Ad hoc: Wienerberger launches capital increase
(Thomson Reuters ONE) - NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, UNITED KINGDOM,JAPAN OR AUSTRALIA- Rights issue with subscription ratio of 2:5- Subscription price of EUR 10.0- Public offering to Austrian investors and privateplacement to international investors- Issue proceeds of at least EUR 335.8 million expected- Proceeds will be used to regain financial flexibility andposition Wienerberger for a potential market reboundVienna, September 14, 2009 - Wienerberger AG announces the launch ofa capital increase subject to the approval of the FinancialSupervisory Authority (Finanzmarktaufsicht) anticipated for today.With the Supervisory Board's approval, the Managing Board ofWienerberger has decided to issue up to 33,579,075 new ordinaryno-par value shares, representing 40% of the existing share capital.ABN AMRO, Morgan Stanley and UniCredit are acting as JointBookrunners and Underwriters in this transaction.Rights issue with 2:5 subscription ratioThe existing share capital of the Company amounts to 83.9 million andwill be increased to 117.5 million through the capital increase. Thesubscription ratio is 2:5, which means the rights offering toexisting shareholders will be in the ratio of 2 new shares per 5existing shares. The subscription price has been set at EUR 10.0,resulting in gross issue proceeds of at least EUR 335.8 million. Theoffer is mainly directed to existing Wienerberger shareholders, whocan benefit from the lower, fixed subscription price by executingtheir subscription rights. The underwriter banks have guaranteed theplacement or acquisition of the new shares at this price. With thistransaction structure that provides for a capital increase at a fixedprice with a discount to the market price, Wienerberger AG followsthe procedure common for rights issues in Europe in order toaccommodate the current market environment.Subscription period: Sept. 15 to Sept. 29, first day of trading: Oct.1, 2009The subscription period for the new shares will start on September15, 2009 and run through September 29, 2009, with the rights tradingon the Vienna Stock Exchange from September 17 - September 23, 2009.This will allow shareholders not wanting to exercise theirsubscription rights to sell their rights at the market price.Shareholders and interested investors may acquire subscription rightsto acquire new shares. The price of the subscription rights willdevelop according to supply and demand. The new shares for whichsubscription rights are not exercised will be placed withinstitutional investors in and outside Austria. Trading in the newshares is expected to start on October 1, 2009 on the Vienna StockExchange.Agreement with the Lybian Investment Authority to acquire up to 11.8million shares as part of the capital increaseWienerberger has entered into an agreement with the Lybian InvestmentAuthority ("LIA"), an investment fund of the Lybian state, pursuantto which LIA has committed to acquire, as part of the capitalincrease, up to 11.8 million shares of Wienerberger (representing upto 10 % of the outstanding shares after the capital increase) at thesubscription price. LIA may acquire the new shares by means ofsubscription rights acquired in the rights offering or in theplacement of new shares for which subscription rights are notexercised in the rights offering. LIA is a long-term investor andholds interests in a variety of international industrial enterprises.LIA has agreed not to sell, within a period of one year, any sharesacquired in the capital increase provided its participation inWienerberger after the capital increase reaches at least 5%. Inaddition, it was agreed that LIA shall, without the consent ofWienerberger, not acquire more than 15% in Wienerberger's sharecapital for a two year period.Capital increase to regain financial flexibility and be wellpositioned for potential market reboundWienerberger intends to use the net proceeds from the offering toregain financial flexibility. "We will use the proceeds from thecapital increase primarily to repay our debt and strengthen ourbalance sheet. Not only does such move increase our financialflexibility and maintains access to financial markets but also allowsus in the medium term to support our rating. With this important stepwe position ourselves at the forefront of our industry. Although thefinancial crisis is not yet behind us, our robust capital structurewill better position Wienerberger to create value going forward",explains Heimo Scheuch, CEO of Wienerberger the reasons for thecapital increase.Wienerberger: the world's largest producer of bricksWienerberger is the world's largest producer of bricks and secondlargest in the clay roof tiles market in Europe, and also holdsleading positions with pavers in Europe, with currently 236 plants in26 countries. For the year ended December 31, 2008, the Group hadrevenues of EUR 2,431 million and operating EBITDA of EUR 440million.Download the press release from www.wienerberger.com. If you do notwish to receive the Wienerberger newsletter any longer, send ane-mail with subject: "unsubscribe newsletter" tocommunication(at)wienerberger.com.For additional information contact:Barbara Braunöck, Head of Investor and Public RelationsT +43(1) 601 92-467 | communication(at)wienerberger.comLegal Disclaimer:This press release serves marketing purposes in Austria andconstitutes neither an offer to sell nor a solicitation to buy anysecurities of Wienerberger AG. A public offer may only be made inAustria after publication of a prospectus prepared in accordance withthe provisions of the Austrian Capital Markets Act. Any securitiesorders received prior to the commencement of a public offer will berejected. If a public offer is made in Austria, a prospectus preparedin accordance with the Austrian Capital Markets Act will be publishedat the homepage of the company under www.wienerberger.com and will beavailable free of charge at Wienerberger AG (Wienerbergstraÿe 11,A-1100 Vienna). Any offer of securities of Wienerberger AG in Austriawill be made solely by means and on the basis of the publishedprospectus.This press release is not for distribution in or into the UnitedStates of America and must not be distributed to U.S. persons (asdefined in Regulation S under the U.S. Securities Act of 1933, asamended ("Securities Act")) or publications with a generalcirculation in the United States. This press release does notconstitute an offer or invitation to purchase any securities in theUnited States. The securities of Wienerberger AG have not beenregistered under the Securities Act and may not be offered, sold ordelivered within the United States or to U.S. persons absent fromregistration under or an applicable exemption from the registrationrequirements of the United States securities laws. There will be nopublic offer of securities of Wienerberger AG in the United States.This press release is directed only at persons (i) who are outsidethe United Kingdom or (ii) who have professional experience inmatters relating to investments falling within Article 19(5) of theFinancial Services and Markets Act 2000 (Financial Promotion) Order2005 (as amended) (the "Order") or (iii) who fall within Article49(2)(a) to (d) ("high net worth companies, unincorporatedassociations etc.") of the Order (all such persons together beingreferred to as "Relevant Persons"). Any person who is not a RelevantPerson must not act or rely on this communication or any of itscontents. Any investment or investment activity to which thiscommunication relates is available only to Relevant Persons and willbe engaged in only with Relevant Persons.This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 14.09.2009 - 08:04 Uhr
Sprache: Deutsch
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