| Kazincbarcika, September 18, 2006 Subject: Extraordinary announcement Notice on the amendment of conditional change of influence BorsodChem Nyrt. hereby informs its investors and other participants of the capital markets that Kikkolux S.á.r.l. submitted the following notification to the Company: " The undersigned 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 (Rein és Társai Freshfields Bruckhaus Deringer Iroda, 1053 Budapest, Károlyi M. u. 12.), notifies you that the agreement (Agreement) which was concluded as of 6 July 2006 by and between the Option Holder and VCP Industrie Beteiligungen AG (registered office: Tegetthoffstrasse 7, 1010 Vienna, Austria) (Shareholder) and under which 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), was amended by the parties on 15th September, 2006 as follows: 1.) the Option Period has been extended and shall expire on 30 November 2006, provided that if it takes more than 15 days from the submission date for the Hungarian Financial Supervision Authority (HFSA) to approve the public purchase offer to be made by the Option Holder (or a subsidiary or affiliate of the Optionholder) for the ordinary shares of the Company then the Option Period shall be extended beyond 30 November 2006 by the number of additional calendar days it took HFSA to approve the public purchase offer over 15 days; and 2.) Shareholder has irrevocably undertaken to tender the Option Shares in the public purchase offer mady by the Option Holder (or a subsidiary of affiliate of the Optionholder) for the ordinary shares of the Company providing for a HUF 3,000.00 per share price and in the case of termination of such a public purchaser offer prior to the expiration of the Offer Period the prohibition on the transfer of the Option Shares provided for in the Agreement shall remain unaffected, except that in the case of termination due to a counter bid approved by the HFSA the Option Period shall expire with the lapse of the fifth banking day following the first day of the acceptance period of such counter bid. 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. The Agreement has not been amended in any other respect. Shareholdings of Permira Europe III LP1 and Permira Europe III LP2 in the Option Holder was transferred to Permira Europe IV LP2 on 14 September and on 15 September, 2006. Therefore Permira Europe IV L.P.2 as the direct holder of 96.6% of the shares of the Option Holder may, as the result of the exercise of the Option by the Option Holder (calculating its 96.6% ownership as 100% influence), reach an indirect influence of 21.83% in the Company through the exercise of the Option by the Option Holder. Permira Europe IV. 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 of 52.05% by Permira Europe IV L.P.2." Kay Gugler Chief Executive Officer ------------------------------------------------------------------------ Raport ten został równiez opublikowany na Budapesztańskiej Giełdzie Papierów Wartościowych oraz na Londyńskiej Giełdzie Papierów Wartościowych. Miklós Hanti Dyrektor Departamentu Relacji Inwestorskich | |
