this Information Memorandum.
1.1
Tender Offer
Following its extraordinary shareholders meeting on 8 May 2015, Holcim Ltd filed on
11 May 2015 a public exchange offer on Lafarge S.A. shares. The public exchange
offer received clearance on 28 May 2015 from the Autorité des Marchés Financiers.
The public exchange offer was launched subsequently on 1st June 2015, ending on 3
July 2015, with terms of the offer entailing 9 newly issued Holcim Ltd shares for 10
Lafarge S.A. shares. Following the completion of the public exchange offer of Holcim
Ltd for the shares of Lafarge S.A., Holcim Ltd acquired on 10 July 2015 87.46% of
the share capital of Lafarge S.A., which was until that date the ultimate parent
undertaking of HERACLES. On the same date Holcim Ltd changed its corporate
name to LafargeHolcim Ltd. Thus, LafargeHolcim Ltd. became on 10 July 2015 the
controlling shareholder of Lafarge S.A. and indirect holder of 63,253,403 shares and
88.99% of total voting rights in HERACLES, and as a result became the ultimate
parent undertaking of HERACLES. The direct participation of Lafarge Cementos
S.A.U. and the indirect holdings of the companies Lafarge S.A. and Société
Financière Immobilière et Mobilière SOFIMO through Lafarge Cementos S.A.U. in
HERACLES have not changed. More specifically, Lafarge Cementos S.A.U.
continues to hold directly 63,253,403 shares in HERACLES which correspond to
88.99% of the total voting rights in HERACLES. Lafarge S.A. continues to be the
sole shareholder and parent undertaking of Société Financière Immobilière et
Mobilière SOFIMO, which in turn continues to be the sole shareholder and parent
undertaking of Lafarge Cementos S.A.U. The public exchange offer was reopened
from 15 July until 28 July 2015 and as a result, LafargeHolcim Ltd acquired 96.41%
of Lafarge S.A.. LafargeHolcim Ltd will ultimately own 100% of Lafarge S.A.
following a squeeze-out process approved by the Autorité des Marchés Financiers on
28 September 2015 and to be completed on 23 October 2015.
The chain of indirect control of the Offeror by LafargeHolcim is presented in diagram
format in paragraph 2.3.1 of the Information Memorandum. It is clarified that the
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Offeror belongs to the LafargeHolcim group of companies and submits the present
Tender Offer as a result of the respective obligation arisen on the ultimate parent
undertaking, LafargeHolcim, which acts in concert with the Offeror.
As a result to the above change in the ultimate indirect control of HERACLES, which
triggered the obligation to submit a mandatory tender offer pursuant to Article 7 of the
Law, the Offeror initiated the Tender Offer process on the Tender Offer Date,
informing the CMC and HERACLES‟s Board of Directors and submitting to the said
bodies the draft Prospectus, pursuant to Article 10 of the Law.
In accordance with the Law and the terms set out in this Information Memorandum,
the Offeror addresses the Tender Offer to those countries to which it can be addressed
and to those Shareholders, which can lawfully accept it, of HERACLES under the
trade name “HERACLES General Cement Co”, with registered office at 19.3km
Markopoulou Avenue, 19002 Paiania – Attica, which is a Greek company registered
with the General Commercial Registry under number 224201000 the shares of which
are listed and quoted on ATHEX.
The Tender Offer is subject to the Law and the conditions set out in this Information
Memorandum.
As at the Tender Offer Date, the share capital of HERACLES is divided into
71,082,707 Shares of nominal value of €1.70 each; as at that date, the Offeror held
directly 63,253,403 Shares, representing 88.99% of HERACLES's total Shares
representing in total 88.99% of HERACLES‟s capital. The Offeror held no Shares
indirectly as at the Tender Offer Date.
The Tender Offer concerns all the Tender Offer Shares. The Offeror undertakes to
acquire all the Offered Shares. As at the Date of the Tender Offer, the Tender Offer
Shares amounted to 7,829,304 Shares representing 11.01% of HERACLES‟s total
share capital. The Offeror intends to acquire all the Tender Offer Shares together with
all present and future rights deriving therefrom, to the extent that the Tender Offer
Shares are free and clear from any encumbrance in rem or contractual encumbrance or
any third party right, restriction, claim, usufruct, or other right or lien.
The Adviser, which does not "act in concert" (as defined in Article 2(e) of the Law)
with the Offeror, does not intend to act on behalf of, for the benefit of or otherwise in
co-operation with the Offeror in the purchase of Offered Shares from the Tender Offer
10
Date until the end of the Acceptance Period, though it may provide to the Offeror the
investment services of receipt, transmission and execution of orders in relation to
purchases of Offered Shares by the Offeror. The Adviser may, however, purchase or
sell Offered Shares as a direct or indirect result of normal course of conduct third
party client facilitation activities, from the Tender Offer Date until the end of the
Acceptance Period. The Adviser has not entered into an agreement or other
arrangement with the Offeror to tender or sell to the Offeror any Shares purchased in
the context of the above activities or in connection with the exercise of the voting
rights attached thereto.
1.2
The Offeror
The Offeror, Lafarge Cementos S.A.U., is a Spanish company indirectly owned by
LafargeHolcim, specialized in the production of grey and white cement with a
capacity of 6.0 million tons per annum (“mtpa”). LafargeHolcim owns indirectly the
total shares of Lafarge Cementos S.A.U.
LafargeHolcim Group is a significant player in the building materials industry
producing cement, aggregates (crushed stone, sand and gravel), ready-mix concrete
and asphalt, and providing related services. With a presence in 90 countries, over
115,000 employees around the world, an installed capacity worldwide of 386.5mt and
more than 2,500 plants (including over 1,600 in ready mix concrete, over 600 in
aggregates, over 180 in cement, and 70 grinding plants) as of 31 December 2014,
LafargeHolcim Group serves a wide-ranged customer base with value-adding
products, innovative services and comprehensive building solutions.
The Offeror is represented for the purpose of the Tender Offer by Mr Isidoro Miranda
Fernandez, General Manager and President of the Board, and Mr Rafael Robledo
Zubeldia, Financial Director and Member of the Board.
1.3
The HERACLES company
The HERACLES company is the Greek Société Anonyme under the trade name
“HERACLES General Cement Co”, with General Commercial Registry Number
11
224201000 and Registered Office at 19.3km Markopoulou Avenue, 19002 Paiania Attica.
Founded in 1911, HERACLES has a significant presence in the cement production
industry in Greece and is actively present throughout the country with a distribution
network covering the entire Greek mainland and islands for bulk and bagged cement.
1.4
The Offeror’s strategy regarding HERACLES’
The Offeror intends to carry out its operations and activity as well as those of
HERACLES and does not intend to implement any changes in the strategic plan of
HERACLES as a result of the Tender Offer.
The Offeror‟s strategic plan is the same as the existing strategic plan of HERACLES
and is as follows:
•
Achieve operational excellence through continuous improvement to add value;
Heracles will continue to implement most advanced operating models and will seek to
deliver cost leadership
•
Be the preferred partner for building and infrastructure through continuing
innovation and launch of new products or services
•
Develop business export activities and take advantage to a higher degree of on
the sea cement facilities to compensate a still low domestic market
•
Commitment to create economically and environmentally sustainable solutions
The Offeror does not intend to alter the current status of any employees and officers
thereof, HERACLES and the subsidiaries of the latter in respect of the terms of
employment or the number of employment positions as a result of the Tender Offer, to
the extent the current market conditions do not substantially change. Furthermore, the
Offeror does not plan to transfer the registered seat of HERACLES or its subsidiaries
outside of Greece.
If, following the completion of the Tender Offer, the Offeror holds shares
representing in aggregate at least 90% of the total voting rights of HERACLES, the
Offeror will exercise its squeeze-out right i.e., it will require the transfer to it of all
12
remaining Shares of HERACLES, in accordance with article 27 of the Law
(“Squeeze-out Right”) in accordance with the decision 1/644/22.04.2013 of the Board
of Directors of the CMC. The Squeeze-out Right may be exercised within three
months from the end of the Acceptance Period. The consideration per share to acquire
the remaining Shares shall be payable in cash and shall be equal to the Offer
Consideration. To exercise such right, a relevant request must be submitted to the
CMC and at the same time communicated to HERACLES, which is obliged to publish
it the following business day.
Should the Offeror acquire shares representing at least 90% of the total voting rights
of HERACLES and accordingly proceed with the squeeze-out, it will pursue the
delisting of HERACLES's Shares from ATHEX. In case the requirements of article 27
of the Law are not fulfilled and therefore, the Offeror is not entitled to the exercise of
the Squeeze-Out Right, the Offeror will not pursue any action towards the delisting of
the shares from ATHEX.
1.5
The Shares being the subject of the Tender Offer
The Shares are all common registered shares of nominal value of €1.70 each. All
Shares are traded on ATHEX. The Shares of HERACLES are ordinary nominal shares
with voting rights.
The Tender Offer concerns the Tender Offer Shares. The Offeror undertakes to
acquire all the Offered Shares. The Offeror intends to acquire all the Tender Offer
Shares together with all present and future rights deriving therefrom, to the extent that
the Tender Offer Shares are free and clear from any encumbrance in rem or
contractual encumbrance or any third party right, restriction, claim, usufruct, or other
right or lien.
1.6
The Offer Consideration
In accordance with the Tender Offer, the Offeror offers to pay for each Offered Share
under the Tender Offer, in relation to which the Tender Offer has been validly
accepted, €1.23 in cash per Offered Share, which amounts to the average weighted
trading price of the Shares of HERACLES during the last six (6) months prior to the
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date on which the Offeror was obliged to submit the Tender Offer, i.e. before 10 July
2015.
The Offer Consideration constitutes a “fair and reasonable consideration” in
accordance with article 9 paragraph 4 of the Law. The "fair and reasonable"
consideration, as described in Article 9(4) of the Law is as follows:
(a)
The average weighted trading price of the Shares of HERACLES during the
last six (6) months prior to the date on which the Offeror was obliged to
submit the Tender Offer, i.e. on 10 July 2015.
(b)
The maximum price at which the Offeror or any of the Persons acting in
concert with the Offeror or on behalf of the Offeror acquired Shares in
HERACLES during the twelve (12) months prior to the date on which the
Offeror was obliged to submit the Tender Offer, i.e. on 10 July 2015.
In this Tender Offer:
(a)
As arises from the official data of the ATHEX, the average weighted trading
price of HERACLES' Shares during the last six (6) months prior to the date
on which the Offeror was obliged to submit the Tender Offer is €1.23. It is
noted that for the calculation of the above average weighted trading price of
the Shares of HERACLES, the data taken into consideration includes all
available data until 26 June 2015, given that between 29 June 2015 and 10
July 2015 the ATHEX market remained closed.
(b)
Neither the Offeror nor any Person Acting in Concert with the Offeror or on
behalf of the Offeror has acquired Shares in HERACLES during the twelve
(12) months prior to the date on which the Offeror was obliged to submit the
Tender Offer.
Accordingly, the Offer Consideration satisfies the requirements of Article 9 para. 4 of
the Law.
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1.7
Tender Offer Procedure
In accordance with article 7 par. 1 and 10 paragraph 1 of the Law, the Offeror
commenced the Tender Offer procedure by informing the CMC and the Board of
Directors of HERACLES in writing on30 July 2015 and also by announcing the
Tender Offer on 31 July 2015 on the website and the Daily Index Price of ATHEX
and on the Offeror‟s website in accordance with article 16 paragraph 1 of the Law as
well as on the website of HERACLES.
The CMC approved this Information Memorandum, in accordance with article 11
paragraph 4 of the Law on Friday, 6 November 2015.
The Acceptance Period of the Tender Offer will commence on Wednesday, 11
November 2015 and end onFriday, 11 December 2015. The Offeror has appointed
Eurobank (as established in Greece) as the Receiving Bank for the receipt of the
Declarations of Acceptance and for the administration of the Tender Offer, as
provided by article 18 paragraph 1 of the Law. Shareholders wishing to accept the
Tender Offer must follow the procedure described in paragraph 2.16 of this
Information Memorandum.
According to article 23 of the Law, the results of the Tender Offer will be published
within two (2) working days from the end of the Acceptance Period, in accordance
with article 16 paragraph 1 of the Law and will be notified to the employees‟
representatives or if they do not exist to the employees directly.
The transfer of the Offered Shares by the Accepting Shareholders will take place off
market in accordance with Article 46 of the DSS Operating Rules, as in force, and
will be registered in the records of the DSS on the [second (2nd)] working day
following the date of submission of the necessary documents with the ATHEX CSD
by the Receiving Bank, against payment of the Offer Consideration as detailed in
paragraph 2.18 of this Information Memorandum.
1.8
The binding nature of the Tender Offer
Under the conditions of this Information Memorandum and subject to the provisions
of the Law, the Tender Offer is binding on the Offeror, and each Declaration of
Acceptance is binding on the Accepting Shareholder submitting the Declaration of
15
Acceptance, subject to, in the latter case, article 26 of the Law in which case the
provisions of paragraph 2.16 of this Information Memorandum will apply.
1.9
The Offeror’s Adviser
BNP Paribas S.A. acts, in accordance with article 12 of the Law, as the Offeror‟s
adviser for the purpose of the Tender Offer.
2.
TENDER OFFER FOR THE ACQUISITION OF THE SHARES OF
HERACLES
2.1
Introduction
Following its extraordinary shareholders meeting on 8 May 2015, Holcim Ltd filed on
11 May 2015 a public exchange offer on Lafarge S.A. shares. The public exchange
offer received clearance on 28 May 2015 from the Autorité des Marchés Financiers.
The public exchange offer was launched subsequently on 1st June 2015, ending on 3
July 2015, with terms of the offer entailing 9 newly issued Holcim Ltd shares for 10
Lafarge S.A. shares. Following the completion of the public exchange offer of Holcim
Ltd for the shares of Lafarge S.A., Holcim Ltd acquired on 10 July 2015 87.46% of
the share capital of Lafarge S.A., which was until that date the ultimate parent
undertaking of HERACLES. On the same date Holcim Ltd changed its corporate
name to LafargeHolcim Ltd. Thus, LafargeHolcim Ltd. became on 10 July 2015 the
controlling shareholder of Lafarge S.A. and indirect holder of 63,253,403 shares and
88.99% of total voting rights in HERACLES, and as a result became the ultimate
parent undertaking of HERACLES. The direct participation of Lafarge Cementos
S.A.U. and the indirect holdings of the companies Lafarge S.A. and Société
Financière Immobilière et Mobilière (SOFIMO) through Lafarge Cementos S.A.U. in
HERACLES have not changed. More specifically, Lafarge Cementos S.A.U.
continues to hold directly 63,253,403 shares in HERACLES which correspond to
88.99% of the total voting rights in HERACLES. Lafarge S.A. continues to be the
sole shareholder and parent undertaking of Société Financière Immobilière et
Mobilière SOFIMO, which in turn continues to be the sole shareholder and parent
16
undertaking of Lafarge Cementos S.A.U. The public exchange offer was reopened
from 15 July until 28 July 2015 and as a result, LafargeHolcim Ltd acquired 96.41%
of Lafarge S.A.. LafargeHolcim Ltd will ultimately own 100% of Lafarge S.A.
following a squeeze-out process approved by the Autorité des Marchés Financiers on
28 September 2015 and to be completed on 23 October 2015.
The chain of indirect control of the Offeror by LafargeHolcim is presented in diagram
format in paragraph 2.3.1 of the Information Memorandum. It is clarified that the
Offeror belongs to the LafargeHolcim group of companies and submits the present
Tender Offer as a result of the respective obligation arisen on the ultimate parent
undertaking, LafargeHolcim, which acts in concert with the Offeror.
As a result to the above change in the ultimate indirect control of HERACLES, which
triggered the obligation to submit a mandatory tender offer pursuant to Article 7 of the
Law, the Offeror initiated the Tender Offer process on the Tender Offer Date,
informing the CMC and HERACLES' Board of Directors and submitting to the said
bodies the draft Prospectus, pursuant to Article 10 of the Law.
The Tender Offer was announced with a press release on the website and on the Daily
Official List of the ATHEX on 31 July 2015 and also on the Offeror‟s website in
accordance with article 16 paragraph 1 of the Law as well as on the website of
HERACLES. For the purpose of this Tender Offer, the Offeror has appointed i) BNP
Paribas S.A., as financial adviser in accordance with article 12 paragraph1 of the Law
and ii) Eurobank as Receiving Bank, the authorised credit institution for the receipt of
the Declarations of Acceptance and for the administration of the Tender Offer, as
provided in article 18 of the Law. The Tender Offer is made in accordance with the
terms of the Law and on the basis of the conditions contained in this Information
Memorandum.
The Offeror does not intend to acquire further Shares in HERACLES, through the
ATHEX or otherwise, during the period from publication of the submission of the
Tender Offer until the end of the Acceptance Period.
The CMC approved this Information Memorandum in accordance with article 11
paragraph 4 of the Law on Friday, 6 November 2015. Copies of this Information
Memorandum are available for free in printable form at any branch of Eurobank and
at the offices of the Offeror, located at Road C-17, Km 2,947 in Montcada I Reixac,
17
as
well
as
in
electronic
(http://www.lafarge.com.es/)
form
on
the
webpage
and
of
the
the
Offeror
Adviser
(http://securities.bnpparibas.com/contact-us/our-offices.html, then “Greece” page).
As at the Tender Offer Date, the share capital of HERACLES is comprised of seventy
one million eighty two thousand seven hundred and seven (71,082,707) shares, with a
nominal value of one euro and seventy cents (€1.70) each.
With the Tender Offer the Offeror presents its offer for the acquisition of the Tender
Offer Shares which represent 11.01% of HERACLES‟ total share capital at the
Tender Offer Date. There is no minimum number of shares which has to be accepted
in order for this Tender Offer to be valid. The Offeror undertakes to acquire all the
Offered Shares. The Offeror intends to acquire all the Tender Offer Shares together
with all present and future rights deriving therefrom, to the extent that the Tender
Offer Shares are free and clear from any encumbrance in rem or contractual
encumbrance or any third party right, restriction, claim, usufruct, or other right or lien.
If, following the completion of the Tender Offer, the Offeror holds shares
representing in aggregate at least 90% of the total voting rights of HERACLES,
a. The Offeror will exercise its squeeze-out right i.e., it will require the transfer
to it of all remaining Shares of HERACLES, in accordance with article 27 of
the
Law
(“Squeeze-out
Right”),
in
connection
with
the
decision
1/644/22.04.2013 of the Board of Directors of the CMC.
b. Any shareholders that did not accept the Tender Offer will be entitled to
exercise their sell-out right in exchange of the Offer Consideration per Share
in cash paid by the Offeror in accordance with article 28 of the Law (“Sell-out
Right”), in connection with the decision 1/409/29.12.2006 of the Board of
Directors of the CMC.
Following the completion of the Tender Offer and in case the requirements of article
27 of the Law are fulfilled and the Squeeze-Out Right is exercised, the Offeror will
pursue the delisting of the Shares of HERACLES from ATHEX in accordance with
article 17 paragraph 5 of Law 3371/2005 and, to this purpose, will convene a General
Meeting of the shareholders of HERACLES in order to resolve on the submission of a
18
relevant request by HERACLES to the CMC and vote in favour of such resolution. In
case the requirements of article 27 of the Law are not fulfilled and, as a result, the
Offeror will not be entitled to the exercise of the Squeeze-Out Right, the Offeror will
not pursue any action towards the delisting of the shares from ATHEX.
The Adviser, which does not "act in concert" (as defined in Article 2(e) of the Law)
with the Offeror, does not intend to act on behalf of, for the benefit of or otherwise in
co-operation with the Offeror in the purchase of Offered Shares from the Tender Offer
Date until the end of the Acceptance Period, though it may provide to the Offeror the
investment services of receipt, transmission and execution of orders in relation to
purchases of Offered Shares by the Offeror. The Adviser may, however, purchase or
sell Offered Shares as a direct or indirect result of normal course of conduct third
party client facilitation activities, from the Tender Offer Date until the end of the
Acceptance Period. The Adviser has not entered into an agreement or other
arrangement with the Offeror to tender or sell to the Offeror any Shares purchased in
the context of the above activities or in connection with the exercise of the voting
rights attached thereto.
2.2
The HERACLES company
The HERACLES company is the Greek Société Anonyme under the trade name
“HERACLES General Cement Co”, with General Commercial Registry Number
224201000 and Registered Office at 19.3km Markopoulou Avenue, 19002 Paiania Attica.
Founded in 1911, HERACLES has a significant presence in the cement production
industry in Greece and is actively present throughout the country with a distribution
network covering the entire Greek mainland and islands for bulk and bagged cement.
General Information
Founded in 1911, HERACLES has a significant presence (according to data from the
Hellenic Cement Industry Association) in cement production industry in Greece and is
actively present throughout the country with a distribution network covering the entire
19
Greek mainland and islands for bulk and bagged cement. Lafarge S.A. entered the
Greek cement market in 2001; the Offeror owns the majority of HERACLES‟ Shares.
As of 30 June 2015, total number of employees at HERACLES was 630, and total
number of employees for the HERACLES group was 797.
Overview of HERACLES‟ operations in Cement:
HERACLES is among the largest cement producers in Greece (according to data from
the Hellenic Cement Industry Association) and has been serving the market for more
than 100 years. HERACLES was founded in 1911 as the Industrial and Commercial
Company "General Cement Company". HERACLES produces cement in Volos and
Milaki Evoia cement plants and has six cement terminals. It manages quarries in the
vicinity of the plants and three in Milos, Yali and Altsi. HERACLES has trading
activity throughout continental and island Greece for bulk and bagged cement.
Volos plant is HERACLES‟ biggest cement plant and an important unit of
LafargeHolcim, with a cement production capacity of 3.2 million tons per year.
Located 4 kilometres away from the city of Volos, its history dates back to 1924. The
plant's proximity with the city calls for great sensitivity regarding environmental
protection and respect for the local communities. Automated processes, strict control
and production flexibility enable the production of various types of bulk and bagged
cement, such as the branded products Basis, a high-strength cement and Athlos, a
masonry and multipurpose cement.
The Milaki plant is located nearby Aliveri in South Evia. It was founded in 1982 and
is the most modern plant of HERACLES, with an annual cement production capacity
of 2.2 million tons. The production line design and the technology applied to process
control, from raw materials processing to end product, have enabled the Milaki plant
to respond to international market requirements for specific standards cement.
Overview of HERACLES‟ operations in Concrete & Aggregates:
Lafarge Beton, HERACLES‟ subsidiary, has an established presence in the Greek
aggregates and concrete sector and works to reflect and anticipate the needs of the
construction industry. HERACLES operates as Lafarge Beton in the market since
2001. It has 26 Ready-Mix plants and 10 quarries covering the entire Greek mainland
and islands for concrete and aggregates.
20
Summaryfinancial information:
According to audited financial statements published by HERACLES for the fiscal
year 2014, which are available on HERACLES‟ website (www.lafarge.gr):
HERACLES
2014
2013
Variation
Turnover
208,764
210,618
-0.9%
EBITDA
-6,231
-120,002
n.a.
Net results after
-26,372
-118,620
n.a.
Total Assets
548,275
540,270
n.a.
Total Liabilities
207,794
172,182
n.a.
Shareholders’
340,481
368,088
n.a.
2014
2013
Variation
Turnover
236,485
235,194
+0.5%
EBITDA
-13,737
-131,140
n.a
Net results after
-40,713
-136,278
n.a.
Total Assets
537,506
549,336
n.a.
Total Liabilities
266,194
235,960
n.a.
Shareholders’
271,389
313,518
n.a.
In € „000s
taxes
Equity
HERACLES
(total group)
In € „000s
taxes
Equity
21
According to financial statements published by HERACLES for the first half of 2015
and are available on HERACLES‟ website (www.lafarge.gr):
HERACLES
H1 2015
H1 2014
Variation
Turnover
107,005
110,447
-3.1%
EBITDA
15,964
-85
n.a.
-178
-10,515
n.a.
Total Assets
519,795
556,301
n.a.
Total Liabilities
178,467
199,867
n.a.
Shareholders’
341,328
356,434
n.a.
H1 2015
H1 2014
Variation
Turnover
121,690
123,470
-1.4%
EBITDA
13,150
-4,189
n.a
Net results after
-6,303
-17,542
n.a.
Total Assets
505,227
564,247
n.a.
Total Liabilites
239,109
269,669
n.a.
Shareholders’
266,219
294,726
n.a.
In € „000s
Net results after
taxes
Equity
HERACLES
(total group)
In € „000s
taxes
Equity
22
Share Capital
The share capital of HERACLES amounts to one hundred and twenty million eight
hundred and forty thousand six hundred and one euro and ninety cents
(€120,840,601.90), divided into seventy one million eighty two thousand seven
hundred and seven (71,082,707) shares, of a nominal value of one euro and seventy
cents (€1.70) each.
All shares are traded on ATHEX since 1919 and in the "Low Dispersion and Specific
Features" category since 2008. The shares of HERACLES are ordinary nominal
shares with voting rights. The Offeror is indirectly controlled, through the chain of
controlling entities presented in paragraph 2.3.1 of the Information Memorandum, by
LafargeHolcim. The Offeror holds directly 63,253,403 shares in HERACLES which
correspond to 88.99% of the total voting rights in HERACLES, according to the
information disclosed pursuant to Greek Law 3556/2007; no other shareholder
controls more than 5% of the voting rights in HERACLES as of 30 October 2015,
according to the data published on the ATHEX website
Group Structure of HERACLES
According to HERACLES‟ annual report 2014, the HERACLES Group included the
following subsidiaries as of 31 December 2014:
23
Name of subsidiary
Total
participation
Main business activity
(direct or indirect)
LAFARGE BETON S.A
100.00%
Concrete
and
aggregates
production & trade
EVIESK S.A.
100.00%
Dormant
HERACLES MARITIME CO.
100.00%
See
transports
and
ship
management
LAVA S.A.
100.00%
Building materials and aggregates
production & trade
AEGEAN TERMINALS S.A.
100.00%
Dormant
BIOMASS S.A.
51.00%
Biomass exploitation and trade
G.
HATZIKYRIAKOS
SOC.
100.00%
Under liquidation
HATZIKYRIAKOS
SOC.
100.00%
Under liquidation
DYSTOS SOC. NAV.
100.00%
Dormant
MARATHOS QUARRIES S.A.
100.00%
Under merger
PORT SAID SILO INVESMENT
100.00%
Dormant
51.00%
Dormant
NAV.
A.
NAV.
COMPANY S.A.
LEADER BETON S.A.
Composition of the HERACLES’ Board of Directors
The Board of Directors of HERACLES consists of seven members. Six are nonexecutive members, two of them independent. The Managing Director is the only
executive member.
The Board of Directors comprises of the following members:

Panagiotis (Takis) Athanasopoulos, Chairman of the Board, non-executive
member

Jean-Claude Block, Vice Chairman, non-executive member

George Michos, Managing Director, executive member
24

Jean-Charles Blatz, non-executive member

Neil Curtis, non-executive member

Andreas G. Andreopoulos, independent, non-executive member

Aristotelis (Aris) Kallipolitis, independent, non-executive member
The Board of Directors aims at the reinforcement of the long-run economic value of
HERACLES and the protection of its interest. It is responsible, among others, for the
establishment and application of the corporate governance principles to meet the
business objectives. Τhe term of duties of the abovementioned members of the Board
of Directors, according to article 11 of the Articles of Association of HERACLES, is
three years and terminates on 18.6.2018 which may be automatically extended until
the Ordinary General Assembly of the year 2018 that will decide regarding financial
year 2017.
2.3
The Offeror
2.3.1 Lafarge Cementos S.A.U.
Founded in 1901 in Montcada I Reixac (Barcelona), under the name “Compañía
General de Asfaltos y Portland Asland, S.A” (Mercantile register of Barcelona, book
33814 page 94 sheet B29129 inscription number 960), Lafarge Cementos S.A.U. is a
Spanish company specialized in the production of grey and white cement with a
cement capacity of 6.0 mtpa.It is indirectly owned by LafargeHolcim
Lafarge Cementos has 3 cement plants and one grinding station: Montcada i Reixac
plant (Barcelona) serving grey cement for the North East market; Sagunto plant
(Valencia), serving grey cement the South East market and white cement production;
Villaluenga de la Sagra plant (Toledo) together with La Parrilla grinding station
(Valladolid) serving grey cement for Central Spain market. In addition, it has 8
cement distribution points, 31 ready-mix concrete manufacturing plants, and 7
aggregates operations divided between the regions of Asturias, Catalonia, Madrid,
Valencia and Castilla-La Mancha. As of 15 October 2015 Lafarge Cementos employs
25
349 people. Lafarge Cementos has its registered office on Road C-17, Km 2,947 in
Montcada I Reixac, Barcelona and its headquarters at Calle Orense, 70 - 28020
Madrid, Spain. The Share Capital of Lafarge Cementos as of 15 October 2015
amounts to €221,065,065, divided into 73,688,355 shares.
Lafarge Cementos‟ Board of Directors comprises of the following members:

Isidoro Miranda Fernández, Chairman of the Board

Rafael Robledo Zubledia

Vidal Medié Santiago
The term of Mr. Isidoro Miranda Fernández expires on 30 May 2018.
The term of Mr. Rafael Robledo Zubledia expires on 30 May 2018.
The term of Mr. Vidal Medié Santiago expires on 30 December 2020.
Summary Financial Information:
According to the audited Financial Statements published by Lafarge Cementos for the
fiscal year 2014, which are available at the Commercial Registry of Barcelona
(https://www.registromercantilbcn.es):
Lafarge Cementos
2014
2013
Turnover
115,827
112,863
Net results after taxes
197,410
126,907
1,901,925
2,385,004
356,233
785,501
1,558,436
1,609,991
In € „000s
Total Assets
Total Liabilities
Shareholders’ Equity
26
Lafarge Cementos owns Shares representing 88.99% of HERACLESs‟ total share
capital as of the Tender Offer Date. Companies in which Lafarge Cementos owns
50% or more, apart from HERACLES, are as follows (as of the Tender Offer Date):
Name of subsidiary
Total
participation
Location
(direct or indirect)
CEMENTOS ESFERA, S.A.
90.00%
Spain
CEMENTOS
PARRILLA,
94.05%
Spain
CATALUNYA,
50.99%
Spain
100.00%
Germany
100.00%
Portugal
100.00%
Spain
Aevek Pericles
95.68%
Greece
Castellana de Firmes, S.L.
50.00%
Spain
Lafarge Livorno Italy S.r.l.
100.00%
Italy
LAFARGE MAROC
50.00%
Morocco
Lafarge Real Estate Italy S.r.l.
100.00%
Italy
100.00%
Spain
100.00%
Spain
LA
S.A.
CIMENTS
DE
S.A.
FINLATAM
VERMÖGENSVERWALTUNGS
GMBH
LADELIS SGPS Lda
LAFARGE
ARIDOS
Y
HORMIGONES, S.A.U.
MATERIALES
DE
CONSTRUCCION
AGUILAS,
S.A.
World Trade Bulk, S.L.
The remaining companies that are otherwise affiliated with the Offeror, within the
meaning of article 42e of Law 2190/1920 are included in the Appendix I of the
Information
Memorandum.
Lafarge
Cementos
is
ultimately controlled
by
LafargeHolcim as follows:
27
LafargeHolcim
Swiss Limited Liability Company
Registered Office: Zürcherstrasse 156, 8645 Jona, Switzerland
96.41%
Lafarge S.A.
French société anonyme
Registered office: 61 rue des Belles Feuilles, 75116 Paris, France
100%
Société Financière Immobilière et Mobilière SOFIMO
French société par actions simplifiée
Registered office: 61 rue des Belles Feuilles, 75116 Paris, France
100%
Lafarge Cementos
Spanish Limited Liability Company
Registered Office: Montcada I Reixac, Avenue C-17, 2.947km
Société Financière Immobilière et Mobilière (SOFIMO), Lafarge S.A. and
LafargeHolcim as well as all the companies controlled by LafargeHolcim as set out in
Appendix I of the Information Memorandum, including the aforementioned
companies controlled by the Offeror are considered as persons acting in concert with
the Offeror under Art. 2 (e) Law 3461/2006.
2.3.2 The LafargeHolcim Group
LafargeHolcim‟s shares are listed on SIX Swiss Exchange and on Euronext Paris
(LHN). It has a significant presence, at a global level, in the building materials
industry by its total turnover and international presence, producing cement, aggregates
(crushed stone, sand and gravel), ready-mix concrete and asphalt, and providing
related services. With a presence in 90 countries, over 115,000 employees around the
world, an installed capacity worldwide of 386.5mt and more than 2,500 plants
28
(including over 1,600 in ready mix concrete, over 600 in aggregates, over 180 in
cement, and 70 grinding plants) as of 31 December 2014, LafargeHolcim Group
serves a wide-ranged customer base with value-adding products, innovative services
and comprehensive building solutions. Its building products and solutions are used to
construct and renovate in the following businesses: buildings, infrastructure,
distribution, oil and gas, affordable housing, and construction systems.
Summary financial information:
According to the audited Financial Statements published by Lafarge SA for the fiscal
year 2014 and available on Lafarge‟s website (www.lafarge.com):
Lafarge SA
2014
2013
Production sold
507
506
Net income
144
462
Total Assets
28,526
29,756
Total Liabilities
14,437
15,460
Net Equity
13,652
13,789
Million €
According to the audited Financial Statements published by Holcim Ltd for the fiscal
year 2014 and available on Holcim‟s website (www.holcim.com):
Holcim Ltd
2014
2013
Total Income
695.5
1,349.1
Net income
377.3
1,064.9
Total Assets
20,423.6
20,332.0
Total Liabilities
2,651.7
2,513.9
17,771.9
17,818.1
Million CHF
Total
Shareholders’
Equity
29
LafargeHolcim expects to publish its first financial results following the completion
of the transaction, which occurred on 10 July 2015, on 25 November 2015 for the
period January-September 2015. LafargeHolcim is the holding company for the
LafargeHolcim Group; its share capital as of 15 October 2015 amounts to CHF
1,212,550,608, divided into 606,275,304 shares.LafargeHolcim Group is focused on
three activities: (i) Cement (263.0 million tons (“mt”) of cement sold in 2014, an
installed production capacity of 386.5 mtpa of cement); (ii) Aggregates (288.3mt of
aggregates sold in 2014) and (iii) Ready-mix concrete and asphalt (56.7 million m3 of
ready-mix concrete sold in 2014).
Acquisition of Lafarge S.A. by Holcim Ltd & vision of the combined group
Following the completion of the tender offer by Holcim Ltd for the shares of Lafarge
S.A., Holcim Ltd acquired on 10 July 2015 87,46% of the share capital of Lafarge
S.A. and changed its brand name to LafargeHolcim.The vision of LafargeHolcim
Group is to create the most advanced group in the building materials industry. The
combination creates the best growth platform in the industry and enables
LafargeHolcim Group to drive growth across its global, well-balanced footprint; it
delivers best-in-class operating performance and returns enhanced by synergies, and
fundamentally transforms the business. Furthermore, the combination positions
LafargeHolcim Group to meet the changing market needs by enhancing the value
proposition to meet customer demands, addressing challenges of urbanization, and
setting the benchmark on corporate social responsibility, including sustainability and
climate change mitigation.
Corporate structure of LafargeHolcim
According the Annual Report 2014 of Holcim Ltd, the principal companies of the
Holcim Ltd group of companies as of 31 December 2014 were as follows:
Company
ACC Limited
Ambuja Cements Ltd.
Voting rights
50.3%
50.4%
Location
India
India
30
Company
Holcim (Lanka) Ltd
Holcim Cement (Bangladesh) Ltd.
Holcim (Malaysia) Sdn Bhd
Holcim (Singapore) Ltd
PT Holcim Indonesia Tbk.
Holcim (Vietnam) Ltd
Holcim Philippines Inc.
Cement Australia Holdings Pty Ltd1
Holcim (Australia) Holdings Pty Ltd
Holcim (New Zealand) Ltd
Holcim Mexico S.A. de C.V.
Holcim El Salvador S.A. de C.V.
Holcim (Costa Rica) S.A.
Holcim (Nicaragua) S.A.
Holcim (Colombia) S.A.
Holcim (Ecuador) S.A.
Holcim (Brasil) S.A.
Holcim (Argentina) S.A.
Cemento Polpaico S.A.
Holcim (France) S.A.S.
Holcim (Belgique) S.A.
Holcim (España) S.A.
Holcim Trading S.A.
Aggregate Industries Ltd
Holcim (Deutschland) AG
Holcim (Süddeutschland) GmbH
Holcim (Schweiz) AG
Holcim Group Services Ltd
Holcim Technology Ltd
Holcim Gruppo (Italia) S.p.A.
Holcim (Cˇesko) a.s.
Holcim (Slovensko) a.s.
Holcim Magyarország Kft.
Holcim (Hrvatska) d.o.o.
Holcim (Serbia) d.o. .
Holcim (Romania) S.A.
Holcim (Bulgaria) AD
Holcim (Rus) OAO
Holcim (Azerbaijan) O.J.S.C.
Holcim (US) Inc.
Aggregate Industries Management Inc.
Holcim (Canada) Inc.
Holcim (Maroc) S.A.
Ciments de Guinée S.A.
Société de Ciments et Matériaux
Holcim (Liban) S.A.L.
Holcim (Outre-Mer) S.A.S.
Voting rights
98.9%
74.2%
100.0%
90.8%
80.6%
65.0%
85.8%
50.0%
100.0%
100.0%
100.0%
95.2%
60.0%
80.0%
99.8%
92.2%
99.9%
79.6%
54.3%
100.0%
100.0%
99.9%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
99.7%
99.9%
99.9%
100.0%
99.7%
100.0%
100.0%
70.2%
100.0%
100.0%
100.0%
61.0%
59.9%
99.9%
52.1%
100.0%
Location
Sri Lanka
Bangladesh
Malaysia
Singapore
Indonesia
Vietnam
Philippines
Australia
Australia
New Zealand
Mexico
El Salvador
Costa Rica
Nicaragua
Colombia
Ecuador
Brazil
Argentina
Chile
France
Belgium
Spain
Spain
United Kingdom
Germany
Germany
Switzerland
Switzerland
Switzerland
Italy
Czech Republic
Slovakia
Hungary
Croatia
Serbia
Romania
Bulgaria
Russia
Azerbaijan
USA
USA
Canada
Morocco
Guinea
Ivory Coast
Lebanon
La Réunion
31
According the Annual Report 2014 of Lafarge S.A., the principal companies of the
Lafarge S.A. gro, as of 31 December 2014 were as follows:
Company
Lafarge Aggregates South Africa (Pty) Ltd
Lafarge Gypsum (Pty) Ltd.
Lafarge Industries South Africa (Pty) Ltd
Lafarge Ciment de M‟sila « LCM »
Lafarge Béton Algérie « LBA »
Lafarge Ciment Oggaz « LCO »
Lafarge Logistique Algérie « LLA »
Lafarge Zement Karsdorf GmBH
Lafarge Zement Wössingen GmBH
Lafarge Zementwerke GmBH
Centralbeton LTDA
Lafarge Brasil SA
Cimenteries du Cameroun
Lafarge Canada Inc.
Lafarge Halla Cement Corporation
Lafarge Cement Egypt S.A.E.
Lafarge Ready Mix S.A.E.
Lafarge Aridos y Hormigones, S.A.U.
Lafarge Cementos, S.A.U.
Lafarge Building Materials Inc.
Lafarge North America Inc.
Granulats Bourgogne Auvergne
Lafarge Bétons France
Lafarge Ciments
Lafarge Ciments Distribution
Lafarge Ciments Réunion
Lafarge Granulats France
Société des Ciments Antillais
Heracles General Cement Company S.A.
Lafarge Beton Industrial Commercial SA
Lafarge Cement Hungary Ltd.
Lafarge India PVT Limited
Lafarge Aggregates & Concrete India Private
Limited
Pt Lafarge Cement Indonesia
Bazian Cement Company Limited
United Cement Company Limited
Lafarge Company for Construction Contracting and
General Trading, Ltd.
Arabian Concrete Supply Cement
Jordan Cement Factories Company PSC
Bamburi Cement Ltd.
CMCM Perniagaan sdn bhd
Lafarge Malaysia Berhad
Lafarge Cement sdn bhd
Lafarge Concrete (Malaysia) sdn bhd
Lafarge Cement Malawi Ltd.
Voting rights
Location
72.74%
100.00%
72.74%
99.99%
99.50%
99.99%
99.50%
100.00%
100.00%
70.00%
99.75%
99.76%
54.73%
100.00%
97.10%
53.70%
100.00%
100.00%
100.00%
100.00%
100.00%
70.00%
100.00%
100.00%
100.00%
82.92%
100.00%
69.73%
88.99%
88.99%
70.00%
85.97%
85.97%
South Africa
South Africa
South Africa
Algeria
Algeria
Algeria
Algeria
Germany
Germany
Austria
Brazil
Brazil
Cameroun
Canada
South Korea
Egypt
Egypt
Spain
Spain
United States
United States
France
France
France
France
France
France
France
Greece
Greece
Hungary
India
India
100.00%
70.00%
60.00%
77.10%
Indonesia
Irak
Irak
Irak
25.64%
50.28%
58.60%
51.00%
51.00%
51.00%
47.56%
100.00%
Jordan
Jordan
Kenya
Malaysia
Malaysia
Malaysia
Malaysia
Malawi
32
Company
Lafarge (Mauritius) Cement Ltd.
Lafarge Ciment (Moldova) SA
Ashakacem Plc.
Lafarge Africa Plc. (ex Lafarge Cement Wapco
Nigeria Plc.)
Lafarge Ready-Mix Nigeria
Hima Cement Ltd.
Lafarge Pakistan Cement Limited
Lafarge Holdings (Philippines) Inc.
Lafarge Cement S.A.
Lafarge Kruszywa i Beton
Lafarge Cement a.s.
Lafarge Ciment (Romania) S.A.
OAO Lafarge Cement
Lafarge Beocinska Fabrika Cementa
Lafarge Cement Singapore Pte Ltd.
Lafarge Mahaweli Cement (Private) Limited
Cementia Trading AG
Lafarge Cement Syria
Mbeya Cement Company Limited
Klesivskiy Karier Nerudnykh Kopalyn
« Technobud »
Lafarge Cement Zambia PLC
Lafarge Cement Zimbabwe Limited
Voting rights
58.36%
95.31%
42.63%
72.74%
72.74%
71.01%
75.86%
100.00%
100.00%
100.00%
67.98%
98.56%
75.00%
100.00%
51.00%
90.00%
100.00%
98.67%
61.50%
65.00%
75.00%
76.46%
Location
Mauritius
Moldova
Nigeria
Nigeria
Nigeria
Ouganda
Pakistan
Philippins
Poland
Poland
Czech Republic
Romania
Russia
Serbia
Singapore
Sri Lanka
Switzerland
Syria
Tanzania
Ukraine
Zambia
Zimbabwe
The full list of the companies controlled by LafargeHolcim and considered as persons
acting in concert with the Offeror under Art. 2 (e) L. 3461/2006 is set out in Appendix
I of the Information Memorandum.
Management Team
The LafargeHolcim Group is managed by an Executive Committee consisting of 10
members, led by Eric Olsen, CEO of LafargeHolcim. The LafargeHolcim Group
believes that the wide industry knowledge and the international experience of its
senior management team and their ability to respond, will support the implementation
of the LafargeHolcim value creation strategy.
Board of Directors
LafargeHolcim‟s Board of Directors consists of 14 members, 13 of whom are
independent directors in compliance with the Swiss Code of Best Practice for
33
Corporate Governance. The Board members listed below were elected at the Holcim
Ltd Shareholders‟ Meeting of 8 May 2015. They have been appointed until
completion of the 2016 Annual Shareholders‟ Meeting.

Wolfgang Reitzle, Co-Chairman (Statutory Chairman)

Bruno Lafont, Co-Chairman

Beat Hess, Vice-Chairman

Bertrand Collomb

Philippe Dauman

Paul Desmarais Jr.

Oscar Fanjul

Alexander Gut

Gérard Lamarche

Adrian Loader

Nassef Sawiris

Thomas Schmidheiny

Hanne Birgitte Breinbjerg Sørensen

Dieter Spälti
Strategy
Relying on its expertise in each of its activities, the Group has established five
principal strategic initiatives:
i.
Pro-active portfolio management and disciplined capital allocation
LafargeHolcim Group intends to pro-actively manage its portfolio. The focus will be
to increase the utilization of the existing asset network, which covers all major
geographical regions. In this context, LafargeHolcim Group intends to make selective
investment or divestiture decisions, based on compelling business cases and a
34
disciplined capital allocation process. Creating opportunities for viable growth and
new business models will contribute to sustained competitiveness. LafargeHolcim
Group also seeks to leverage its business portfolio through trading, partnerships or
franchising. In parallel, LafargeHolcim Group will focus its resources on marketing
and sales, innovation and operational excellence.
ii. Serve the building needs of homebuilders and individuals
With respect to distributors and retailers, LafargeHolcim Group intends for instance to
develop marketing and customer loyalty support programs, provide advanced logistics
to reach more isolated rural and urban communities, and enable a shortening of the
distribution chain and partnerships with retail chains.
With respect to homebuilders, individuals, and other end-users, this involves the
introduction of innovative products and value-added services such as bundling or
helping affordable housing financing solutions for individuals. LafargeHolcim Group
strives to associate its brand with values such as respect for people, sustainability,
quality, reliability, ease of purchase and ease of use.
iii. Be the preferred partner for building and infrastructure
In the commercial construction segment, LafargeHolcim Group intends to work with
its customers and decision-makers (architects and designers) to reduce their
operational costs, create differentiation, and help them develop reputations, notably in
emerging markets.
In the infrastructure segment, LafargeHolcim Group seeks early involvement to
participate in the initial design phase of these complex projects and provides materials
that meet specific infrastructure challenges related to technology, acceptability,
longevity, and project delivery, from bidding to delivery and after sales.
35
iv. Achieve operational excellence through continuous improvement to create
value
To create value, LafargeHolcim Group seeks to deliver cost leadership and implement
advanced operating models across all product lines. LafargeHolcim Group intends to
capitalize on its professional teams, assets, technologies, innovation in industrial
operations and business management, and strong operating models to identify and
replicate best practices across its business in all its geographic markets.
In the short term, LafargeHolcim Group estimates that it will deliver EUR 1.4 billion
of synergies, a significant part coming from operational cost reduction.
v.
Commit to creating economically and environmentally sustainable solutions
As a leader in sustainable solutions, LafargeHolcim Group intends to create shared
value with society and seeks to develop the best possible sustainability footprint.
Examples of its sustainability objectives include: Developing innovative solutions,
such as low CO2 cement and recyclable aggregates; offering products that optimize
energy consumption of buildings throughout their lifecycle; demonstrating leadership
in environmentally sustainable and socially responsible solutions; engaging
proactively with regulatory agencies and stakeholders at all levels, applying and
promoting strict environmental and social standards for the industry; incorporating
solutions that focus on biomass use, waste and water management, robust
rehabilitation and biodiversity management at extraction sites; acting with integrity in
all dealings, promoting a culture of inclusiveness in the workplace.
2.4
The Offeror’s strategy regarding HERACLES
LafargeHolcim became on 10 July 2015 the controlling shareholder of Lafarge S.A.
and indirect holder of 63,253,403 shares and 88.99% of total voting rights in
HERACLES. The Offeror belongs to the LafargeHolcim group of companies and
submits the present Tender Offer only as a result of the above change in the ultimate
indirect control of HERACLES, which triggered the obligation to submit a mandatory
tender offer pursuant to Article 7 of the Law.
36
The Offeror intends to carry out its operations and activity as well as those of
HERACLES and does not intend to implement any changes in the strategic plan of
HERACLES, as a result of the Tender Offer.
The Offeror does not intend to alter the current status of any employees and officers
thereof, HERACLES and the subsidiaries of the latter in respect of the terms of
employment or the number of employment positions as a result of the Tender Offer, to
the extent the current market conditions do not substantially change. Furthermore, the
Offeror does not plan to transfer the registered seat of HERACLES or its subsidiaries
outside of Greece.
The strategic plan of the Offeror for HERACLES is is the same as the existing
strategic plan of HERACLES and is as follows:
(A) Achieve operational excellence through continuous improvement to create value.
Heracles will seek to deliver cost leadership and implement most advanced
operating models
(i)
Heracles will continue its efforts to reduce operating costs and will focus on
productivity, maintenance efficiency and process uniformity
(ii)
Supply chain processes and procurement will also be optimized
(B) Be the preferred partner for building and infrastructure through continuing
innovation and launch of new products or services
(i)
Innovative products intend to offer added value and sustainable competitive
advantage to Heracles‟s customers and end-users, consisting of the basis for
the differentiation of cement products
(ii)
Develop differentiating strategies and bring its products to those who sell
and use them. As an example for infrastructure projects, Heracles has
decided to build mobile plants strategically placed in the areas of the two
major infrastructure projects but in areas outside its commercial spectrum
(C) Develop export businesses and take advantage of on the sea cement facilities to
compensate a still low domestic market
(D) Commitment to create economically and environmentally sustainable solutions.
(i)
Heracles will be a leader in sustainable solutions and will seek to develop
the best possible footprint. These initiatives seek to create shared value with
37
society benefiting all stakeholders from communities to employees and to
shareholders
(ii)
HERACLES has an active role in the socio-economic development of the
communities nearby its sites, seeking to add value to local initiatives,
making use of its know-how, products, equipment, advice and expertise
The Offeror will proceed with the squeeze-out if it acquires shares representing at
least 90% of the total voting rights of HERACLES and intends, in this case to pursue
the delisting of HERACLES‟ shares from ATHEX. In case the requirements of article
27 of the Law are not fulfilled and, as a result, the Offeror will not be entitled to the
exercise of the Squeeze-Out Right, the Offeror will not pursue any action towards the
delisting of the shares from ATHEX.
It should be noted that a delisting would allow HERACLES to reduce its operating
costsby the fees associated with the listing.
2.4.1 Right of squeeze-out - Right of sell-out
If, following the end of the Acceptance Period, the Offeror holds shares representing
in aggregate at least 90% of the total voting rights of HERACLES, the Offeror will
require the transfer to it of all remaining Shares of HERACLES, in accordance with
article 27 of the Law (“Squeeze-out Right”) in accordance with the decision
1/644/22.04.2013 of the Board of Directors of the CMC. The Squeeze-out Right may
be exercised within three months from the end of the Acceptance Period. The
consideration per share to acquire the remaining Shares shall be payable in cash and
shall be equal to the Offer Consideration. To exercise such right, a relevant request
must be submitted to the CMC and at the same time communicated to HERACLES,
which is obliged to publish it the following business day.
The Offeror must submit a certificate issued by a credit institution established in
Greece or in another member state of the European Union, certifying that the Offeror
has the necessary wherewithal to pay in full the total consideration offered to exercise
the Squeeze-out Right. Provided the above requirements are satisfied, the CMC shall
issue a decision, providing for the obligation of the Offeror to pay without delay to the
Shareholders the total amount of the Offer Consideration through:
38
(a) the operators of the Securities Account (as defined in the DSS Operating Rules)
with which the Shares are registered, or
(b) a deposit with the Deposits and Loans Fund.
Upon payment of the consideration in accordance with the above, ATHEX CSD
registers the Offeror as the new holder of the Shares and communicates such
registration to HERACLES which must subsequently arrange for its publication, in
accordance with article 16 paragraph 1 of the Law.
In addition, if, following the completion of the Tender Offer, the Offeror holds,
directly and indirectly, Shares representing at least 90% of the total voting rights of
HERACLES, it is under the obligation to acquire through the exchange all Shares
which will be offered to it within a period of three (3) months from the publication of
the results of the Tender Offer, against payment in cash of the Offer Consideration, in
accordance with article 28 of the Law (“Sell-out Right”) in conjunction with the
decision 1/409/29.12.2006 of the Board of Directors of the CMC, as such was lastly
amended by virtue of the decision 1/526/20.10.2009 and is in force today.
2.4.2 Delisting from ATHEX
Following the completion of the Tender Offer and in case the requirements of article
27 of the Law are fulfilled and the Squeeze-Out Right is exercised, the Offeror will
pursue the delisting of the Shares of HERACLES from ATHEX in accordance with
article 17 paragraph 5 of Law 3371/2005 and, to this purpose, will convene a General
Meeting of the shareholders of HERACLES in order to resolve on the submission of a
relevant request by HERACLES to the CMC and vote in favour of such resolution. A
delisting would allow HERACLES to reduce operating costs by the fees associated
with the listing.
In case the requirements of article 27 of the Law are not fulfilled and, as a result, the
Offeror will not be entitled to the exercise of the Squeeze-Out Right, the Offeror will
not pursue any action towards the delisting of the shares from ATHEX.
39
2.5
The Offeror’s Adviser
BNP Paribas S.A. is acting as the Offeror‟s adviser for the Tender Offer in accordance
with article 12 of the Law. The Adviser is incorporated and registered in France with
registration number 662 042 449 RCS Paris. The Adviser‟s registered office is at 16
Boulevard des Italiens, 75009 Paris, France.
The Autorité de Contrôle Prudentiel has certified that BNP Paribas has the capacity of
a bank and provider of investment services that can undertake banking activities and
provide investment services in all Member States of the European Economic Area
including Greece. It is particularly noted that BNP Paribas is entitled to provide in
Greece the investment services referred to in Article 4 para. 1(f) and (g) of Law
3606/2007.
The Adviser does not provide any guarantee within the meaning of article 847 ff. of
the Greek Civil Code.
The Adviser countersigns this Information Memorandum and certifies that, following
appropriate due diligence, the content of this Information Memorandum is accurate.
2.6
Authorised Credit Institution for lodging Declarations of Acceptance
The Offeror has appointed Eurobank, established in Greece, as the bank responsible
for the receipt the Declarations of Acceptance and for the administration of the Tender
Offer, as provided by article 18 of the Law. The Receiving Bank is responsible for
receiving all Declarations of Acceptance, for supervising and carrying out the transfer
of the Offered Shares under the Tender Offer and for the payment of the Offer
Consideration for these shares to the Accepting Shareholders.
Shareholders wishing to obtain additional information relating to the procedure for
submission of the Declarations of Acceptance may contact their Initial Operator.
In addition, Shareholders may obtain additional information relating to the procedure
for submission of Declarations of Acceptance and copies of this Information
Memorandum from all branches of the Receiving Bank in Greece. Copies of this
Information Memorandum are available for free in printable form at a) any branch of
Eurobank and the offices of the Offeror at the address Road C-17, Km 2,947 in
Montcada I Reixac, Barcelona, Spain during the working days and hours of the entire
40
Acceptance Period, as well as b) in electronic form on the webpage of the Offeror
(http://www.lafarge.com.es/)
and
of
the
Advisor
(http://securities.bnpparibas.com/contact-us/our-offices.html, ζελίδα “Greece”).
2.7
Persons responsible for preparing the Information Memorandum
In accordance with article 11 paragraph 1(e) of the Law, the following executive
officers of the Offeror are responsible for preparing the Information Memorandum
and certify that the information included in the Information Memorandum is
complete, true and accurate and that there are no omissions which could alter its
content and influence the essence of the Tender Offer: Mr Isidoro Miranda Fernandez,
General Manager and President of the Board, and Mr Rafael Robledo Zubeldia,
Financial Director and Member of the Board.
2.8
Confirmation by BNP Paribas
BNP Paribas S.A., a credit institution incorporated and operating in France, in its
capacity as financial advisor of the Offeror in accordance with article 12 of the Law,
has certified, in accordance with article 9, paragraph 3 of the Greek Law 3461/2006
that the Offeror has the necessary means for the full payment:
a.
Of the amount of 9,630,043.92 euros, that is the amount resulting from the
product of the number of shares of the Company concerned in the Tender Offer, and
the offer consideration of 1,23 euros per share, and
b.
The total amount of the clearing fees that are imposed to the Offeror and to the
shareholders of the Company that accept the Tender Offer in favor of the “Greek
Central Securities Depository SA”, regarding the off-exchange transfer of the above
mentioned shares to the Offeror by the shareholders of the Company..
BNP Paribas S.A. does not constitute and should not in any way whatsoever be
purported to constitute a guarantee for the payment of the Offer Consideration to the
Accepting Shareholders within the meaning of article 847 ff. of the Greek Civil Code.
41
2.9
The Shares being the subject of the Tender Offer
The Shares are 71,082,707, all common registered shares of nominal value of €1.70
each. All shares are traded on ATHEX. The shares of HERACLES are ordinary
nominal shares with voting rights.
The Tender Offer concerns all the Tender Offer Shares, namely 7,829,304 common
registered shares. The Offeror undertakes to acquire all the Offered Shares that shall
be offered to it. The Offeror intends to acquire all the Tender Offer Shares together
with all present and future rights deriving therefrom, to the extent that the Tender
Offer Shares are free and clear from any encumbrance in rem or contractual
encumbrance or any third party right, restriction, claim, usufruct, or other right or lien.
2.10 Shares already held by the Offeror
As at the Tender Offer Date, the Offeror held directly 63,253,403 Shares, representing
88.99% of HERACLES' total Shares.
2.11 Maximum number of Shares which the Offeror is required to acquire
Under the terms and conditions of this Information Memorandum, the Offeror is
required to acquire all the Offered Shares, namely a maximum of 7,829,304 Shares,
which represent 11.01% of HERACLES‟ total paid-up share capital and voting rights.
2.12 The Offer Consideration
In accordance with the Tender Offer, the Offeror offers to pay for each Share under
the Tender Offer, in relation to which the Tender Offer has been validly accepted,
€1.23 in cash per Share, which amounts to the average weighted trading price of the
shares of HERACLES during the last six (6) months prior to the date on which the
Offeror was obliged to submit the Tender Offer, i.e. before 10 July 2015.
The Offer Consideration constitutes a “fair and reasonable consideration” in
accordance with article 9 paragraph 4 of the Law. The "fair and reasonable"
consideration, as described in Article 9(4) of the Law is as follows:
42
(a) The average weighted trading price of the Shares of HERACLES during the
last six (6) months prior to the date on which the Offeror was obliged to submit
the Tender Offer, i.e. on 10 July 2015.
(b) The maximum price at which the Offeror or any of the Persons acting in
concert with the Offeror or on behalf of the Offeror acquired Shares in
HERACLES during the twelve (12) months prior to the date on which the
Offeror was obliged to submit the Tender Offer, i.e. on 10 July 2015.
In this Tender Offer:
(a) As arises from the official data of the ATHEX, the average weighted trading
price of HERACLES' Shares during the last six (6) months prior to the date on
which the Offeror was obliged to submit the Tender Offer is €1.23. It is noted
that for the calculation of the above average weighted trading price of the
Shares of HERACLES, the data taken into consideration includes all available
data until 26 June 2015, given that between 29 June 2015 and 10 July 2015 the
ATHEX market remained closed.
(b) Neither the Offeror nor any Person Acting in Concert with the Offeror or on
behalf of the Offeror has acquired Shares in HERACLES during the twelve
(12) months prior to the date on which the Offeror was obliged to submit the
Tender Offer.
Accordingly, the Offer Consideration satisfies the requirements of Article 9 para. 4 of
the Law.
It is noted that the relevant tax on stock exchange transactions, which today equals to
0.20% on the value of the over the counter transaction for the transfer of the Shares to
the Offeror will be deducted from the payable Offer Consideration. The transaction
value on which the 0.20% sales tax will be applied will be the higher between the
Offer Consideration and the closing (stock exchange) price as at the date before the
date of submission of the required documents for the off-exchange transfer of the
shares to ATHEX CSD.
43
In addition to the Offer Consideration the Offeror undertakes to pay, on behalf of any
Accepting Shareholders, the clearing fees in favour of ATHEX CSD, equalling 0.08%
on the value of the Transferred Shares, which is calculated as the product of the
number of the Transferred Shares multiplied by the highest of the following prices: (i)
the Offer Consideration and (ii) the closing price of the Share at the ATHEX on the
day preceding the submission of the requisite documents of article 46 of the DSS
Operating Rules to ATHEX CSD, with minimum charge amount equal to the lowest
between €20 and the 20% of the value of the shares transferred per each Accepting
Shareholder, pursuant to article 7 of the codified decision 1 of the meeting
223/28.01.2014 of the Board of Directors of ATHEX CSD, as currently in force.
Consequently, the Accepting Shareholders will collect the Tender Offer amount per
share without the deduction of the above fees but reduced to the amount of the
aforementioned tax.
Any financial information that is announced by the Offeror pursuant to prevailing
regulatory obligations as well as any other important developments of the Offeror are
published on the Offeror‟s website.
2.13 Information concerning the financing of the Tender Offer
The Offeror intends to finance the payment of the Offer Consideration from its own
internal liquid resources.
2.14 Conditions precedent
The Tender Offer is not subject to any pre-conditions.
2.15 Acceptance Period
The Acceptance Period, during which the Shareholders may issue their Declaration of
Acceptance of the Tender Offer, commences on Wednesday, 11 November 2015and
ends on Friday, 11 December 2015. In the event that an information memorandum is
approved by the CMC with regards to a competitive offer other than this Tender Offer
and the Offeror does not revoke this Tender Offer by public notice within three (3)
44
working days after such approval, then the Acceptance Period is automatically
extended to the end of the acceptance period of the competing offer.
2.16 Declarations of Acceptance – Procedure for lodging of Declarations of
Acceptance – Non-revocability of Declaration of Acceptance
Accepting Shareholders must complete and lodge the Declaration of Acceptance
at any branch of the Receiving Bank in Greece.The Declaration of Acceptance may
be lodged personally or by representatives. If it is lodged by a representative the
relevant power of attorney authorising the representative must include clear
instructions and full details of both the Accepting Shareholder and the representative,
with the signature of the Accepting Shareholder certified as genuine by a police
department or other government authority.
Accepting Shareholders may authorise the Initial Operator of their Shares Account on
the DSS (as defined in the DSS Operating Rules), to take all the necessary steps for
the acceptance of Tender Offer on their behalf. Copies of Declaration of Acceptance
forms will be available at any working hour of any working day throughout the
Acceptance Period from the branches of the Receiving Bank. Specifically, the
procedure for Acceptance is as follows:
A) The Accepting Shareholders must first contact the Initial Operator of their Shares,
as noted on the Declaration of Acceptance, from whom they will request an up to
date printout of the Investor‟s Share Data (Merida Ependyti) with their personal
details as recorded on the DSS (DSS printout).
B) The Accepting Shareholders will instruct the Initial Operator to transfer the
quantity of Offered Shares through a Release Application, so that any requisite
actions are carried out by the Receiving Bank.
If the Offered Shares have been registered in the Special Securities Account (as
defined in the DSS Operating Rules), the Accepting Shareholder must first proceed
with the cancellation of any existing charges.
The Accepting Shareholders must present themselves at Eurobank branches for the
acceptance of the Tender Offer with the following documents:
(a) Identification card
45
(b) Up to date DSS printout from their Initial Operator, per A above
(c) A copy of the instruction of their Initial Operator, per B above, for the transfer of
the Offered Shares (Release Application) for handling by the Receiving Bank signed
by the Initial Operator.
The Accepting Shareholder is under obligation and solely responsible for the transfer
of the Offered Shares for handling by the Receiving Bank.
If the transfer of the Offered Shares is not completed by the end of the Acceptance
Period the Declaration of Acceptance is considered invalid.
At the branch where the Declaration of Acceptance is lodged, the Accepting
Shareholder will receive a copy of the Declaration of Acceptance and computer
certified proof of registration of the Declaration of Acceptance signed by the
Receiving Bank.
By duly and validly completing the above procedures within the prescribed period, the
Accepting Shareholder will be deemed to have validly accepted the Tender Offer.
The Declaration of Acceptance includes an irrevocable instruction and authorisation
from the Accepting Shareholder to the Receiving Bank to take all steps required for
the completion of the sale and transfer of the Offered Shares, or for their return to the
Initial Operator (as defined in the DSS Operating Rules) who originally transferred
the Offered Shares of the Accepting Shareholder, and who is named on the
Declaration of Acceptance, where the circumstances described in paragraph 2.18 (C)
below arise.
Declarations of Acceptance submitted in accordance with the above procedures may
not be revoked unless the Accepting Shareholder intends to accept a new competitive
offer, that is to say a tender offer approved by the CMC in accordance with article 26
of the Law, or a potential revised Offer by the Offeror in accordance with article 21 of
the Law and which will be likewise approved by the CMC. In such a case Accepting
Shareholders who have submitted Declarations of Acceptance may revoke them in
order to accept such a competing offer, lodging the Declaration of Revocation with
the Receiving Bank.
The Accepting Shareholders, who wish to be represented by their Initial Operator,
must first contact the Initial Operator of their shares, who is noted on the Declaration
46
of Acceptance, which will be submitted by the Initial Operator, and to authorise the
Initial Operator to represent them in the procedures for the acceptance of the Tender
Offer.
The Initial Operator through an authorised representative will go to the Custody
Directorate of Eurobank (Greek Market Subdivision, Corporate Actions Department,
8, Iolkou & Filikis Etairias Str., Building A, 2nd Floor, GR 142 34 Nea Ionia, Athens,
Greece; Tel: +30 2103522270 / Fax:+30 2103522522) providing all the necessary
documents (printed and soft copies) based on the relevant letter with instructions that
will be sent to custodians and operators.
To clarify, the Declaration of Acceptance will not be accepted if it comes from
persons to whom the Tender Offer cannot legally be addressed, according to
paragraph 2.20 below.
2.17 Publication of the results of the Tender Offer
The results of the Tender Offer will be published within two (2) working days of
expiry of the Acceptance Period on the website and on the Daily Official List of the
ATHEX and on the Offeror‟s website.
2.18 Procedure for the payment of the Offer Consideration – Procedure for the
transfer of the Offered Shares – Transfer of Shares that will not be transferred
Α.
Following the announcement of the results of the Tender Offer as above, and
provided that a Declaration of Revocation has not been submitted in the
meantime by an Accepting Shareholder, an agreement for the off-exchange
transfer of the Tendered Shares is being entered into between each Accepting
Shareholder, as seller, and the Offeror, as purchaser, pursuant to the terms of the
Tender Offer.
Β.
The off-exchange transfer of the Tendered Shares to the Offeror due to the
Tender Offer and the payment of the Offer Consideration will be effected as
follows:
47
(a) Within the next working day following the announcement of the results of
the Tender Offer at the latest, the Receiving Bank, acting as the
representative of each Accepting Shareholder, and the Offeror will enter
into a written agreement for the off-exchange transfer of the Tendered
Shares pursuant to article 46 of the DSS Operating Rules the Receiving
Bank will, acting in the above capacity, proceed to the necessary actions for
the submission to ATHEX CSD of the necessary documents for the
registration of the transfer of the Transferred Shares with the DSS.
(b) Off-market transfers of Transferred Shares will be registered on the DSS on
the second (2nd) working day after submission to the ATHEX CSD of all
the documents required for the transfer, in accordance with article 46 of the
DSS Operating Rules.
(c) On the same second working day, on which registration under (b) above is
completed, the Receiving Bank will pay the Offer Consideration to each of
the Accepting Shareholders, either by crediting their monetary deposits
account with the Receiving Bank, if there is one, or by crediting a deposit
account of the Accepting Shareholder in another domestic bank, or by
issuing a banking checque in the name of the Accepting Shareholder (in
cases where the payment of the Offer Consideration with the
aforementioned ways is not possible), on production of his/her identity card
or passport and a copy of the Declaration of Acceptance, and/or relevant
corporate or authorisation documents, according to the method of payment
indicated by the Accepting Shareholder in the Declaration of Acceptance.
Additionally the Receiving Bank will pay the Offer Consideration to all the
Initial Operators which have been authorised by Accepting Shareholders to
take all the necessary steps for the acceptance of Tender Offer on their
behalf.
C.
Where the Accepting Shareholder submits a Declaration of Revocation, or the
Offeror revokes the Tender Offer in the event of article 20 of the Law, the
Receiving Bank will transfer the Offered Shares to the Initial Operator (as
defined in the Clearance Regulation) appointed by the Accepting Shareholder in
48
the Declaration of Acceptance, by at the latest one (1) working day after
submission of the Declaration of Revocation by the Accepting Shareholder or
the revocation of the Tender Offer by the Offeror respectively.
The above procedure for the payment of the Offer Consideration of the Tender Offer
is in accordance with the provisions of the Legislative Act of 18 July 2015, as it has
been amended and in force, regarding the restrictions in cash withdrawals and
transfers of capital.
2.19 Information relating to recent dealings in the Shares
The Offeror and Persons Acting in Concert with the Offeror have not purchased or
sold any Share in the twelve months preceding the Tender Offer Date.
2.20 Shareholders outside Greece
The Tender Offer is addressed only to those persons to whom it can lawfully be
addressed and is made only in those countries in which it can lawfully be made.
Submission of the Tender Offer to persons who are the nationals or residents of, or
who are domiciled in, a country outside Greece, or to the representatives or the
trustees or the custodians of shares of persons outside Greece, is considered to take
place only if it complies with the laws of those countries.
Any person who may receive a copy of this Information Memorandum and / or the
Declaration of Acceptance in any country outside Greece must not consider that the
invitation or offer is addressed to him and under no circumstances can he make use of
the Declaration of Acceptance if in the corresponding country neither the above
invitation nor the offer can lawfully be submitted to this individual, or if the
Declaration of Acceptance cannot be used without breach of any relevant provisions
of law. In these circumstances the Information Memorandum and / or the Declaration
of Acceptance will be deemed as not sent.
Each person outside Greece who wishes to accept the Tender Offer is responsible for
obtaining information and for complying fully with the legal requirements in the
relevant country in relation to the Tender Offer. Any person outside Greece who has
49
any doubts concerning the system of law governing the matter must take professional
advice.
In particular, the Tender Offer must not be addressed in any way or in any form
(document or otherwise), directly or indirectly, within or to a country that constitutes
an Exempted Country or to any person connected with an Exempted Country. For this
reason the sending, distribution, posting or in any other way promotion of copies or
duplicates of this Information Memorandum or of any document or other material
relating to this Tender Offer by any person whatsoever to or from the Exempted
Countries, is prohibited.
No Declaration of Acceptance under this Tender Offer may be received by the
Exempted Countries or by any person who is a national, resident of or who is
domiciled in an Exempted Country, and the Offer Consideration cannot be paid to an
account or sent to an address in any Exempted Country. Any person may be
considered not to have validly accepted this Tender Offer to the extent that he/she has
not fully completed the Declaration of Acceptance in accordance with its terms and
conditions.
If any person promotes the Information Memorandum or any other document or
material relating to the Tender Offer within, to or from any of the Exempted Countries
or uses the postal service or any other means whatsoever of an Exempted Country,
then such person is obliged to draw the attention of the recipient to this paragraph
2.20.
The Tender Offer is not being and will not be made, directly, or indirectly, in or into,
or by use of the mails of, or by any means or instrumentality (including, without
limitation, telephone, facsimile, telex, internet or other forms of electronic
communication) of interstate or foreign commerce of, or any facility of a national
securities exchange of, any Exempted Country. The Tender Offer will not be capable
of acceptance by any such use, means, instrumentality or facility or from within any
Exempted Country. Accordingly, copies of this Information Memorandum and any
related documents are not being, and must not be, mailed, transmitted or otherwise
forwarded, distributed, or sent, in whole or in part in, into or from any Exempted
Country. Doing so may render invalid any related purported acceptance of the Tender
Offer.
50
2.21 Applicable law and jurisdiction
In submitting the Declaration of Acceptance, the person submitting accepts that the
Tender Offer, the Declaration of Acceptance, the transfer of the Shares and generally
all transactions and agreements entered into within the framework of the Tender Offer
are subject to Greek law.
For the resolution of all disputes relating to the application and interpretation of the
Tender Offer and all relevant transactions and agreements, the Courts of Athens will
have exclusive jurisdiction.
3. STATEMENT OF THE OFFEROR’S ADVISER
This Tender Offer is an offer for the payment of consideration in cash. For this reason
the viability of the Tender Offer depends on the ability of the Offeror to pay the Offer
Consideration to the Accepting Shareholders. The Offeror intends to finance the Offer
Consideration from its internal liquid resources. BNP Paribas has certified that the
Offeror has the necessary means for the payment of the Offer Consideration to the
Accepting Shareholders as well as
the total amount of the clearing fees that are imposed to the Offeror and to the
Accepting Shareholders in favor of the “Greek Central Securities Depository SA”,
regarding the off-exchange transfer of the above mentioned shares to the Offeror by
the shareholders of HERACLES. In addition, the Offeror has entered into an
agreement with Eurobank appointing it as its tender agent to ensure completion of the
Tender Offer and proper settlement of the Offer Consideration.
Subsequently we consider the Tender Offer credible, that the Offeror has taken the
necessary steps through the appointment of the Tender Agent in order to ensure that
the rights of those shareholders of HERACLES who will offer their shares are
adequately secured, that the Tender Offer will be completed seamlessly, that the
Offeror has sufficient liquidity to pay the Offer Consideration provided that no
circumstances will arise amounting to force majeure which could lead to a situation in
which the Offeror could not pay the Offer Consideration in accordance with the Law.
In this case the provisions of the Civil Code on inability to perform without fault will
51
apply. In accordance with these provisions the Shares will not be transferred to the
Offeror without the simultaneous payment of the Offer Consideration. BNP Paribas
S.A. does not constitute and should not in any way whatsoever be purported to
constitute a guarantee for the payment of the Offer Consideration to the Accepting
Shareholders within the meaning of article 847 ff. of the Greek Civil Code.
Finally, in signing this Information Memorandum the Adviser certifies that it has
taken due care to ensure that the contents of this Information Memorandum are
accurate.
THE OFFEROR
Isidoro Miranda Fernandez
General Manager and Chairman
of the Board of Directors
Rafael Robledo Zubeldia
Financial Director and Member
of the Board of Directors
THE ADVISER
Arnaud Jossien
George Pitaoulis
Director, Corporate Finance
Managing Director, Financial Institutions
Group
52
Appendix I: Companies controlled by LafargeHolcim as of the Information
Memorandum Date
Company name
Country
Ambuja Cements Ltd, India
India
MGT Cements Private Limited
India
Chemical Limes Mundwa Private Limited
India
Kakinada Cements Limited
India
Dirk India Private Limited
India
Dang Cement Industries Private Limited
India
ACC Limited, India
India
Bulk Cement Corporation (India) Ltd
India
Lucky Minmat Ltd
India
National Limestone Ltd
India
ACC Mineral Resources Ltd
India
Singhania Mineral pvt Limited
India
Holcim Services (South Asia) Ltd, India
India
Holcim (Lanka) Ltd, Sri Lanka
Sri Lanka
Mahagedara Construction Company (private) Limited
Sri Lanka
Ceylon Ambuja Cements (private) Limited
Sri Lanka
Holcim Cement (Bangladesh) Ltd, Bangladesh
Bangladesh
Holcim Services (Asia) Ltd, Thailand
Thailand
Holcim (Vietnam) Ltd., Vietnam
Vietnam
Holcim Malaysia SDN Bhd, Malaysia
Malaysia
Holcim Malaysia Marketing Sdn Bhd
Malaysia
Geocycle Malaysia Sdn Bhd
Malaysia
ISB Kuari Kota Tinngi Sdn Bhd
Malaysia
Holcim (Singapore) Pte Ltd, Singapore
Singapore
Khmer Aggregates Company Limited
Singapore
Societe Agricole De L‟Indochine
Singapore
Geocycle (Singapore) Pte Ltd
Singapore
PT Holcim Indonesia Tbk., Indonesia
Indonesia
PT Holcim Beton
Indonesia
PT Readymix Concrete Indonesia
Indonesia
PT Pendawa Lestari Perkasa
Indonesia
Cibinong International Finance Company B.V
Indonesia
Cibinong International Finance Limited
Indonesia
Holcim Philippines, Inc., Philippines
Philippines
53
Company name
Country
Holcim Philippines, Inc.
Philippines
Union Cement Holdings Corp.,Philippines
Philippines
Holcim Phils. Manufacturing Inc.
Philippines
Mabini Grinding Mills Corporation
Philippines
Holcim Philippines Business Services Center, Inc.
Philippines
Excel Concrete Logistics, Inc.
Philippines
HUBB Stores & Services, Inc.
Philippines
Calamba Aggregates Co. Inc.
Philippines
Bulkcem Phils. Inc.
Philippines
Holcim Resources and Development Corporation
Philippines
Mabini Grinding Mills Corporation
Philippines
Wellborne, Inc.
Philippines
Alsons Construction Chemical
Philippines
Holcim (Australia) Pty, Ltd Australia
Australia
Broadway & Frame Premix Concrete Pty Ltd
Australia
Minicon Pty Ltd
Australia
Excel Concrete (NSW) Pty Ltd
Australia
Excel Concrete Pty Ltd
Australia
Readymix Properties Pty Ltd
Australia
Group Share Plan Pty Ltd
Australia
Holcim (Australia) Holdings Pty Ltd
Australia
Holcim (New Zealand) Ltd, New Zealand
New Zealand
Millbrook Quarries Ltd
New Zealand
Fernhoff Limited, New Zealand
New Zealand
Holcim Mexico S.A. de C.V.
Mexico
Cementos Apasco S.A. de C.V.
Mexico
Concretos Apasco S.A. de C.V.
Mexico
Ecoltec S.A. de C.V.
Mexico
Gravasa, S.A. de C.V.
Mexico
Apacim, S.A. de C.V
Mexico
Holcim El Salvador S.A. de C.V., El Salvador
El Salvador
Geocycle El Salvador, S.A. de C.V.
El Salvador
Supercemento, S.A. de C.V.
El Salvador
Cecorta, S.A. de C.V.
El Salvador
Calichal, S.A. de C.V.
El Salvador
Chucumba, S.A. de C.V.
El Salvador
54
Company name
Country
Orlona, S.A. de C.V.
El Salvador
Tecomapa, S.A. de C.V.
El Salvador
Tempiscon, S.A. de C.V.
El Salvador
Industrial Metapaneca, S.A. de C.V.
El Salvador
Industrias Montecristo, S.A. de C.V.
El Salvador
Industrias Santa Cruz, S.A. de C.V.
El Salvador
Inversiones Guija, S.A. de C.V.
El Salvador
El Ronco, S.A. de C.V.
El Salvador
Pavimentos de Concretos, S.A. de C.V.
El Salvador
Pedrera de El Salvador, S.A. de C.V.
El Salvador
Concretera Salvadoreña, S.A. de C.V.
El Salvador
Holcim Concretos , S.A. de C.V.
El Salvador
Concretera Mixto Listo, S.A. de C.V.
El Salvador
Holcim Comercializadora, S.A. de C.V.
El Salvador
Agresal, S.A. de C.V.
El Salvador
Bolsas de Centroamerica, S.A. de C.V.
El Salvador
Holcim (Costa Rica) S.A., Costa Rica
Costa Rica
Geocycle S.A.
Costa Rica
Holcim Nicaragua S.A.
Nicaragua
Inversiones Cofradia S.A.
Nicaragua
Holcim (Colombia) S.A., Colombia
Colombia
Transcem S.A.
Colombia
Ecoprocesamiento Ltda.
Colombia
CREST Business Center LatAm
Colombia
Holcim Ecuador, S.A., Ecuador
Ecuador
Holcim Agregados S.A.
Ecuador
Construmercado S.A.
Ecuador
Ecotecno S.A.
Ecuador
Espinari S.A., Ecuador
Ecuador
Holcim (Brasil) S.A., Brasil
Brazil
Brasmix Engenharia de Concreto S.A.
Brazil
Topmix Engenharia e Telnologica de Concreto S.A.
Brazil
Cemento Polpaico S.A., Chile
Chile
Pétreos S.A.
Chile
Cía Minera Polpaico Ltda
Chile
Plantas Polpaico del Pacifico Ltd.
Chile
55
Company name
Country
Holcim Argentina
Argentina
Ecoblend S.A.
Argentina
Aggregate Industries UK Ltd, United Kingdom
Great Britain
A I Properties Limited
Great Britain
Aggregate Industries South West Ltd (Dormant)
Great Britain
Aggregate Supplies (Dormant)
Great Britain
Brooke Concrete Products Ltd Dormant)
Great Britain
Camas UK Limited (Dormant)
Great Britain
Concrete Developments Ltd (Dormant)
Great Britain
Bespoke Limited (Dormant)
Great Britain
Dynacrete Ltd (Dormant)
Great Britain
Ely Concrete Products Ltd (Dormant)
Great Britain
Middleproperty Developments Ltd (Dormant)
Great Britain
Middleproperty Farms Ltd (Dormant)
Great Britain
Fairford Concrete Ltd (Dormant)
Great Britain
Melton Concrete Products Ltd (Dormant)
Great Britain
Spancast Concrete Floors Ltd (Dormant)
Great Britain
Teeside Concrete Products Limited (Dormant)
Great Britain
Rowecast Ltd (Dormant)
Great Britain
Beever investments ltd (Dormant)
Great Britain
Newark Concrete Floors Ltd (Dormant)
Great Britain
Trafford Concrete Floors Ltd (Dormant)
Great Britain
EJS Concrete Products Limited (Dormant)
Great Britain
Halsvik Aggregates AS
Great Britain
Kendedy Asphalt Ltd (Dormant)
Great Britain
London Concrete Ltd
Great Britain
Mid Essex (Asphalt) Limited (Dormant)
Great Britain
Paragon Materials Ltd
Great Britain
Ash Solutions Ltd (Dormant)
Great Britain
Rand Road Surfacing Ltd (Dormant)
Great Britain
Restored Properties Limited (Dormant)
Great Britain
Roller Compacted Co ltd (Dormant)
Great Britain
Ronez Limited
Great Britain
E. B. Best Limited
Great Britain
Pallot Tarmac (2002) Limited
Great Britain
Trinity Joinery (2002) Limited
Great Britain
56
Company name
Country
Island Aggregates
Great Britain
SiteBatch Limited (Dormant)
Great Britain
St Machar Development Company Limited (Dormant)
Great Britain
Stoneflair Ltd (Dormant)
Great Britain
Stoneflair Northern Ltd (Dormant)
Great Britain
Stone Haul Ltd (Dormant)
Great Britain
UK Bitumen Limited (Dormant)
Great Britain
W J Ladd (Concrete Products) Ltd (Dormant)
Great Britain
Witherley Services Ltd (Dormant)
Great Britain
EJS Landscape Supplies Limited (Dormant)
Great Britain
Lytag Limited
Great Britain
Paul Hammond Holdings Ltd (Dormant)
Great Britain
Alexander Property Developments Ltd (Dormant)
Great Britain
Rail Freight Services Ltd (Dormant)
Great Britain
Yeoman Aggregates Ltd (Dormant)
Great Britain
Yeoman Bulk Cargoes Ltd (Dormant)
Great Britain
Holcim Haut Rhin S.A.S.
France
Holcim Beton Granulat Haut Rhin S.A.S.
France
Gravière de la Hardt
France
Holcim (Belgique)
Belgium
Holcim Bétons (Belgique)
Belgium
Holcim European Services Ltd, Belgium
Belgium
Holcim Geominerals
Belgium
Holcim Granulats (Belgique)
Belgium
Hellings
Belgium
Société des carrières du Tournaisis
Belgium
Holcim Informatique
Belgium
Geocycle
Belgium
Carrière de Leffe
Belgium
Holcim Netherlands
Belgium
Holcim Droge Mortel (Nederland)
Belgium
Holcim Grondstoffen (Nederland)
Belgium
Holcim Schiffhart
Belgium
Holcim Betonmortel (Nederland)
Belgium
De Hoorn Transport
Belgium
Holcim BCH
Belgium
57
Company name
Country
Holcim Coastal
Belgium
Holcim Prefab Wanden
Belgium
Holcim (Deutschland) AG, Germany
Germany
Holcim Beton und Zuschlagstoffe GmbH
Germany
SBU Kieswerk Zeithain GmbH & Co. KG
Germany
"SCHULENBURG" Grundstücksgesellschaft mbH
Germany
Baustoffe Dresden GmbH
Germany
Heide-Transportbeton G.m.b.H. & Co. KG
Germany
ARGE Salzbeton Morsleben
Germany
Vereinigte Transport-Betonwerke GmbH & Co. KG
Germany
Beton- und Baustoff-Prüfstelle Leer GmbH
Germany
VETRA Betonfertigteilwerke GmbH
Germany
VETRA Betonfertigteilwerk GmbH & Co. KG
Germany
Kieswerke Borsberg GmbH & Co. KG
Germany
Happy Beton GmbH & Co. KG
Germany
Happy Kies Sand Recycling GmbH & Co. KG
Germany
Hüttensand Salzgitter GmbH & Co. KG
Germany
Fertigbeton v. Saldern GmbH & Co. KG
Germany
Frischbeton Uelzen GmbH & Co. KG
Germany
Kieswerk Leinetal GmbH & Co. KG
Germany
Happy Translogistik GmbH
Germany
Union-Transportbeton GmbH & Co. KG
Germany
Holcim (Süd-Deutschland) GmbH, Germany
Germany
Holcim Kies und Beton Gmbh, Dotternhausen
Germany
Glaser Sand- und Kieswerke GmbH
Germany
Glaser Trockensand GmbH
Germany
Holcim (Schweiz) AG, Switzerland
Switzerland
Holcim (Vorarlberg) GmbH, Lorüns
Austria
Holcim Kies & Beton AG
Switzerland
Praz SA
Switzerland
Holcim (Cham) AG, Cham
Switzerland
Rohstoffgewinnung Hohentengen GmbH, D-Hohentengen
Germany
AG Hunziker & Cie., Würenlingen
Switzerland
Holcim Bétondrance SA
Switzerland
Holcim BF+P SA
Switzerland
Basaltstein AG Buchs
Switzerland
58
Company name
Country
Kalt Kies- und Betonwerk AG
Switzerland
Fänn-Beton AG
Switzerland
Holcim Italia Spa
Italy
Rolcim S.p.a.
Italy
Holcim Aggregati Calcestruzzi Srl
Italy
Eurofuels Spa
Italy
Fratelli Manara Srl
Italy
Fusine Energie
Italy
Micron Mineral
Italy
TransPlus (Hungary) Kft.
Hungary
Magyarországi Fióktelepe
Hungary
Nyerges
Hungary
Holcim (Hrvatska) d.o.o., Croatia
Croatia
Ecorec d.o.o. Zagreb
Croatia
Holcim mineralni agregati d.o.o., Lepoglava
Croatia
Holcim mineralni agregati d.o.o., Nedešćina
Croatia
Transplus d.o.o. Koromacno
Croatia
Holcim (Romania) S.A., Romania
Romania
Ecovalor
Romania
Agrocomp International SRL
Romania
Estagre SRL
Romania
Holcim (Bulgaria) AD, Bulgaria
Bulgaria
Ecorec Bulgaria EOOD
Bulgaria
Holcim Karierni Materiali AD
Bulgaria
Holcim Karierni Materiali Rudinata AD
Bulgaria
Holcim Karierni Materiali Plovdiv AD
Bulgaria
Vris OOD
Bulgaria
Gumirec EAD
Bulgaria
Kosovo Cement and Concrete Company
Kosovo
Holcim Emerging Europe Services s.r.o.
Slovakia
Holcim (RUS) Construction Materials OAO
Russia
Volskcement OJSC
Russia
Holcim (KAZ) TOO
Russia
GeoMax ltd.
Russia
Georazvedka ltd.
Russia
Holcim (Azerbaijan) O.J.S.C., Azerbaijan
Azerbaijan
59
Company name
Country
Holcim (España) S.A., Spain
Spain
Holcim Logística S.L.
Spain
Geocycle (España) S.A.
Spain
Gravera El Puente S.L.
Spain
Hormigones Costa de Almeria S.A.
Spain
Ready Mixed Gibraltar Ltd.
Spain
Playa Roldán S.A.
Spain
Vera Consignatarios S.A.
Spain
Filona S.L.
Spain
Aridos Hat & Cie.
Spain
Chipala Medioambiente S.L.
Spain
Holcim Services EMEA S.L., Spain
Spain
Holcim (US) Inc., USA
USA
Holcim (Texas) Ltd. Partnership
USA
Geocycle LLC
USA
Tin Star Cement Co
USA
Cemtech Inc.
USA
HC GP Inc.
USA
Holcim (Grancem) LLC
USA
Holderchem (US) Inc.
USA
Htrans Holdimgs Inc.
USA
Kraft Resources LLC.
USA
Surplus Items Inc.
USA
Thornstenberg materials Co. Inc.
USA
Aggregate Industries Management, Inc.
USA
Lattimore Materials Corp.
USA
Aggregate Industries-Northeast Region, Inc.
USA
Aggregate Industries Land Company, Inc
USA
Aggregate Industries-MWR, Inc
USA
Kost, Inc.
USA
Meyer Material, LLC
USA
Aggregate Industries-SWR, Inc. dba Frehner Construction
USA
Aggregate Industries-WCR, Inc.
USA
Bardon, Inc. dba Aggregate Industries MAR
USA
Tiger Minimix, Inc.
USA
Société de Ciments & Matériaux, Ivory C.
Cote d'Ivoire
60
Company name
Country
Ciments de Guinée S.A., Conakry
Guinea
Aljabor Qatar
Qatar
Holcim (Maroc) S.A., Morocco
Morocco
Andira
Morocco
Ecoval
Morocco
Batiprodis
Morocco
Holcim Maroc Internationale (HMI)
Morocco
United Cement Company of Nigeria Ltd
Nigeria
Holcim (Liban), Lebanon
Lebanon
Bogaz Endustri Madencilik, Bogazi/Famagusta
Lebanon
Société des Ciments Blancs SAL, Chekka
Lebanon
Holcim Béton S.A.L.
Lebanon
Energis Liban
Lebanon
Société des Carrières de Jyé SARL, Lebanon
Lebanon
Holcim (Madagascar)
Madagascar
Holcim Mauritius
Mauritius
Holcim (Réunion)
La Réunion
SAS Group Ouest Concassage
La Réunion
Holcim (Outre-Mer)
La Réunion
Océan Indien Participations SA, Belgium
La Réunion
Holcim Précontraint
La Réunion
Holcim (Mayotte)
La Réunion
Ciments de Bourbon
La Réunion
Holcim Trading, Spain
Ecotrade International, Luxembourg
Holcim Trading SA, Spain
Holcim Trading Pte Ltd, Singapore
Spain
Luxembourg
Spain
Singapore
Holcim Trading CTC, Dubai
Dubai
Hansen Holdings SA, Panama
Panama
Holsten International Ltd.
Iberoamericana Cement Trading, Spain
Great Britain
Spain
Kimaxtra Productos de Construcao Unipessoal Ltda, Portugal
Portugal
Umar Limited, Bermuda
Bermuda
Holcim Finance (Australia) Pty Ltd, Australia
Australia
Vennor Investments Pty. Ltd., Australia
Australia
Holbris Pty Ltd, Australia
Australia
61
Company name
Country
Holglad Pty Ltd, Australia
Australia
Holchil Limited, Bahamas
Bahamas
Holcibel S.A., Belgium
Belgium
Holcim Finance (Belgium) S.A., Belgium
Belgium
Holcim Reinsurance Limited, Bermuda
Bermuda
Cement Intellectual Property Ltd., Bermuda
Bermuda
Eurohol Limited, Bermuda
Bermuda
Holcim Capital Corporation Ltd., Bermuda
Bermuda
Holcim European Finance Ltd., Bermuda
Bermuda
Holcim GB Finance Ltd., Bermuda
Bermuda
Holcim Overseas Finance Ltd., Bermuda
Bermuda
Holpac Limited, Bermuda
Bermuda
Barmas Insurance Company Ltd., Bermuda
Bermuda
Holcim Finance (Canada) Inc., Canada
Canada
Holchile S.A., Chile
Chile
Holcim France Benelux S.A.S, France
France
Holcim Investments (France) SAS, France
France
Holcim Participations (France) SAS, France
France
Holcim Auslandbeteiligungs GmbH (Deutschland), Germany
Germany
Holcim Beteiligungs GmbH (Deutschland), Germany
Germany
Aggregate Industries Holdings Limited, United Kingdom
Great Britain
Bardon Investments Limited, United Kingdom
Great Britain
Holcim (India) Private Limited, India
India
Holcim Finance (Luxembourg) S.A., Luxembourg
Luxembourg
Holmex (Luxembourg) S.à r.l., Luxembourg
Luxembourg
Holcim US Finance S.à r.l., Luxembourg
Luxembourg
Holcim US Finance S. à r.l. & Cie S.C.S., Luxembourg
Luxembourg
Holdertrade Ltd & Cie S.N.C., Luxembourg
Luxembourg
Holderind Investments Ltd., Mauritius
Holcim Capital Mexico, S.A. de C.V., Mexico
Mauritius
Mexico
Amsterdam Commodity Enterprise B.V., Netherlands
Netherlands
Caricement B.V., Netherlands
Netherlands
Cemasco B.V., Netherlands
Netherlands
Holderfin B.V., Netherlands
Netherlands
Holchin B.V., Netherlands
Netherlands
Rosyco B.V., Netherlands
Netherlands
62
Company name
Country
United Cement Company of Nigeria Ltd
Netherlands
Egyptian Cement Holding B.V.
Netherlands
I.C.I., Panama
Panama
Clinco Corporation, Philippines
Philippines
Cemco Holdings Inc., Philippines
Philippines
Holcim Investments (Singapore) Pte. Ltd., Singapore
Singapore
Holcim Technology (Singapore) Pte. Ltd., Singapore
Singapore
Holcim Investments (Spain) S.L., Spain
Spain
Holcim Group Services Ltd
Switzerland
Holcim Technology Ltd, Swizerland
Switzerland
LafargeHolcim Ltd, Switzerland
Switzerland
Holdertrade Ltd, Switzerland
Switzerland
CESI S.A., Switzerland
Switzerland
Cemroc Ltd, Switzerland
Switzerland
Holcim Capital (Thailand) Ltd., Thailand
Thailand
Holcim Participations (Thailand) Ltd., Thailand
Thailand
Thai Roc-Cem Ltd., Thailand
Thailand
Holcim UK Holdings Limited, United Kingdom
United Kingdom
Holcim Participations (UK) Limited, United Kingdom
United Kingdom
Holcim Participations (US) Inc., USA
USA
Holcim Technology Inc., USA
USA
LEADER BETON sh.a
Albania
CERALG Spa
Algeria
CILAS SPA
Algeria
COSIDER LAFARGE PLATRE Algérie Spa
Algeria
Lafarge Béton Algérie "LBA"
Algeria
Lafarge Ciment de M'sila "LCM"
Algeria
Lafarge Ciment Oggaz "LCO"
Algeria
Lafarge Distribution Algérie "LDA"
Algeria
Lafarge Logistique Algérie "LLA"
Algeria
Lafarge Sacs
Algeria
Lafarge Services Algérie "LSA"
Algeria
l'Algérienne des Exploitations Minières
Algeria
SARL Station Agrégats Azrou
Algeria
Société Algérienne de Maçonnerie et de Béton Armé SPA
Algeria
63
Company name
Country
(SAMBA)
Société des Ciments de la Mitidja SPA (SCMI)
Algeria
ALFUMA GmbH
Austria
COOPERATIVE LEICHTBETON WERBEGEMEINSCHAFT
GMBH
Austria
GIPSBERGBAU PREINSFELD GMBH NFG. KG
Austria
KIAS Recycling GmbH
Austria
KIRCHDORFER ZEMENTWERK HOFMANN GMBH
Austria
KSL - Kirchdorfer & Schirmbrand Liegenschafts GmbH
Austria
Lafarge BFC Investment GmbH (new)
Austria
Lafarge Cement CE Holding GmbH
Austria
Lafarge Cement Technical Center Vienna GmbH
Austria
Lafarge Management GmbH
Austria
Lafarge Pannonia Holding GmbH
Austria
Lafarge Perlmooser GmbH
Austria
LAFARGE PERLMOOSER UNTERNEHMENSAKQUISITIONS
GMBH
Austria
Lafarge Services GmbH
Austria
Lafarge Zementwerke GmbH
Austria
MARTINI BETON GMBH
Austria
MARTINI BETON GMBH & CO KG
Austria
PERLMOOSER Beton GmbH
Austria
Recycling Center Retznei GmbH
Austria
REISNERSTRAßE 53 HAUSVERWERTUNGS- UND
INSTANDHALTUNGS GMBH
Austria
TAL BETONCHEMIE HANDEL GMBH
Austria
Thermo Team Alternativbrennstoffverwertungs GmbH
Austria
WIBAU Holding GmbH
Austria
WIBAU Kies und Beton GmbH
Austria
ZEMENT + BETON HANDELS- UND
WERBEGESELLSCHAFT M.B.H.
Austria
TH Industry II Limited
LAFARGE SURMA CEMENT LIMITED
Bahamas
Bangladesh
FLLC Lafarge Aggregates
Belarus
COMPAGNIE COPPEE DE DEVELOPPEMENT INDUSTRIEL
Belgium
64
Company name
Country
COMPAGNIE DE PARTICIPATIONS ET DE
DEVELOPPEMENT INDUSTRIEL
Belgium
GROUPEMENT SCB LAFARGE
Benin
Société des Ciments d'Onigbolo
Benin
LAFARGE GYPSUM (BOTSWANA) (PTY) LTD
Botswana
READY MIX MATERIALS (BOTSWANA) (PTY) LTD
Botswana
ECO-PROCESSA - TRATAMENTO DE RESÍDUOS LTDA.
Brazil
LAFARGE BRASIL S.A. (ex LACIM)
Brazil
LAFARGE SOLUÇÕES PARA CONSTRUÇÕES S.A.
Brazil
CIMENTERIES DU CAMEROUN
Cameroon
1358832 Ontario Limited
Canada
1398619 Ontario Inc.
Canada
1398938 Ontario Inc.
Canada
1864638 Ontario Inc.
Canada
2004295 Ontario Inc.
Canada
532470 B.C. Ltd.
Canada
546958 Ontario Limited
Canada
7954581 Canada Inc.
Canada
7954620 Canada Inc.
Canada
920939 Ontario Inc.
Canada
Abbotsford Gravel Sales Ltd.
Canada
Bolton Ready Mix Corp.
Canada
CARDINAL CONCRETE LTD
Canada
Cheekeye Gravel & Wood Corp.
Canada
CHERRYWOOD COVE INC.
Canada
Coast Aggregates Ltd.
Canada
Coast Range Concrete Ltd.
Canada
CUMBERLAND READY-MIX LTD.
Canada
Cumberland Sand & Gravel Ltd.
Canada
Cura Classis (Canada) Inc.
Canada
Cura Classis Canada (Hold Co) Inc.
Canada
Diamond Head Land Company Ltd.
Canada
Dinal Investments Ltd.
Canada
Dresden Ready-Mix Limited
Canada
65
Company name
Country
Edgewater Projects Ltd.
Canada
Environnement Systech Canada Inc./Systech Environmental Canada
Inc.
Canada
FOOTHILLS READY MIX INC.
Canada
INNOCON INC.
Canada
Innocon Partnership
Canada
LAFARGE CANADA INC.
Canada
LAFARGE PAVING & CONSTRUCTION LIMITED
Canada
LEISURE CREEK INC.
Canada
LNA HOLDINGS ULC
Canada
LNA TRADING INC.
Canada
LULU TRANSPORT INC.
Canada
M & K Ready Mix Inc.
Canada
MID-CANADA REINFORCING INC.
Canada
National East Ready Mix Corp.
Canada
NELSON AGGREGATE CO PARTNERSHIP
Canada
Nelson Transfer Ltd.
Canada
NEPTUNE CORING (WESTERN) LTD.
Canada
Northland Ready Mix Concrete Ltd.
Canada
OXFORD SAND AND GRAVEL LIMITED
Canada
PERIMETER CONCRETE LTD
Canada
Permanent Concrete ULC
Canada
PETTICREEK PROPERTIES INC.
Canada
Pro-Con Road Works Ltd.
Canada
Redland Brow Landfill Inc.
Canada
Re-Wa Holdings Ltd.
Canada
Ring Creek Power Ltd.
Canada
RMC READY MIX LTD.
Canada
SMELTER BAY AGGREGATES INCORPORATED
Canada
Standard Paving Limited
Canada
SUMAS SHALE LTD
Canada
Teskey Concrete Company Corp.
Canada
TEXADA QUARRYING LTD.
Canada
THOUSAND ISLANDS CONCRETE (2002) LIMITED
Canada
66
Company name
Country
Tria Ecoenergie Inc. - Tria Ecoenergy Inc.
Canada
WAYNCO LTD.
Canada
Wedgemont Contracting Ltd.
Canada
WESTERN REDI MIX INC.
Canada
Westland Forms Ltd
Canada
WHEAT CITY CONCRETE PRODUCTS LTD.
Canada
Whistler Sand & Gravel Ltd.
Canada
CIMENT CHAD
Chad
LAFARGE GYPSUM CHILE
Chile
Bulk Materials International China Ltd
China
Chongqing Lafarge Phoenix Lake Concrete Co., Ltd.
China
Chongqing Lafarge Shui On Cantian Cement Co., Ltd
China
Chongqing Lafarge Shui On Diwei Cement Co., Ltd.
China
Chongqing Lafarge Shui On Special Cement Co., Ltd.
China
Chongqing TH Logistics Co., Ltd.
China
Chongqing TH New Building Materials Co., Ltd.
China
Chongqing TH Packaging Co., Ltd.
China
Guizhou Dingxiao Shui On Cement Co., Ltd.
China
Guizhou Shuicheng Shui On Cement Co., Ltd.
China
Guizhou Xinpu Shui On Cement Co., Ltd.
China
Hekou County honghe Cement co.,Ltd
China
Kunming Chongde Cement Co., Ltd.
China
Lafarge (Beijing) Building Materials Technical Service Co., Ltd.
China
Lafarge (Chongqing) Concrete Co., Ltd.
China
Lafarge Chongqing Cement Co. Ltd.
China
Lafarge Dujiangyan Cement Co., Ltd.
China
Lafarge Shui On (Beijing) Technical Services Co., Ltd.
China
Lafarge Shui On (Chongqing) Industry Co., Ltd.
China
Lafarge Shui On (Chuxiong) Cement Co., Ltd.
China
Lafarge Shui On (Dongjun) Cement Co., Ltd.
China
Lafarge Shui On (Fumin) Cement Co., Ltd.
China
Lafarge Shui On (Honghe) Cement Co., Ltd.
China
Lafarge Shui On (Jianchuan) Cement Co., Ltd.
China
Lafarge Shui On (Lincang) Cement Co., Ltd.
China
67
Company name
Country
Lafarge Shui On (Sichuan) Investment Co., Ltd.
China
Lafarge Technical Services (Beijing) Co., Ltd.
China
Panzhihua Jinsha Cement Co., Ltd.
China
Sichuan Shuangma Cement Co., Ltd.
China
Sichuan Shuangma Chengdu Construction Materials Co., Ltd.
China
Sichuan Shuangma Yibin Cement Co., Ltd.
China
Yanshan County Yuanda Honghe Cement Co.,Ltd.
China
Yunnan Lijiang Cement Co., Ltd.
China
Yunnan Sanjiang Cement Co., Ltd.
China
Yunnan Shui On Construction Materials Investment Holding Co.,
Ltd.
China
Yunnan Shui On Construction Materials Management Co., Ltd.
China
Yunnan State Assets Cement Haikou Co., Ltd.
China
Yunnan State Assets Cement Kunming Co., Ltd
China
Zunyi Sancha Lafarge Shui On Cement Co., Ltd.
China
SANSORA
Colombia
LAFARGE COMORES. S.A
Comoros
Lafarge Ciments (Congo) Sprl.
Congo, The Democratic
Republic of the
Lafarge Cement Adria d.o.o.
Croatia
CEMITALIA LIMITED
Cyprus
COMSIBER INVESTMENT LIMITED
Cyprus
GIGER HOLDINGS LIMITED
Cyprus
LAFARGE AGGREGATES HOLDING LIMITED
Cyprus
LAFARGE CEMENT HOLDING
Cyprus
LAFARGE INTERNATIONAL LIMITED
Cyprus
Lafarge Cement, a.s.
Czech Republic
ECOCEM Industrial Ecology Egypt SAE
Egypt
EGYPT SACK S.A.E.
Egypt
LAFARGE BUILDING MATERIALS HOLDING EGYPT S.A.E.
Egypt
Lafarge Building Materials Trading Egypt S.A.E
Egypt
Lafarge Cement Egypt S.A.E
Egypt
Lafarge Egypt for Import and Export SAE
Egypt
Lafarge Egypt Quarries SAE
Egypt
LAFARGE GYPSUM EGYPT
Egypt
68
Company name
Country
Lafarge Middle East and Africa Building Materials S.A.E
Egypt
Lafarge Ready Mix S.A.E
Egypt
NATIONAL BAG COMPANY
Egypt
LAFARGE CEMENT ETHIOPIA PLC
Ethiopia
Algerian Cement Holding
France
ARISEPT
France
BATIWEB.COM
France
BETON CHANTIERS CHARENTE LIMOUSIN
France
BETON CHANTIERS MARTIGUES
France
BETON SAINT ANDRE
France
CARRIERE DE RIVOLET
France
CARRIERE DU MONTLUCONNAIS
France
CARRIERES DE LA VALLEE HEUREUSE
France
CARRIERES DE SAINT LAURENT
France
CBA Holding
France
CIMENTS DU LACYDON
France
CIMENTS KERCIM
France
CODERES
France
COMPAGNIE FERROVIAIRE REGIONALE - CFR
France
COTE D'OPALE GRANULATS
France
DÔME GRANULATS
France
Ecocem MEA
France
EDIFIXIO
France
FINANCIERE BETONS
France
FINANCIERE GRANULATS EX-RG SA
France
FINANCIERE LAFARGE
France
FINARGE 02
France
FINARGE 48
France
FINARGE 49
France
FLANDRES LAITIERS MOULUS
France
GEOCHANVRE F
France
GIE CHENAL DE SAINTONGES
France
GIE LES MATERIAUX DE PICARDIE
France
GIE LOIRE GRAND LARGE
France
69
Company name
Country
GIE SAINT NICOLAS
France
GRANULATS BOURGOGNE AUVERGNE
France
GRANULATS DE LA DROME
France
GRANULATS NORD EST
France
HEXABETON
France
LAFARGE
France
LAFARGE AGGREGATES HOLDING EASTERN EUROPE
France
LAFARGE BETONS FRANCE
France
LAFARGE BFC INVESTMENTS FRANCE
France
LAFARGE CENTRE DE RECHERCHE "LCR"
France
LAFARGE CIMENTS
France
LAFARGE CIMENTS DISTRIBUTION
France
LAFARGE CIMENTS MAYOTTE S.A.
France
Lafarge Energy Solutions
France
LAFARGE FRANCE
France
LAFARGE GRANULATS BETONS SERVICES GIE
France
LAFARGE GRANULATS FRANCE
France
LAFARGE GRANULATS OUEST
France
LAFARGE GYPSUM INTERNATIONAL
France
LAFARGE INDUSTRIAL ECOLOGY INTERNATIONAL
France
LAFARGE SERVICES GROUPE
France
LAFARGE SLOVENIA
France
LAFARGE VOSTOK
France
LE BETON CONTROLE
France
LES CARRIERES DU ROANNAIS
France
LIBAUD BETON CHANTIERS
France
MADELEINE RECYCLAGE
France
MIDI PYRENEES GRANULATS
France
NOBLE INTERNATIONAL
France
NORD BROYAGE
France
PAKISTAN CEMENT HOLDING
France
PERTHUIS DE POSES
France
S.V.P.I.
France
SABELFI
France
70
Company name
Country
SABLIERES D'ARMORIQUE
France
SABLIERES DE GURGY
France
SAINT GEORGES GRANULATS ( ex DSG)
France
SAS DES GRESILLONS
France
SCEA de Champmare
France
SCI CHÂTEAUNEUF DU RHÔNE
France
SCORI
France
SEAPM
France
SNC DROME ARDECHE GRANULATS
France
SNC LANGUEDOC GRANULATS
France
SOCIETE AQUITAINE DE STOCKAGE II
France
SOCIETE AQUITAINE DE TRANSFORMATION
France
SOCIETE AUXILIAIRE DE MATERIAUX
France
SOCIETE DE DEVELOPPEMENT INDUSTRIEL LAFARGE
France
SOCIETE DES CALCAIRES DE SOUPPES SUR LOING
France
SOCIETE DES CIMENTS ANTILLAIS
France
SOCIETE DES MATERIAUX DE BEAUCE
France
SOCIETE D'EXPLOITATION DES ETABLISSEMENTS
RAGONNEAU
France
SOCIETE FINANCIERE IMMOBILIERE ET MOBILIERE
"SOFIMO"
France
Société Internationale de Télévision et de Communication
France
SOCIETE NOUVELLE DU LITTORAL
France
SPI PROMOTION INDUSTRIELLE
France
TECHNICAL CENTER EUROPE AFRICA
France
TRAPPES ELANCOURT DECHARGEMENT
France
VAL D'AREN RECYCLAGE
France
VAL DE MEUSE ENROBES
France
VALREN
France
FINLATAM VERMÖGENSVERWALTUNGS GMBH
Germany
AEGEAN TERMINALS S.A.
Greece
AEVEK PERICLES
Greece
ANDREAS HADJIKYRIAKOS MARITIME COMPANY
Greece
BIOMASS SOCIETE ANONYME FOR THE PRODUCTION
AND TRADE OF BIOMASS
Greece
71
Company name
Country
DYSTOS MARITIME COMPANY
Greece
GENERAL INDUSTRIAL ENTERPRISES SA
Greece
GENERAL SOCIETE ANONYME CLINKER PERICLES,
COMMERCIAL, INDUSTRIAL AND REAL ESTATE
Greece
GEORGIOS HADJIKYRIAKOS MARITIME COMPANY
Greece
HERACLES GENERAL CEMENT COMPANY S.A.
Greece
HERACLES SHIPPING S.A.
Greece
LAFARGE BETON INDUSTRIAL COMMERCIAL S.A.
Greece
LATOMIA POLIKASTROU S.A.
Greece
LAVA MINING & QUARRYING S.A.
Greece
MARATHOS QUARRIES S.A.
Greece
MIDDLE EAST CEMENT SHIPPING AND HANDLING
COMPANY
Greece
Lafarge Shui On Cement Limited
Hong Kong
HEKA HEGYESHALMI KAVICSBANYA RT
Hungary
LAFARGE Cement Hungary Ltd
Hungary
PERLMOOSER Kavics Kft.
Hungary
Lafarge Eastern India Limited
India
LAFARGE INDIA PVT LIMITED
India
LAFARGE UMIAM MINING PRIVATE LIMITED
India
LUM MAWSHUN MINERALS PRIVATE LIMITED
India
VS LIGNITE POWER PRIVATE LIMITED
India
Wardha Vaalley Coal Field Pvt. Ltd.
India
PT LAFARGE CEMENT INDONESIA
Indonesia
BASF for Construction Chemicals / Ltd
Iraq
BAZIAN CEMENT COMPANY LIMITED
Iraq
ECOCEM for Environmental Solutions , Limited
Iraq
KARBALA CEMENT MANUFACTURING LIMITED
Iraq
Lafarge Company for Concrete and Aggregate, Ltd
Iraq
Lafarge Company for Construction Contracting and General
Trading, Ltd
Iraq
UNITED CEMENT COMPANY LIMITED
Iraq
Bulk Materials International Europe Srl
Italy
Lafarge Livorno Italy S.r.l.
Italy
Lafarge Real Estate Italy S.r.l.
Italy
72
Company name
Country
Jamaica Aggregates Limited
Jamaica
ASO CEMENT Co., Ltd.
Japan
SEINAN CONCRETE
Japan
SENBOKU CONCRETE
Japan
Fincem Holding Limited
Jersey
Hawksford Fiduciaries Jersey Limited
Jersey
Hawksford Trust International
Jersey
Himcem Holdings Limited
Jersey
Kencem Holding Limited
Jersey
Lafarge Finance Limited
Jersey
Tinderbox No. 6 Limited
Jersey
Arabian Concrete Supply Cement
Jordan
JORDAN CEMENT FACTORIES COMPANY PSC
Jordan
Jordanian Company for Environmental Solutions
Jordan
ATHI RIVER MINING LIMITED
Kenya
BAMBURI CEMENT LTD
Kenya
BAMBURI SPECIAL PRODUCTS LTD
Kenya
DIANI ESTATE LTD
Kenya
KENYA CEMENT MARKETING CO. LTD
Kenya
LAFARGE ECO SYSTEMS LIMITED
Kenya
LAFARGE GYPSUM KENYA LIMITED
Kenya
PORTLAND MINES LTD
Kenya
SIMBARITE LTD
Kenya
THE EAST AFRICAN PORTLAND CEMENT COMPANY LTD
Kenya
SANGWON CEMENT COMPANY JOINT VENTURE
CORPORATION
Korea, Democratic People's
Republic of
LAFARGE HALLA CEMENT CORPORATION
Korea, Republic of
LAKO LIMITED
Korea, Republic of
Lafarge Kuwait K.S.C.(c).
Kuwait
ATLANTIC RE
Luxembourg
BLUE CIRCLE INVESTMENTS S.A.
Luxembourg
HUGO INSURANCE SA
Luxembourg
LAFARGE CEMENT LUXEMBOURG, S.à r.l.
Luxembourg
NOUVELLE CIMENTERIE D'AMBOANIO S.A.
Madagascar
73
Company name
Country
LAFARGE CEMENT MALAWI LTD
Malawi
ASSOCIATED PAN MALAYSIA CEMENT SDN BHD
Malaysia
CEMENTIA ASIA SDN BHD
Malaysia
CMCM PERNIAGAAN SDN BHD
Malaysia
COPROCEM SERVICES MALAYSIA SDN BHD
Malaysia
JUMEWAH SHIPPING SDN BHD
Malaysia
KEDAH CEMENT HOLDINGS BERHAD
Malaysia
KEDAH CEMENT JETTY SDN BHD
Malaysia
Lafarge Aggregates (Ipoh) Sdn Bhd
Malaysia
Lafarge Aggregates (Pantai Remis) Sdn Bhd
Malaysia
LAFARGE AGGREGATES SDN BHD
Malaysia
LAFARGE ASIA DEVELOPMENT SDN BHD
Malaysia
LAFARGE ASIA SDN BHD
Malaysia
LAFARGE CEMENT SDN BHD
Malaysia
LAFARGE CONCRETE (EAST MALAYSIA) SDN BHD
Malaysia
LAFARGE CONCRETE (MALAYSIA) SDN BHD
Malaysia
LAFARGE CONCRETE INDUSTRIES SDN BHD
Malaysia
LAFARGE DRYMIX SDN BHD
Malaysia
LAFARGE MALAYSIA BERHAD
Malaysia
Lafarge Shared Services Sdn Bhd
Malaysia
M-CEMENT SDN BHD
Malaysia
PROBUILDERS CENTRE SDN BHD
Malaysia
SIMEN UTARA SDN BHD
Malaysia
LAFARGE MALDIVES CEMENT PRIVATE LIMITED
Maldives
CEMENT TRANSPORT LTD
Mauritius
DRY-MIXED PRODUCTS LTD
Mauritius
INTERIOR SOLUTIONS MAURITIUS LIMITED
Mauritius
LAFARGE (MAURITIUS) CEMENT LTD
Mauritius
PAN AFRICAN CEMENT LTD
Mauritius
PRE-MIXED CONCRETE LIMITED
Mauritius
Prime Allied Enterprises Limited
Mauritius
Sommerset Investments Limited
Mauritius
CEMENTOS ACTIVADOS DE MÉXICO S.A. DE C.V.
Mexico
LAFARGE AGREGADOS Y CONCRETOS MEXICO
Mexico
74
Company name
Country
ECOGEST INDUSTRY SRL
Moldova, Republic of
GEOSTUDYGRUP SRL
Moldova, Republic of
LAFARGE CIMENT (MOLDOVA) S.A.
Moldova, Republic of
CEVAL GIE
Morocco
ECOCIM
Morocco
LAFARGE CALCINOR MAROC
Morocco
LAFARGE CEMENTOS
Morocco
LAFARGE CIMENTS
Morocco
LAFARGE MAROC
Morocco
LAFARGE PLATRE MAROC
Morocco
LUBASA MAROC SA
Morocco
SOCIETE NATIONALE D'INVESTISSEMENTS
Morocco
LAFARGE GYPSUM MOZAMBIQUE LDA
Mozambique
THILAWA CEMENT & BUILDING MATERIALS LTD
Myanmar
PELICAN HOLDINGS (PROPRIETARY) LTD
Namibia
Blue Circle International Holdings BV
Netherlands
EGYPTIAN CEMENT HOLDING B.V.
Netherlands
Lafarge Cement International B.V
Netherlands
Lafarge Chilean Holdings B.V
Netherlands
LAFARGE JAPAN HOLDING N.V.
Netherlands
LAFARGE KOREA BV
Netherlands
LAFARGE PLASTERBOARD HOLDING BV
Netherlands
NIGERIAN CEMENT HOLDING B.V.
Netherlands
Surma Holding BV
Netherlands
ASHAKACEM PLC
Nigeria
ATLAS CEMENT COMPANY LTD
Nigeria
Energy Cement Ltd
Nigeria
LAFARGE AFRICA PLC
Nigeria
Lafarge Associated Nigeria Limited
Nigeria
Lafarge Ready Mix Nigeria Limited
Nigeria
NIGERIAN KRAFT BAGS
Nigeria
UNITED CEMENT COMPANY OF NIGERIA LIMITED
Nigeria
Premix LLC
Oman
Readymix Muscat LLC
Oman
75
Company name
Country
ECOCEM PAKISTAN (PRIVATE) LIMITED
Pakistan
CEMENT SHIPPING CORP.
Panama
GRANILO INVEST AND TRADE INC
Panama
HISPACEM LTD, PANAMA
Panama
PORT SAID SILO INVESTMENT COMPANY S.A.
Panama
ZAREMBO INVEST S.A. PANAMA
Panama
APC Distribution Networks, Inc.
Philippines
APC Properties, Inc.
Philippines
BULACAN HOLDINGS INC.
Philippines
CALUMBOYAN HOLDINGS INC.
Philippines
Ecoedge Resources Corporation
Philippines
Lafarge Cement Services Philippines Inc.
Philippines
Lafarge Holdings (Philippines) Inc
Philippines
Lafarge Iligan, Inc.
Philippines
Lafarge Mindanao, Inc.
Philippines
Lafarge Republic Aggregates, Inc.
Philippines
Lafarge Republic, Inc.
Philippines
LIMAY GRINDING MILL CORPORATION
Philippines
LUZON CONTINENTAL LAND CORP.
Philippines
Mundo Verde Corporation
Philippines
QUIMSON LIMESTONES, INC.
Philippines
Round Royal, Inc.
Philippines
SEACEM SILOS, INC.
Philippines
Sigma Cee Mining Corporation
Philippines
South Western Cement Ventures, Inc.
Philippines
Southern Cross Cement Corporation
Philippines
BONITEX SP Z O.O.
Poland
Cementownia Kraków - Nowa Huta Sp. z o.o.
Poland
CEMET SA
Poland
CONTRACTOR SP Z.O.O.
Poland
East-West Express Sp. z o.o.
Poland
Eco Solutions Sp. z o.o.
Poland
Energo Strefa Sp. z o.o.
Poland
INNOWACJE Sp. z o.o.
Poland
76
Company name
Country
Kopalnia Surowcow Skalnych Swierki Sp. z o.o.
Poland
Kopalnie Odkrywkowe Surowców Drogowych Spólka Akcyjna
Poland
Lafarge Beton Towarowy SP. Z O.O.
Poland
LAFARGE CEMENT SA
Poland
Lafarge Kruszywa i Beton
Poland
Lafarge Services SP.Z O.O.
Poland
LAFARGE TRANSPORT Sp. z oo
Poland
POMERANIA CEMENT SP. Z O.O.
Poland
Przedsiębiorstwo Produkcyjno-Handlowe i Usługowe "AGAVIS"
S.A.
Poland
Radan Bazalt Sp. z o.o.
Poland
Rudawa Inwestycje Sp. z o.o.
Poland
Zakład Gospodarki Popiolami Sp. z o.o.
Poland
Zakład Separacji Popiołów Siekierki Sp. z o.o.
Poland
LADELIS SGPS Lda
Portugal
Construction Materials Company WLL
Qatar
Qatar Precast WLL
Qatar
Qatar Quarry Company WLL
Qatar
READYMIX QATAR W.L.L.
Qatar
CIMENTS DE BOURBON SA
Reunion
"Karier "Bolshoy Massiv" Limited Liability Company
Russian Federation
"Novoaleksandrovsky kombinat nerudnikh materialov" Limited
Liability Company
Russian Federation
FIANT LTD
Russian Federation
LABORATORY LAFARGE
Russian Federation
Limited Liability Company "Burovzryvnaya Kompaniya"
Russian Federation
Limited liability company "Lafarge Aggregates and Concrete"
Russian Federation
Limited Liability Company “Karier “Shokshinsky kvartsit”
Russian Federation
LLC "Lafarge GEO"
Russian Federation
OAO Lafarge Cement
Russian Federation
ZAO EcoPromEffect
Russian Federation
HIMA CEMENT (RWANDA) LIMITED
Rwanda
ALSAFWA CEMENT COMPANY
Saudi Arabia
GLOBAL Gypsum Company Limited
Saudi Arabia
Qanbar Steetley (Saudi) Limited
Saudi Arabia
77
Company name
Country
BEO EKO KORAK
Serbia
Lafarge Beocinska Fabrika Cementa
Serbia
LAFARGE CEMENT COMPANY (SEYCHELLES) LIMITED
Seychelles
ALLIANCE CONCRETE SINGAPORE PTE LTD
Singapore
CAMDEN HOLDING PTE. LIMITED
Singapore
LAFARGE CEMENT SINGAPORE PTE LTD
Singapore
LAFARGE INTERNATIONAL SERVICES SINGAPORE PTE
LTD
Singapore
Lafarge Marketing Pte Ltd
Singapore
LCS SHIPPING PTE LTD
Singapore
LMCB HOLDINGS PTE LTD
Singapore
PMCWS ENTERPRISES PTE LTD
Singapore
Supermix Asia Pte Ltd (SPMA)
Singapore
Supermix Concrete Pte Ltd
Singapore
VIETCIM (SINGAPORE) PTE LTD
Singapore
Berger Slovakia, a.s.
Slovakia
LAFARGE SLOVAKIA s.r.o.
Slovakia
Povazska cementaren a.s.
Slovakia
Apnenec, d.o.o., proizvodnja apnenceve moke
Slovenia
Lafarge Cement, d.o.o.
Slovenia
ARLINGTON ENTERPRISES (PTY) LTD
South Africa
ASH RESOURCES (PTY) LTD
South Africa
BAY STONE SALES (PTY) LTD
South Africa
CAPE BLUE ROCK QUARRIES (PTY) LTD
South Africa
DAWNKELL INVESTMENTS (PTY) LTD
South Africa
ECO 2 (Pty) Ltd
South Africa
EVANDER CRUSHERS (PTY) LTD
South Africa
FINANZLINK (PTY) LTD
South Africa
HOLDING 155 WHITE RIVER ESTATES (PTY) LIMITED
South Africa
HOLDING 176 WHITE RIVER ESTATES (PTY) LIMITED
South Africa
LAFARGE AGGREGATES SOUTH AFRICA (PTY) LTD
South Africa
LAFARGE FOREIGN HOLDINGS (PTY) LTD
South Africa
LAFARGE GYPSUM (PROPRIETARY) LIMITED
South Africa
LAFARGE GYPSUM HOLDINGS SOUTHERN AFRICA (PTY)
LTD
South Africa
78
Company name
Country
LAFARGE GYPSUM RESOURCES (PTY) LTD
South Africa
LAFARGE INDUSTRIES SOUTH AFRICA (PTY) LIMITED
South Africa
LAFARGE MATERIALS INVESTMENTS (PTY) LTD
South Africa
LAFARGE MINING SOUTH AFRICA (PTY) LIMITED
South Africa
LAFARGE SOUTH AFRICA HOLDINGS (PTY) LIMITED
South Africa
MURRAY & ROBERTS QUARRIES (PTY) LTD
South Africa
NORTHERN CEMENT COMPANY (PTY) LTD
South Africa
PIETERSBURG MIXED CONCRETE (PTY) LTD
South Africa
PORT ELIZABETH HOLDINGS (PTY) LTD
South Africa
QALA QUARRY (PTY) LIMITED
South Africa
QUARRYMAN (PTY) LTD
South Africa
QUARRYMAN (SOUTHERN CAPE) (PTY) LTD
South Africa
QUARRYMAN HOLDINGS (PTY) LTD
South Africa
READY MIX MATERIALS (PTY) LTD
South Africa
STONETECH (PTY) LTD
South Africa
TARMAC SOUTH AFRICA (PTY) LTD
South Africa
TONGAAT QUARRY PROJECTS (PTY) LTD
South Africa
TSWANA LIME (PTY) LTD
South Africa
WESTERN HILLS (PTY) LTD
South Africa
WHITE RIVER CONCRETE (PTY) LIMITED
South Africa
WHITE RIVER CRUSHERS (PTY) LIMITED
South Africa
Bulk Mines Minerals SL
Spain
CASTELLANA DE FIRMES, S.L.
Spain
CEMENTOS ESFERA, S.A.
Spain
CEMENTOS LA PARRILLA, S.A.
Spain
CIMENTS DE CATALUNYA, S.A.
Spain
COMERCIAL DE MATERIALES DE CONSTRUCCIÓN, S.L.
Spain
ECOCEM VALORIZACIÓN DE RESIDUOS, S.A.
Spain
ELITE CEMENTS, S.L.
Spain
FORTIA ENERGIA, S.L.
Spain
LAFARGE ARIDOS Y HORMIGONES, S.A.U.
Spain
LAFARGE CEMENTOS, S.A.U.
Spain
LAFARGE ITEO SHARED SERVICES, S.A.
Spain
MATERIALES DE CONSTRUCCION AGUILAS, S.A.
Spain
79
Company name
Country
TABINORP, S.L.
Spain
VESCEM-LID, S.L.
Spain
World Trade Bulk, S.L.
Spain
LAFARGE MAHAWELI CEMENT (PRIVATE) LIMITED
SUDACEM LIMITED
Sri Lanka
Sudan
OREBRO KARTONGBRUK AB
Sweden
Bulk Materials International AG
Switzerland
Bulk Mines & Minerals Holding SA
Switzerland
CAMPSORES HOLDING SA
Switzerland
CEMENTIA HOLDING AG
Switzerland
CEMENTIA TRADING AG
Switzerland
GULF DEVELOPMENT AG
Switzerland
Lafarge White Cement Trading AG
Switzerland
MARINE CEMENT AG/LTD
Switzerland
THALAMAR SHIPPING AG
Switzerland
Lafarge Cement Syria
Syrian Arab Republic
LAFARGE GYPSUM TANZANIA LIMITED
Tanzania, United Republic
of
MBEYA CEMENT COMPANY LIMITED
Tanzania, United Republic
of
BANGKOK CHOLAS LTD
Thailand
AGRETAS AGREGA INSAAT SANAYI VE TICARET AS
Turkey
BATICIM BATI ANADOLU CIMENTO SANANYI A.S.
Turkey
DALSAN ALCI SANAYI VE TICARET A.S.
Turkey
DAMSAN
Turkey
MADINSAN
Turkey
MAGET MADENCILIK
Turkey
OCI CIMENTO A.S.
Turkey
BAMBURI CEMENT LTD - UGANDA
Uganda
HIMA CEMENT LTD
Uganda
FAST-TRANS LTD
Ukraine
Klesivskiy Karier Nerudnykh Kopalyn "Technobud"
Ukraine
Limited Liability Company" SIPAN"
Ukraine
LLC Bukovyna Building Materials
Ukraine
LLC Technobud
Ukraine
80
Company name
Country
NEOKOM PLUS
Ukraine
Eco Cem Industrial Ecology LLC
United Arab Emirates
LAFARGE EMIRATES CEMENT LLC
United Arab Emirates
LAFARGE KHAYYAT CEMENT HOLDING LIMITED
United Arab Emirates
Readymix Gulf Limited
United Arab Emirates
Associated International Cement Limited
United Kingdom
Blue Circle Europe Limited
United Kingdom
Blue Circle Home Products International Limited
United Kingdom
Blue Circle Home Products Limited
United Kingdom
Changeissues Limited
United Kingdom
Hereford Recycling Limited
United Kingdom
Lafarge Building Materials Limited
United Kingdom
Lafarge International Holdings Limited
United Kingdom
Lafarge Minerals Limited
United Kingdom
Lafarge Nigeria (UK) Limited
United Kingdom
Lafarge Redland Readymix Limited
United Kingdom
Lafarge Shipping Services Limited
United Kingdom
Lafarge UK Holdings Limited
United Kingdom
Lafco No. 3 Limited
United Kingdom
Redland International Management Services Limited
United Kingdom
SGEBF Trustee Limited
United Kingdom
The Cement Marketing Company Limited
United Kingdom
Tunnel Building Products Limited
United Kingdom
AMERICAN TRANSPORT LEASING INC.
United States
Bulk Materials International Inc.
United States
CEMENT TRANSPORT LTD
United States
Chesapeake Bay Receivables LLC
United States
Evans-MSI, L.L.C.
United States
Fredonia Valley Railroad, Inc.
United States
Hunting Hills, Inc.
United States
INTERNATIONAL ATLANTINS INSURANCE COMPANY
United States
Lafarge Aggregates Illinois, Inc.
United States
Lafarge Building Materials Inc.
United States
Lafarge Elburn, LLC
United States
81
Company name
Country
Lafarge Michigan, LLC
United States
LAFARGE MID-ATLANTIC, LLC
United States
Lafarge Midwest, Inc.
United States
Lafarge North America Holdings LLC
United States
LAFARGE NORTH AMERICA INC.
United States
Lafarge Presque Isle, Inc.
United States
Lafarge Road Marking, Inc.
United States
Lafarge Southwest, Inc.
United States
Lafarge West, Inc.
United States
LNA Finance Inc.
United States
Lordstown Construction Recovery LLC
United States
MIDDLEBOROUGH RECLAMATION OPPORTUNITY
CORPORATION
United States
MOUNTAIN PRAIRIE INSURANCE COMPANY
United States
MRO, LLC
United States
NAUTILUS HOLDING COMPANY
United States
REDLAND QUARRIES NY INC.
United States
REDLAND, LLC
United States
Solidia Technologies, Inc.
United States
SYSTECH ENVIRONMENTAL CORP.
United States
TRINITY PORTLAND CEMENT
United States
Lafarge Cement Tashkent LLC
Uzbekistan
CEMENTOS CATATUMBO
Venezuela, Bolivarian
Republic of
Cong Thanh Cement
Vietnam
LAFARGE CEMENT LIMITED LIABILITY COMPANY
Vietnam
LAFARGE CONCRETE VIETNAM CO., LTD
Vietnam
ASHBURY VENTURES LIMITED
Virgin Islands, British
BROADFIELD PROPERTIES LTD
Virgin Islands, British
Lafarge China Offshore Holding Company (LCOHC) Limited
Virgin Islands, British
LAFARGE SW LIMITED
Virgin Islands, British
UNITED CEMENT CORPORATION
Virgin Islands, British
UNITED CEMENT HOLDING LIMITED
Virgin Islands, British
WINDHAM FINANCIAL INC
Virgin Islands, British
YEMEN CEMENT SILOS COMPANY
Yemen
82
Company name
Country
Lafarge Zambia Plc
Zambia
LAFARGE CEMENT ZIMBABWE LIMITED
Zimbabwe
83