Teraplast SA — M&A Activity 2020

Jul 24, 2020

CURRENT REPORT

in accordance with Law no. 24/2017 and ASF regulation no. 5/2018

Date of the announcement: 24.07.2020 Name of the issuer: TERAPLAST S.A.

Telephone/fax number: Tel./fax 0263-238202; 0263-231221 Number and date of registration with the Trade Registry: J06/735/1992 Fiscal registration number: 3094980 Subscribed and paid up share capital: 133.780.501,80 lei Regulated market on which the securities are admitted to trading: BVB, standard category Market Symbol: TRP

Registered seat: DN 15A, KM 45+500, SAT SARATEL, COMUNA SIEU-MAGHERUS, BISTRITA-NASAUD, Romania

Important events to report: Concluding agreement for significant disposal of assets by TeraPlast. TeraPlast sells the business lines operated by Terasteel S.A., Terasteel d.o.o. Serbia and Wetterbest S.A..

On 24 July 2020, the board of directors of TERAPLAST S.A. ("TeraPlast") is pleased to announce that it has today reached and signed an agreement with a wholly owned subsidiary of KINGSPAN GROUP PLC ("Purchaser"), regarding the sale by TeraPlast to the Purchaser of its sandwich panel, metallic roof tile and accessories businesses.

The acquisition will be structured as the sale by Teraplast of its entire shareholdings in the following companies: Terasteel S.A., Terasteel d.o.o. Serbia and Wetterbest S.A., together with their wholly owned subsidiaries Cortina WTB S.R.L. and Terasteel Slovakia SRO.

The agreement concluded between TeraPlast and the Purchaser is subject to customary closing conditions, including but without being limited to clearance from the relevant competition authorities and the absence of a material adverse change as contractually agreed by the parties. The transaction will be submitted for final approval to the Extraordinary General Shareholders Meeting of Teraplast SA. The Board of Directors feels the transaction is value accretive for the shareholders of Teraplast SA and recommends a positive vote.

Thus, closing of this transaction will be subject to these and other conditions precedent being satisfied.

The total consideration which will be received by TeraPlast from the Purchaser for the shares directly and indirectly held by TeraPlast in TeraSteel Romania, TerraSteel Serbia, Wetterbest, Cortina and TeraSteel Slovakia will be determined based on the headline price of 410,000,000

TERA
PLAST
GROUP

TeraPlast	TeraSteel	TeraGlass
TeraPlast	TeraSteel Serbia	wetterbest	TeraPlast

RON which may be adjusted downwards as at the date of completion based on the following formula:

• headline price, plus actual working capital, minus target working capital, plus actual cash, minus actual indebtedness.

The consideration will be paid in cash by the Purchaser to TeraPlast. There will be no payment in shares or other financial instruments issued by the Purchaser.

Because of the conditions precedent of the agreement between TeraPlast and the Purchaser and give that the final total price is based on a variable mechanism and will be set at a future date, there is no certainty that the agreement will be implemented at the price illustrated above or at all.

The sale of assets described above will not determine a change of the shareholders' structure of TeraPlast.

About TeraPlast

TeraPlast is the parent company of the TeraPlast Group - the largest Romanian manufacturer of construction materials. With a history of more than 120 years, a history full of ambitious development projects, the Group is today made up of: TeraPlast, TeraSteel Romania and Serbia, Wetterbest, TeraGlass, TeraPlast Recycling and TeraPlast Hungary.

TeraPlast company was listed on the Bucharest Stock Exchange on July 2, 2008. Starting March 2020, TeraPlast's shares are included under the BET reference index.

Kingspan Group plc, the global leader in high performance insulation and building envelopes, is listed on Euronext Dublin and the London Stock Exchange.

ALEXANDRU STÂNEAN

_________________

CEO of TeraPlast S.A.

Further information at e-mail: investor.relations@teraplast.ro phone: +40 741 270 439

GROUP Serbia	PLAST	TERA ZTTeraPlast TeraPlast® Hungary	TeraSteel TeraSteel	TeraGlass watterbest	TeraPlast Recycling
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