11 October 2017
R2G Rohan Czech s.r.o., ID No.: 04607341, with its registered office at Hradčanské náměstí 67/8, Hradčany, 118 00 Prague 1, Czech Republic, registered in the Commercial Register maintained by the Municipal Court in Prague, File No.: C 250660 (the “Offeror”) hereby refers to its Bid Document, which was made public on 25 August 2017 on the websites: http://www.csas.cz and https://www.r2g-rohan.cz/ and in the daily periodical Hospodarske noviny and in a daily newspaper and through the registered information agency (agencja informacyjna) in Poland and relates to the voluntary takeover bid for shares (ISIN: LU0275164910) of PEGAS NONWOVENS SA (the “Company” and the “Shares”), a Luxembourgish société anonyme (public limited liability company) with its registered office at 68–70, boulevard de la Pétrusse, L-2320 Luxembourg, Grand-Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 112.044, NID: 8880159772 (the “Bid”). Unless expressly provided otherwise hereinbelow, the terms defined in the Bid have the same meaning in this Announcement of Results.
On 25 September 2017 the Acceptance Period of the Bid expired. The Offeror hereby announces the results of the Bid in accordance with the Bid and Sec. 31 of Act No. 104/2008 Coll., on takeover bids, as amended.
1. As specified in the Bid, before commencement of the Acceptance Period of the Bid the Offeror owned a total of 949,376 shares of the Company, representing an approximately 10.83% share in the registered capital, and voting rights, of the Company
2. On the basis of the Bid the Offeror acquired 6 806 100 of the Shares, representing 77.66% share in the relevant issue of the Shares to which the Bid applied.
3. The Offeror did not acquire any of the Shares outside the Bid within the Acceptance Period of the Bid. Also, after the expiry of the Acceptance Period of the Bid to this date, the Offeror did not acquire any of the Shares outside the Bid.
4. The conditions for incurrence of additional bid duty have not been met.
27 September 2017
R2G Rohan Czech s.r.o. (“R2G Rohan”) confirms the completion of the review of acceptances tendered in its voluntary tender offer addressed to all shareholders of PEGAS NONWOVENS SA (“Pegas”) at a price of CZK 1,010 per share.
By the deadline of 5pm on 25 September 2017 R2G Rohan had received a total of 6,810,910 valid acceptances, representing 77.72% of the share capital of Pegas.
Together with its existing shares, and upon settlement on 5 October 2017, this will result in R2G Rohan owning 7,760,286 shares, representing 88.55% of the share capital of Pegas. As a result, no squeeze out or sell out thresholds have been met.
No shares were acquired during the binding period, other than through the offer.
R2G Rohan is an investment vehicle indirectly owned by the Šlemr family foundation, and software pioneers and entrepreneurs, Eduard Kučera and Pavel Baudiš.
26 September 2017
R2G Rohan Czech s.r.o. (“R2G Rohan”) announces the close of its voluntary tender offer addressed to all shareholders of PEGAS NONWOVENS SA (“Pegas”) at a price of CZK 1,010 per share.
By the deadline of 5pm on 25 September 2017 R2G Rohan had received a total of 6,148,301 acceptances tendered in accordance with the terms and conditions of the offer. Upon settlement this will result in R2G Rohan acquiring 6,148,301 shares in Pegas, representing 70.16% of the share capital.
A further 686,452 acceptances, representing 7.83% of the share capital, remain under review by the agent and advisers to R2G Rohan. Settlement will occur no later than 5 October 2017.
Prior to the binding offer period R2G Rohan held 949,376 shares, representing 10.83% of the share capital. No shares were acquired during the binding period, other than through the offer. Without the acceptances under review, this will result in R2G Rohan holding upon settlement 7,097,677 shares in Pegas, representing 80.99% of the share capital.
Jakub Dyba, Head of Direct Investments, of R2G commented:
“We are pleased with the outcome of our voluntary tender offer, which confirms that the offer price was attractive to shareholders. As the new majority owner of Pegas, we look forward to working with management and supporting the strategic growth of Pegas in Europe and beyond.“
R2G Rohan is an investment vehicle indirectly owned by the Šlemr family foundation, and software pioneers and entrepreneurs, Eduard Kučera and Pavel Baudiš.
Pegas is a major manufacturer of nonwoven fabrics used mainly for personal hygiene products, to a lesser extent in construction, agriculture and medical applications. It is primarily active in markets in Europe, the Middle East and Africa.
R2G is a family office based in Prague, which was established by industrialist Oldrich Šlemr in August 2016.
25 August 2017
R2G Rohan Czech s.r.o. (“R2G Rohan”) announces the launch of its voluntary tender offer addressed to all shareholders of PEGAS NONWOVENS SA (“Pegas”) at a price of CZK 1,010 per share.
The offer price was unanimously supported by the board of directors of Pegas. The board’s reasoned opinion will be published in full alongside the offer documents, which are available in Czech, English and Polish at https://www.r2g-rohan.cz
The offer price represents an 8.0% premium over the Pegas closing price on 14 July 2017 of 935.1 CZK and a record price for Pegas‘ shares prior to the publication of R2G Rohan’s intention to make the offer.
The offer will be open to acceptance until 25 September 2017.
Jakub Dyba, Head of Direct Investments, of R2G commented:
“We are pleased to announce the official launch of our voluntary tender offer, at a price which has the support of the board of Pegas and which is highly attractive to shareholders.”
R2G Rohan, as a long-term investor, will support the strategic growth of Pegas in Europe and beyond, and will be a partner to the Pegas management. R2G Rohan believes that it is in the long-term interests of Pegas to accumulate cash in order to enable it to undertake acquisitions in the nonwovens sector.
R2G Rohan is an investment vehicle indirectly owned by the Šlemr family foundation, and software pioneers and entrepreneurs, Eduard Kučera and Pavel Baudiš. As of the launch date, it owns 10.83% of Pegas.
Pegas is a major manufacturer of nonwoven fabrics used mainly for personal hygiene products, to a lesser extent in construction, agriculture and medical applications. It is primarily active in markets in Europe, the Middle East and Africa.
R2G is a family office based in Prague, which was established by industrialist Oldrich Šlemr in August 2016.
21 August 2017
R2G Rohan Czech s.r.o. confirms that it has received the Board of Directors of PEGAS NONWOVENS SA’s (“Pegas”) opinion with respect to its 1,010 CZK per share Voluntary Tender Offer for all shares of Pegas (the “Opinion of the Board of Directors”). As a result, all regulatory approvals and opinions in respect of its Voluntary Tender Offer have been received.
The text of the Voluntary Tender Offer together with the Opinion of the Board of Directors will be published upon its launch this Friday, 25 August 2017. The publication will be made on the official web page of R2G Rohan Czech s.r.o. at www.r2g-rohan.cz, in the Czech daily newspaper Hospodářské noviny, in the Polish daily newspaper Gazeta Giełdy i Inwestorów Parkiet and through the Polish information agency Polska Agencja Prasowa, all in accordance with the relevant legal requirements.
R2G Rohan Czech s.r.o. has engaged Česká spořitelna, a.s., a member of the Erste Group, as its agent for the purposes of the Voluntary Tender Offer and settlement. The text of the Voluntary Tender Offer will also be available at Česká spořitelna‘s web page www.csas.cz, in the News section .
R2G Rohan Czech s.r.o. is an investment vehicle indirectly owned by the family foundation of Oldřich Šlemr, and software pioneers and entrepreneurs, Eduard Kučera and Pavel Baudiš.
R2G Rohan Czech s.r.o. owns 10.82% of Pegas.
R2G is a family office based in Prague, which was established by industrialist Oldrich Šlemr in August 2016. R2G’s goal is to preserve and grow capital through conservative management and capital investments geared to long-term growth.
17 July 2017
R2G Rohan Czech s.r.o. (“R2G Rohan”), an investment vehicle indirectly owned by the Šlemr family foundation, and software pioneers and entrepreneurs, Eduard Kučera and Pavel Baudiš, announces that its corporate bodies decided on intention to launch a voluntary tender offer addressed to all shareholders of PEGAS NONWOVENS SA (“Pegas”) at a price of CZK 1,010 per share. Corporate bodies of the company decided to make the tender offer. The draft of the tender offer document will be submitted to the Czech National Bank for its approval.
The offered share price represents an 8% premium over the CZK 935.1 price at which Pegas’ shares ended trading on the Prague Stock Exchange on 14 July 2017 and an all time high since trading began.
R2G Rohan, as a long-term investor, will support the strategic growth of Pegas in Europe and beyond, and will be a partner to the Pegas management. R2G Rohan believes that it is in the long-term interests of Pegas to accumulate cash in order to enable it to undertake acquisitions in the nonwovens sector.
R2G is a family office based in Prague, which was established by industrialist Oldrich Šlemr in August 2016. R2G’s goal is to preserve and grow capital through conservative management and capital investments geared to long-term growth. Direct investments are implemented through R2G Club, an investment platform with assets exceeding € 1 billion and backed by three families, the Šlemr family and the families of software pioneers and entrepreneurs Eduard Kučera and Pavel Baudiš.
Pegas is a major manufacturer of nonwoven fabrics used mainly for personal hygiene products, to a lesser extent in construction, agriculture and medical applications. It is primarily active in markets in Europe, the Middle East and Africa.
