DGAP-WpÜG: Pflichtangebot

Target company: Braas Monier Building Group S.A.; Bidder: Marsella Holdings S.à r.l. Dissemination of an announcement according to the German Securities Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a service of EQS Group AG. The bidder is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. Publication pursuant to sec. 10 para. 1 in conjunction with sec. 29 para. 1, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG)) Bidder: Marsella Holdings S.à r.l. 40, avenue Monterey L-2163 Luxembourg registered with the Luxembourg Trade and Companies Register under number B 203.378 Target company: Braas Monier Building Group S.A. 4, rue Lou Hemmer L-1748 Senningerberg Luxembourg registered with the Luxembourg Trade and Companies Register under number B 148.558 ISIN: LU1075065190 The offer document will be published on the Internet once such publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) at: http://www.standardindustriesoffer.com Information on the Bidder On September 15, 2016, Marsella Holdings S.à r.l. (the 'Bidder'), a wholly- owned subsidiary of Standard Industries Inc. (U.S.) with its registered office in Luxembourg, decided to announce a voluntary public takeover offer to the shareholders of Braas Monier Building Group S.A. (the 'Company'), with its registered office in Luxembourg, to acquire all of their shares in the Company, each with a nominal value of EUR 0.01 (ISIN LU1075065190), by way of a cash offer. In exchange for each share of the Company tendered to the Bidder, the Bidder will offer EUR 25.00 in cash as consideration, subject to the final determination of the minimum price and the final terms set forth in the offer document. Prior to the date hereof, the Bidder has entered into definitive agreements with 40N Latitude SPV-F Holdings S.à r.l and Monier Holdings S.C.A., who directly hold an aggregate of approximately 40% of the Company's share capital. Pursuant to these agreements, the aforementioned shareholders have irrevocably undertaken to accept the voluntary public takeover offer for all shares of the Company held by such shareholders. The public takeover offer will be made in accordance with the terms and conditions set forth in the offer document, in particular customary conditions to closing, including, inter alia, the required antitrust clearance by the European Commission and other applicable antitrust authorities. To the extent legally permissible, the Bidder reserves the right to deviate in the final terms of the offer document from the information described herein. The offer document will be made available on the Internet at http://www. standardindustriesoffer.com after the approval of the publication has been granted by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). The period for the acceptance of the takeover offer will be published on the same website. Important Notice This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of the Company. The final terms and further provisions regarding the public takeover offer will be disclosed in the offer document after its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). To the extent legally permissible, the Bidder reserves the right to deviate in the final terms of the public takeover offer from the basic information described herein. Investors and holders of securities of the Company are strongly recommended to read the offer document and all announcements in connection with the public takeover offer as soon as they are published, since they contain or will contain important information. The offer will be made under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG)) and the laws of the Grand Duchy of Luxembourg, in so far as they are applicable. The offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the Grand Duchy of Luxembourg. Thus, no other announcements, registrations, admissions or approvals of the offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors in, and holders of, securities in the Company cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the Grand Duchy of Luxembourg, in so far as they are applicable. Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public takeover offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction. The Bidder reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares outside the offer on or off the stock exchange. If such further acquisitions take place, information about such acquisitions, stating the number of shares acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay. To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words 'will', 'expect', 'believe', 'estimate', 'intend', 'aim', 'assume' or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting together with the Bidder. Such forward-looking statements are based on current plans, estimates and forecasts, which the Bidder and the persons acting together with the Bidder have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting together with the Bidder. These expectations and forward- looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. The Bidder and the persons acting together with the Bidder do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assumptions or other factors. Luxembourg, September 15, 2016 Marsella Holdings S.à r.l. End of WpÜG announcement The 15.09.2016DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart