AMG announces that Safeguard International Fund, L.P. initiates an orderly transition of its AMG shareholding

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Beleggingsadvies 01/09/2010 18:53
Amsterdam, 1 September 2010 --- AMG Advanced Metallurgical Group N.V. ("AMG", EURONEXT AMSTERDAM: "AMG") was informed by its largest shareholder, Safeguard International Fund, L.P. and affiliates ("Safeguard International") that Safeguard International has begun an orderly transition of all of its shareholdings in AMG to its Limited Partners. As previously announced, Safeguard International, owner of 7.8 million AMG shares, is scheduled to dissolve on 31 March 2011 and intends to transition their AMG shareholdings no later than 30 September 2010.

All Limited Partners in Safeguard International have been given the opportunity to participate in an accelerated book built offering to investors. The private placement is expected to involve approximately 3 million AMG shares held by Safeguard International. The Royal Bank of Scotland N.V. is acting as sole global coordinator and sole bookrunner on behalf of Safeguard International for the private placement, which has been launched this afternoon after close of business. A further announcement regarding the results of the private placement will be released by AMG in due course.

The balance of the shares owned by Safeguard International are being distributed to the Safeguard International Limited Partners. The distributed shares are subject to a lock-up until the end of the transition process on 30 September 2010. Those Limited Partners consist of approximately 20 institutions and individuals, one of which owns slightly over 5% of the outstanding share capital of AMG following the distribution.

As a result of the distribution of AMG shares by Safeguard International, Dr. Heinz Schimmelbusch, Chief Executive Officer and Chairman of the Management Board and one of the partners of Safeguard International, has acquired and now directly holds an additional 229,247 shares in AMG. This increases Dr. Schimmelbusch's direct share ownership in AMG, excluding options, to 243,397 shares, or approximately 1% of the total outstanding share capital.

AMG will not purchase or acquire any AMG shares as a result of this distribution by Safeguard International, including in the private placement.

About the Private Placement
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The AMG shares mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").

The AMG shares may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

In the European Economic Area, this announcement and any offer shall be directed only at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (2003/71/EC). No prospectus is or shall be prepared or published.

This announcement is only directed at persons outside the United Kingdom or persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or Article 49(2)(a) to (d) of the Order, or other persons to whom it may lawfully be communicated in accordance with the Order and without contravening Section 21 of the Financial Services and Markets Act 2000. In the case of investment professionals, this announcement is only directed at persons having professional experience in matters relating to investments, and the investment or investment activity to which this announcement relates is only available to and will be engaged in with such persons. Persons who do not have professional experience in matters relating to investments should not rely or act on the contents of this announcement.

The Royal Bank of Scotland N.V. ("RBS") is acting exclusively for Safeguard International Fund, L.P. and for no one else in connection with the private placement and will not be responsible to anyone other than Safeguard International Fund, L.P. for providing the protections afforded to the customers of RBS or for providing advice in relation to the private placement or any transaction or arrangement referred to herein.

Amsterdam, 2 September 2010 --- AMG Advanced Metallurgical Group N.V. ("AMG", EURONEXT AMSTERDAM: "AMG") was informed by its largest shareholder, Safeguard International Fund, L.P. and affiliates ("Safeguard International") that Safeguard International has successfully completed an orderly transition of all of its shareholdings in AMG. As previously announced, Safeguard International was an owner of 7.8 million AMG shares. Safeguard International is scheduled to dissolve on 31 March 2011 and it intended to transition its AMG shareholdings no later than 30 September 2010.

As part of the transition of its shareholdings, Safeguard International has distributed 4.7 million shares of AMG common stock to certain of its Limited Partners. The remaining Limited Partners of Safeguard International will receive the net proceeds of its private placement of 3.1 million shares of AMG common stock, which was priced on 2 September and is expected to be settled on 7 September.

The Royal Bank of Scotland N.V. acted as sole global coordinator and sole bookrunner on behalf of Safeguard International for the private placement.

"We thank Safeguard International for its long term support of AMG. We also look forward to working with our new investors, including those Safeguard International investors which will continue to hold AMG shares. We are obviously pleased that the uncertainty related to the expected distribution of AMG shares by Safeguard International has been removed", stated Dr. Heinz Schimmelbusch, Chief Executive Officer and Chairman of the Management Board of AMG.



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