Closing of Tender Offer

The Offeror is a Portuguese company. The Offer is regulated by Portuguese law. Information distributed in connection
with the proposed Offer is subject to Portuguese disclosure requirements that are different from those of the United States.
Financial statements and financial information included herein are prepared in accordance with IFRS that may not be
comparable to the financial statements or financial information of United States companies. It may be difficult for you to
enforce your rights and any claim you may have arising under the U.S. federal securities laws in respect of the Offer, since
the Offeror is located in Portugal and all of its officers and directors are residents of Portugal. You may not be able to sue
the Offeror or its officers or directors in a Portuguese court for violations of the U.S. securities laws. Finally, it may be
difficult to compel the Offeror and its affiliates to subject themselves to a U.S. court’s judgment. The Offeror filed a
translation into English of a Portuguese language prospectus approved by the Portuguese Securities Commission under
form CB of the United States Securities and Exchange Commission.
SEMAPA - Sociedade de Investimento e Gestão, SGPS, S.A.
Public company
Head Office: Av. Fontes Pereira de Melo, n.º 14, 10.º Lisbon
Share Capital: 106,510,000 Euros
Corporate Person and Lisbon Companies Registry: 502.593.130
PRIVILEDGED INFORMATION
Under the terms and for the purpose of articles 16, 127 and 248 of the Portuguese
Securities Code we hereby inform, following the closing of the takeover offer for the
acquisition, in the form of an exchange offer, of shares issued by Semapa – Sociedade de
Investimento e Gestão, SGPS, S.A. (“Semapa”) registered with the Portuguese Securities
Commission (Comissão de Mercado de Valores Mobiliários) with an Offer period running
from 6 to 24 July 2015 (the “Offer”), that:
1.
OFFER RESULTS
Under the terms disclosed by Banco Português de Investimento, S.A., the incumbent
financial intermediary, the Offer results were the following:
Number of Shares
[unless otherwise expressed]
Offer results
Shares representing the share capital of Semapa
Semapa shares held by entities in any of the circumstances contemplated in article 20(1) of the
Portuguese Securities Code in respect of Semapa
Semapa treasury shares
106,510,000
58,042,546
5,530
Scope of the Offer
48,461,924
Shares representing the share capital of Semapa acquired by Semapa in the Offer
24,864,477
Shares acquired by Semapa in the Offer / Scope of the Offer
51.31%
Shares representing the share capital of Semapa not acquired by Semapa in the Offer
23,597,447
Shares representing the share capital of Portucel exchanged in the Offer
84,539,108
Cash consideration paid in the Offer (€)
The physical and financial settlement of the Offer shall occur next July 30 2015.
463.10
2.
SHARE CAPITAL REDUCTION
Considering the above Offer results Semapa will acquire 24,864,477 treasury shares
which, in accordance with the resolutions approved by Semapa’s Shareholders’
Meeting on 23 June 2015, will be immediately extinct through the reduction of
Semapa’s share capital following good settlement of the Offer, which shall occur on 30
July 2015.
Semapa’s share capital will be 81,645,523 Euros, comprising 81,645,523 shares with
the nominal value of 1 euro each.
3.
QUALIFIED HOLDINGS
Considering the Offer results and following good settlement of the Offer and the
abovementioned share capital reduction, more than two thirds of Semapa’s share
capital will be attributable to Sodim. Considering the 5,530 treasury shares held by
Semapa prior to the Offer which Semapa still holds, the qualified holding of Sodim
and related parties is the following:
Holder
Sodim, SGPS, S.A.
Directors of Sodim
Mafalda Mendes de Almeida de Queiroz Pereira Sacadura Botte
Lua Mónica Mendes de Almeida de Queiroz Pereira
Undivided inheritance of Maria Rita C.M.A. de Queiroz Pereira
Cimigest, SGPS, S.A.
Cimo - Gestão de Participações, SGPS, S.A.
Longapar, SGPS, S.A.
OEM - Organização de Empresas, SGPS, S.A.
Sociedade Agrícola da Quinta da Vialonga, S.A.
Subtotal:
No. shares
% shares
and voting
rights
% nonsuspended
voting rights
15.252.726
18,682%
18,683%
400
400
16.464
3.185.019
16.199.031
22.225.400
535.000
625.199
58.039.639
0,000%
0,000%
0,020%
3,901%
19,841%
27,222%
0,655%
0,766%
71,087%
0,000%
0,000%
0,020%
3,901%
19,842%
27,224%
0,655%
0,766%
71,092%
The qualified holding in Portucel attributable to Semapa will be below two thirds of the
share capital. This fact will be disclosed to Portucel under the legal applicable terms
for disclosure.
Lisbon, 28 July 2015
The Board of Directors