Form 8 (OPD) - RHI Magnesita NV
In brief · summary, not quotable
RHI Magnesita N.V. has disclosed its public opening position as an offeror on October 13, 2026, with the latest practicable date for position holding being October 12, 2026. The company and its controllers currently hold no relevant securities, cash-settled derivatives, or stock-settled derivatives in RHI Magnesita N.V. ordinary shares, and have no rights to subscribe for new securities. However, individuals acting in concert with RHI Magnesita N.V. hold significant ordinary share positions, including Herbert Cordt with 350,000 shares (0.739%), and various entities such as MSP Stiftung holding 13,333,340 shares (28.146%). Additionally, several directors and executives, including Stefan Borgas and Ian Botha, have nil-cost performance options under the RHIM LTIP, with varying grant dates and vesting schedules.
Full announcement
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Rules 8.1 and 8.2 of the Takeover Code (the "Code")
KEY INFORMATION
| (a) Full name of discloser: | RHI Magnesita N.V. |
| (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | RHI Magnesita N.V. |
| (d) Is the discloser the offeror or the offeree? | OFFEROR |
| (e) Date position held: The latest practicable date prior to the disclosure | 12 October 2026 |
POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
| Class of relevant security: | Ordinary Shares of EUR 1.00 each | |||
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | Nil | Nil | Nil | Nil |
| (2) Cash-settled derivatives: | Nil | Nil | Nil | Nil |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | Nil | Nil | Nil |
| TOTAL: | Nil | Nil | Nil | Nil |
All interests and all short positions should be disclosed.
Rights to subscribe for new securities
| Class of relevant security in relation to which subscription right exists: | N/A |
| Details, including nature of the rights concerned and relevant percentages: | N/A |
- POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
- Holdings of ordinary shares by directors of RHI Magnesita N.V. and their close relatives Name / company name of registered shareholder Number of ordinary shares held Percentage of total issued share capital carrying voting rights Herbert Cordt 350,000 0.739 John Ramsay 4,890 0.010 Stefan Borgas and close relatives 135,582 0.286 Ian Botha 52,689 0.111 Karl Sevelda 2,000 0.004 Martin Kowatsch 1,223 0.003 b) Holdings of ordinary shares by persons acting in concert with members of the board of RHI Magnesita N.V. Name Number of ordinary shares held Percentage of total issued share capital carrying voting rights Elisabeth zu Sayn-Wittgenstein -Berleburg 1 126,076 0.266 Konstantin Winterstein 2 126,076 0.266 Silver Beteiligungsgesellschaft mbH 3 2,088,461 4.409 Chestnut Beteiligungsgesellschaft mbH 4 2,088,461 4.409 FEWI Beteiligungsgesellschaft mbH 5 1,891,292 3.992 MSP Stiftung 6 13,333,340 28.146 1 Elisabeth zu Sayn-Wittgenstein -Berleburg is a close relative of Stanislaus Prinz zu Sayn-Wittgenstein-Berleburg, a director of RHI Magnesita N.V. 2 Konstantin Winterstein is a close relative of Stanislaus Prinz zu Sayn-Wittgenstein-Berleburg , a director of RHI Magnesita N.V. 3 Silver Beteiligungsgesellschaft mbH is ultimately controlled by Konstantin Winterstein, a close relative of Stanislaus Prinz zu Sayn-Wittgenstein-Berleburg , a director of RHI Magnesita N.V. 4 Chestnut Beteiligungsgesellschaft mbH is ultimately controlled by Elisabeth zu Sayn-Wittgenstein-Berleburg, a close relative of Stanislaus Prinz zu Sayn-Wittgenstein-Berleburg , a director of RHI Magnesita N.V. 5 FEWI Beteiligungsgesellschaft mbH is held as to 50% by Elisabeth zu Sayn-Wittgenstein-Berleburg and as to 50% by Konstantin Winterstein who are close relatives of Stanislaus Prinz zu Sayn-Wittgenstein-Berleburg, a director of RHI Magnesita N.V. 6 MSP Stiftung is a foundation under Liechtenstein law, whose founder and beneficiary is Mag. Martin Schlaff a close relative of David Schlaff, a director of RHI Magnesita N.V. The members of the management board of MSP Stiftung are Michael Hason Johannes, Christian Gasser, and Hadrian Paul Meister. A Rule 8.3 disclosure in relation to this position was announced on 8 October 2026 at 9:15 CET.
- Options or awards over ordinary shares - RHI Magnesita N.V. Long Term Incentive Plan
| Name | Share plan | Grant date | Number of relevant securities | Exercise price | Vesting information | Expiry date |
|---|---|---|---|---|---|---|
| Stefan Borgas (CEO, Board director) | RHIM LTIP - nil cost Performance options | 9 March 2026 | 84,267 | Nil | Normally vests on the third anniversary of grant (9 March 2029), subject to performance conditions in the 2025 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Stefan Borgas (CEO, Board director) | RHIM LTIP - nil cost Performance options | 6 March 2025 | 67,238 | Nil | Normally vests on the third anniversary of grant (6 March 2028), subject to performance conditions in the 2024 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Stefan Borgas (CEO, Board director) | RHIM LTIP - nil cost Performance options | 7 March 2024 | 67,023 | Nil | Normally vests on the third anniversary of grant (7 March 2027), subject to performance conditions in the 2023 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Stefan Borgas (CEO, Board director) | RHIM LTIP - nil cost Performance options | 6 March 2023 | 93,771 | Nil | Vested on the third anniversary of grant (6 March 2026), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Ian Botha (CFO, Board director) | RHIM LTIP - nil cost Performance options | 9 March 2026 | 36,939 | Nil | Normally vests on the third anniversary of grant (9 March 2029), subject to performance conditions in the 2025 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Ian Botha (CFO, Board director) | RHIM LTIP - nil cost Performance options | 6 March 2025 | 29,476 | Nil | Normally vests on the third anniversary of grant (6 March 2028), subject to performance conditions in the 2024 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Ian Botha (CFO, Board director) | RHIM LTIP - nil cost Performance options | 7 March 2024 | 29,383 | Nil | Normally vests on the third anniversary of grant (7 March 2027), subject to performance conditions in the 2023 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Ian Botha (CFO, Board director) | RHIM LTIP - nil cost Performance options | 6 March 2023 | 41,112 | Nil | Vested on the third anniversary of grant (6 March 2026), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Ian Botha (CFO, Board director) | RHIM LTIP - nil cost Performance options | 8 March 2022 | 28,297 | Nil | Vested on the third anniversary of grant (8 March 2025), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Ian Botha (CFO, Board director) | RHIM LTIP - nil cost Performance options | 15 March 2021 | 3,366 | Nil | Vested on the third anniversary of grant (15 March 2024), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Rajah Jayendran (Chief Technology Officer) | RHIM LTIP - nil cost Performance options | 9 March 2026 | 24,152 | Nil | Normally vests on the third anniversary of grant (9 March 2029), subject to performance conditions in the 2025 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Rajah Jayendran (Chief Technology Officer) | RHIM LTIP - nil cost Performance options | 6 March 2025 | 19,271 | Nil | Normally vests on the third anniversary of grant (6 March 2028), subject to performance conditions in the 2024 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Rajah Jayendran (Chief Technology Officer) | RHIM LTIP - nil cost Performance options | 7 March 2024 | 19,212 | Nil | Normally vests on the third anniversary of grant (7 March 2027), subject to performance conditions in the 2023 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Rajah Jayendran (Chief Technology Officer) | RHIM LTIP - nil cost Performance options | 6 March 2023 | 26,882 | Nil | Vested on the third anniversary of grant (6 March 2026), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Rajah Jayendran (Chief Technology Officer) | RHIM LTIP - nil cost Performance options | 8 March 2022 | 14,418 | Nil | Vested on the third anniversary of grant (8 March 2025), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Rajah Jayendran (Chief Technology Officer) | RHIM LTIP - nil cost Performance options | 15 March 2021 | 1,791 | Nil | Vested on the third anniversary of grant (15 March 2024), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Rajah Jayendran (Chief Technology Officer) | RHIM LTIP - nil cost Performance options | 8 April 2020 | 2,735 | Nil | Vested on the third anniversary of grant (8 April 2023), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Gustavo Franco (Chief Customer Officer) | RHIM LTIP - nil cost Performance options | 9 March 2026 | 29,141 | Nil | Normally vests on the third anniversary of grant (9 March 2029), subject to performance conditions in the 2025 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Gustavo Franco (Chief Customer Officer) | RHIM LTIP - nil cost Performance options | 6 March 2025 | 23,251 | Nil | Normally vests on the third anniversary of grant (6 March 2028), subject to performance conditions in the 2024 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Gustavo Franco (Chief Customer Officer) | RHIM LTIP - nil cost Performance options | 7 March 2024 | 23,178 | Nil | Normally vests on the third anniversary of grant (7 March 2027), subject to performance conditions in the 2023 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Gustavo Franco (Chief Customer Officer) | RHIM LTIP - nil cost Performance options | 6 March 2023 | 32,428 | Nil | Vested on the third anniversary of grant (6 March 2026), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Gustavo Franco (Chief Customer Officer) | RHIM LTIP - nil cost Performance options | 8 March 2022 | 22,319 | Nil | Vested on the third anniversary of grant (8 March 2025), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Gustavo Franco (Chief Customer Officer) | RHIM LTIP - nil cost Performance options | 15 March 2021 | 12,439 | Nil | Vested on the third anniversary of grant (15 March 2024), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Gustavo Franco (Chief Customer Officer) | RHIM LTIP - nil cost Performance options | 8 April 2020 | 20,878 | Nil | Vested on the third anniversary of grant (8 April 2023), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Ticiana Kobel (EVP, Legal & Digital Transformation) | RHIM LTIP - nil cost Performance options | 9 March 2026 | 17,698 | Nil | Normally vests on the third anniversary of grant (9 March 2029), subject to performance conditions in the 2025 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Ticiana Kobel (EVP, Legal & Digital Transformation) | RHIM LTIP - nil cost Performance options | 6 March 2025 | 14,121 | Nil | Normally vests on the third anniversary of grant (6 March 2028), subject to performance conditions in the 2024 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Ticiana Kobel (EVP, Legal & Digital Transformation) | RHIM LTIP - nil cost Performance options | 7 March 2024 | 11,731 | Nil | Normally vests on the third anniversary of grant (7 March 2027), subject to performance conditions in the 2023 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Ticiana Kobel (EVP, Legal & Digital Transformation) | RHIM LTIP - nil cost Performance options | 6 March 2023 | 16,411 | Nil | Vested on the third anniversary of grant (6 March 2026), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Ticiana Kobel (EVP, Legal & Digital Transformation) | RHIM LTIP - nil cost Performance options | 8 March 2022 | 10,734 | Nil | Vested on the third anniversary of grant (8 March 2025), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Ticiana Kobel (EVP, Legal & Digital Transformation) | RHIM LTIP - nil cost Performance options | 15 March 2021 | 3,991 | Nil | Vested on the third anniversary of grant (15 March 2024), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Ticiana Kobel (EVP, Legal & Digital Transformation) RHIM LTIP - nil cost Performance options | RHIM LTIP - nil cost Performance options | 8 April 2020 | 229 | Nil | Vested on the third anniversary of grant (8 April 2023), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Simone Oremovic (EVP, People, Projects, Integration & Recycling) | RHIM LTIP - nil cost Performance options | 9 March 2026 | 17,698 | Nil | Normally vests on the third anniversary of grant (9 March 2029), subject to performance conditions in the 2025 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Simone Oremovic (EVP, People, Projects, Integration & Recycling) | RHIM LTIP - nil cost Performance options | 6 March 2025 | 14,121 | Nil | Normally vests on the third anniversary of grant (6 March 2028), subject to performance conditions in the 2024 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Simone Oremovic (EVP, People, Projects, Integration & Recycling) | RHIM LTIP - nil cost Performance options | 7 March 2024 | 11,731 | Nil | Normally vests on the third anniversary of grant (7 March 2027), subject to performance conditions in the 2023 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Simone Oremovic (EVP, People, Projects, Integration & Recycling) | RHIM LTIP - nil cost Performance options | 6 March 2023 | 16,411 | Nil | Vested on the third anniversary of grant (6 March 2026), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Simone Oremovic (EVP, People, Projects, Integration & Recycling) | RHIM LTIP - nil cost Performance options | 8 March 2022 | 10,734 | Nil | Vested on the third anniversary of grant (8 March 2025), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Simone Oremovic (EVP, People, Projects, Integration & Recycling) | RHIM LTIP - nil cost Performance options | 15 March 2021 | 5,470 | Nil | Vested on the third anniversary of grant (15 March 2024), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
| Simone Oremovic (EVP, People, Projects, Integration & Recycling) | RHIM LTIP - nil cost Performance options | 8 April 2020 | 8,882 | Nil | Vested on the third anniversary of grant (8 April 2023), subject to performance conditions in the 2022 Remuneration Report; shares must then be retained until the fifth anniversary of grant | N/A (nil cost option) |
- OTHER INFORMATION
- Indemnity and other dealing arrangements
None
- Agreements, arrangements or understandings relating to options or derivatives
None
Attachments
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) | NO |
| Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 13 October 2026 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.