NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.
Viohalco S.A. today announces the pricing of the placement by itself and certain of its subsidiaries of 19,000,000 shares of Sidenor S.A., at a price of euro 6.50 per share. The price represents a premium over the three month average share price of Sidenor S.A. The placement was 1.5 times oversubscribed. The placement achieved its two key objectives of increasing Sidenor S.A.''''s liquidity and increasing exposure to international institutional investors. The free float of Sidenor S.A. almost doubled while more than 90% of the placement was to high quality international investors. The remaining shares were placed with leading Greek institutional investors. The placement comprises an offering to qualified investors in Greece within the meaning of Law 3401/2005 and to institutional investors outside of Greece and the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act of 1933. The offering is expected to close on or about November 13, 2006, subject to customary closing conditions. Following completion of the placement, Viohalco S.A. will remain the majority shareholder of Sidenor S.A., holding 56.97% of Sidenor S.A.''s shares and voting rights. The total size of the offering is euro 123.5 million. Morgan Stanley acted as Sole Global Coordinator, Bookrunner and Joint Lead Manager and Alpha Bank acted as Joint Lead Manager in this offering.
Copies of this announcement may not be published, distributed or transmitted in or into the United States. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act") or the laws of any state, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. There will be no offering of the securities in the United States. This announcement is directed solely at persons who (i) are outside the United Kingdom or (ii) are investment professionals falling within Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("the Order") or (iii) are entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. This announcement is not a public offer or advertisement of securities in Greece.