| Kazincbarcika, July 7, 2006 Re: Extraordinary announcement BorsodChem Rt. hereby informs its investors and other participants of the capital markets that Kikkolux S.á.r.l. (registered office: 282 route Longwy, L-1940 Luxembourg) submitted today the following notification to the Company: “Kikkolux S.á.r.l. (registered office: 282 route Longwy, L-1940 Luxembourg) (Option Holder), with reference to section 67 (7) of Act CXX of 2001 on the Capital Markets, through its legal representative (Oppenheim és Társai Freshfields Bruckhaus Deringer Ügyvédi Iroda, 1053 Budapest, Károlyi M. u. 12.), notifies you that as of 6 July 2006 the Option Holder and VCP Industrie Beteiligungen AG (registered office: Tegetthoffstrasse 7, 1010 Vienna, Austria) (Shareholder) concluded an option agreement (Agreement). Under the Agreement the Shareholder granted a call option (Option) to the Option Holder with respect to 17,757,015 pieces of registered ordinary shares (Option Shares) issued by BorsodChem Nyrt. (Company). The Option may be exercised by the Option Holder (or any third party designated by the Option Holder) at its discretion in the period between the date of the Agreement and 31 October 2006 at a per share option price of HUF 3,000. If the Option Holder will launch a public purchase offer for the shares of the Company, the Shareholder will be entitled to accept such offer. By exercising the Option, the Option Holder (or any third party designated by the Option Holder) will acquire the Option Shares. Currently the direct and indirect influence of the Option Holder in the Company is 0%. By acquiring the Option Shares the direct and indirect influence of the Option Holder (or any third party designated by the Option Holder) in the Company will increase to 21.83%. Together with the exercise of the other options granted to the Option Holder by other parties until the date of the Agreement with respect to the shares of the Company, the Option Holder is able to acquire 47,99% of all shares entitled to vote, which, disregarding the 6,346,050 employees shares bound by the auto-proxy arrangement with the Company, represent an aggregate direct and indirect control of 52.05% of all shares entitled to vote. Permira Europe III L.P.1 as the direct holder of 24.8% of the shares of the Option Holder may, as the result of the exercise of the Option by the Option Holder, reach an indirect influence of 5.41% in the Company through the exercise of the Option by the Option Holder. Permira Europe III L.P.1 may, together with the exercise of the other options granted to the Option Holder by other parties until the date of the Agreement with respect to the shares of the Company, reach an aggregate indirect influence of 11.9% in the Company which, disregarding the employee shares, results in the direct and indirect control of 12.91% by Permira Europe III L.P.1. Permira Europe III L.P.2 as the direct holder of 71.8% of the shares of the Option Holder may, as the result of the exercise of the Option by the Option Holder, reach an indirect influence of 21.83% in the Company through the exercise of the Option by the Option Holder (calculating its 71.8% ownership as 100% influence). Permira Europe III L.P.2 may, together with the exercise of the other options granted to the Option Holder by other parties until the date of the Agreement with respect to the shares of the Company, reach an aggregate indirect influence of 47.99% in the Company which, disregarding the employee shares, results in the direct and indirect control 52.05% by Permira Europe III L.P.2." Dr. János Illéssy Kay Gugler Deputy CEO Chief Executive Officer __________ Raport ten został również opublikowany na Budapesztańskiej Giełdzie Papierów Wartościowych oraz na Londyńskiej Giełdzie Papierów Wartościowych. Pełna treść niniejszego Raportu zostanie opublikowana w języku polskim w możliwie najkrótszym czasie, jednak nie pó¼niej niż w ciągu 5 dni od dnia dzisiejszego. Miklós Hanti Dyrektor Departamentu Relacji Inwestorskich. | |
