EANS-Adhoc

RHI AG / Listing prospectus approved, final steps for business combination of RHI and Magnesita decided

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Disclosed inside information pursuant to article 17 Market Abuse Regulation
(MAR) transmitted by euro adhoc with the aim of a Europe-wide distribution.
The issuer is responsible for the content of this announcement.
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Mergers - Acquisitions - Takeovers
17.10.2017

Vienna -

* Prospectus for the listing of the shares of RHI Magnesita on the London Stock
Exchange approved by the Dutch Authority for the Financial Markets (AFM)
* Last trading day on the Vienna Stock Exchange expected for October 25, 2017
* Closing date of the transaction foreseen for October 26, 2017
* First day of trading on the London Stock Exchange anticipated on October 27,
2017


The Dutch Authority for the Financial Markets (AFM) today approved the
prospectus for admission to listing of RHI Magnesita shares on the Premium
Listing segment of the Official List of the UK Financial Conduct Authority and
to trading on the London Stock Exchange's Main Market for listed securities. The
prospectus is available for download at prospectus.rhimagnesita.com.

The cross-border merger of RHI AG with its wholly-owned subsidiary RHI Magnesita
N.V. should become effective on October 26, 2017. Upon such effectiveness, RHI
AG will cease to exist as legal entity.
Accordingly, the last day of trading of RHI AG's shares on the Vienna Stock
Exchange will be October 25, 2017.

RHI and the controlling shareholders of Magnesita, GP Investments and Rhône
Capital, agreed to changes of the share purchase agreement (dated October 5,
2016), whereby RHI in order to allow a quick implementation of the business
combination waived the controlling shareholders' commitment to purchase
additional new RHI Magnesita shares (the controlling shareholders' obligation to
purchase up to another 1.5 million shares if not all of Magnesita's other
shareholders would have elected to receive RHI Magnesita shares in a mandatory
tender offer to be made).

The controlling shareholders and additional sellers adhered to the share
purchase agreement will deliver 50% plus one share in Magnesita and therefore
will jointly receive a payment of EUR 117.3 million in cash and 5.0 million
newly issued shares in RHI Magnesita.

Completion of the share purchase agreement is expected to occur on October 26,
2017, and Admission to listing of RHI Magnesita's shares in the Premium segment
of the Official List on October 27, 2017. Trading of the shares on the Main
Market of the London Stock Exchange will begin on the same date. The management
of RHI Magnesita aims to include the RHI Magnesita shares for trading in the
newly established "Global Market", a multilateral trading facility of the Vienna
Stock Exchange, as well.

Based on the financial statements for the year 2016, the combined revenue of RHI
and Magnesita amounted to approximately EUR 2.5 billion. The new company will
serve over 10,000 customers in nearly all countries of the world. The
combination of RHI and Magnesita will enable the combined company to offer its
customers an even more comprehensive range of services and thus provide added
value. There is further significant value creation potential due to the
realization of planned synergies, strong cash flow generation, and innovations
based on the combined know-how of the companies.




Further inquiry note:
RHI AG
Investor Relations
Mag. Simon Kuchelbacher
Tel: [phone]
Email: [e-mail]

end of announcement euro adhoc
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issuer: RHI AG
Wienerbergstrasse 9
A-1100 Wien
phone: [phone]
FAX:
mail: [e-mail]
WWW: http://www.rhi-ag.com
ISIN: AT0000676903
indexes: ATX
stockmarkets: Wien
language: English