IMERYS (EPA:NK) - Imerys - Modalities of the payment of the 2019 dividend

Transparency directive : regulatory news

04/05/2020 18:18

PRESS RELEASE
PARIS, MAY 4, 2020

                Modalities of the payment of the 2019 dividend

The Combined Shareholders' General Meeting of Imerys which met today has
approved the distribution of a dividend of 1.72 euros per share (3rd
resolution) as well as the option for payment in whole or in part of the amount
of this dividend in shares (4th resolution).

The main terms and conditions relating to this payment of the 2019 dividend in
shares and / or in cash are as follows:

- Possible options

At the choice of each shareholder expressed as described below, the 2019
dividend will be payable:
* Option 1: entirely in new shares
* Option 2: entirely in cash
* Option 3: in new shares and in cash in the proportions chosen by such
  shareholder

- Issue price of new shares

The issue price is 21.12 euros per share, corresponding to 95% of the average
market price at the opening on the regulated market of Euronext Paris during
the 20 trading sessions preceding the date of the Shareholders' General Meeting
of May 4, 2020 reduced by the net amount of the dividend, this price being
rounded up to the nearest euro cent.

- Exercise of the option

* Shareholders who wish to opt for the payment of the dividend in whole or in
  part in shares must opt from May 19, 2020 pursuant to modalities and before
  the deadline specified above. If the option is not exercised by such
  deadline, the shareholder will receive the entire dividend in cash.

* The subscription shall be for a whole number of shares. If the amount of the
  dividend for which the payment option in shares is exercised does not
  correspond to a whole number of shares, the shareholder will receive the
  immediately lower whole number of shares with the balance paid in cash.

*  If your shares are pure registered:

As the payment in cash is the default option, each holder of pure registered
shares must express its choice for the payment of the dividend in full or in
part in shares (in this second case, with indication of the number of shares
concerned) by:

-> by using the OLIS-Shareholder website, by June 7, 2020 (23h59); or
-> by returning the form sent by CACEIS, duly completed, dated and signed: by
    mail to the following address: CACEIS Corporate Trust - OST Service
    Registry - 14 rue Rouget de Lisle, 92862 Issy les Moulineaux Cedex 09,
    France or by fax at +33 1 49 08 05 89, by June 4, 2020 to ensure its
    receipt by CACEIS no later than June 8, 2020 (morning).
    Please do not send your form directly to Imerys.

* If your shares are administered registered or bearer:

You must contact your financial intermediary authorized to pay said dividend.

- Rights attached to new shares

The new shares thus issued will be ordinary shares and will carry right to
immediate enjoyment. They will be the subject of a request for admission to
listing on the regulated market Euronext in Paris and will carry the same
rights and obligations as the existing ordinary shares and will be fully
assimilated to the other existing shares as from their issue.

- Maximum capital increase(1)

The maximum number of new shares that might be issued as payment of the
dividend in shares is 6,461,655 shares, representing a maximum 7.53% of the
capital and 5,12% of voting rights of the Company based on the share capital on
April 30, 2020 (i.e. 79,343,115 existing shares and 126,163,067 (net) voting
rights).

- Calendar

May 15, 2020
(before trading)      Date of ex-dividend

May 18, 2020          Record date

May 19, 2020          Opening of the option period for the payment of the
                      dividend in shares

June 8, 2020          Closing of the option period for the payment of the
                      dividend in shares

June 10, 2020         Announcement of the results of the option to pay the
                      dividend in shares

June 12, 2020         Delivery date of newly issued shares and payment of
                      dividend in cash

Warning

This press release constitutes the information document required under Article
1, paragraphs 4. (h) and 5. (g) of Chapter I of Regulation (EU) 2017/1129 of
the European Parliament and of the Council of 14 June 2017. It does not
constitute an offer to buy financial securities subject to the publication of a
prospectus. This press release and any other document relating to the payment
of the dividend in shares may only be distributed outside of France in
accordance  with  the laws and regulations applicable locally, and may not
constitute an offer of financial securities in countries where such an offer
would violate the locally applicable legislation. The option to receive the
dividend payment for the 2019 financial year in shares is thus open to all
shareholders of the Company, except those of shareholders residing in any
country for which such an option would require registration. or obtaining an
authorization from local stock exchange authorities; shareholders residing
outside of France must inform themselves of any local restrictions and
comply with them. The shareholders must inform themselves of the  conditions
and consequences relating to such an option and which could be applicable under
local law. For the tax aspects related to the payment of the dividend
in shares, the shareholders are invited to study their particular situation
with their tax adviser. When deciding whether to opt for a dividend payment
in  shares, shareholders must take into consideration the risks associated
with an investment in shares. For any additional information relating  to the
Company and the risks relating to the Group, please refer in particular to the
"Risk Factors" Chapter of the Company's 2019 Universal Registration Document
(available on the website www.imerys.com).

The world's leading supplier of mineral-based specialty solutions for industry
with EUR4.4 billion in revenue and 16,300 employees in 2019. Imerys
delivers high value-added, functional solutions to a great number of sectors,
from processing industries to consumer goods. The Group draws on its
understanding of applications, technological knowledge and expertise in
material science to deliver solutions by beneficiating its mineral resources,
synthetic minerals and formulations. Imerys' solutions contribute essential
properties to customers' products and their performance, including heat
resistance, hardness, conductivity, opacity, durability, purity, lightness,
filtration, absorption and water repellency. Imerys is determined to develop
responsibly, in particular by fostering the emergence of
environmentally-friendly products and processes.

(1) It is specified that this calculation does not take into account treasury
shares, it being recalled that in the event that when the payment is made, the
Company would hold some of its own shares, (i) the amount of the dividend
corresponding to these treasury shares held will not be paid and will be used
to carry over (ii) such own shares will be without voting rights.

The present document is a translation of the French language version provided
solely for the convenience of English-speaking users. In all matters of
interpretation, views or opinions expressed in the original language version of
the document in French take precedence over the translation. Only the French
language version is binding.

Analyst/Investor Relations:
Vincent Gouley: +33 (0)1 49 55 64 69
finance@imerys.com

Press contacts:
Claire Garnier: +33 (0)1 49 55 64 27
Hugues Schmitt (DGM Conseil): +33 (0)1 40 70 11 89

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IMERYS (EPA:NK) - Imerys - Modalities of the payment of the 2019 dividend

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