The capital increase involves up to 2,000,000 new shares
Vienna (pta013/20.04.2015/15:10) – NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.
UBM Realitätenentwicklung Aktiengesellschaft launches capital increase of up to 2,000,000 new shares in two tranches
- Institutional pre-placement of up to 1,353,543 new shares
- The price of the new shares to be determined using an accelerated book-building procedure is expected to be published on or about April 21, 2015
- Certain core shareholders waive approx. 67.7% of subscription rights
- The subscription and offer period is expected to commence on April 22, 2015
Existing UBM-shares will be listed in the standard market continuous segment of the Vienna Stock Exchange starting April 21, 2015
Vienna, April 20, 2015. Today UBM Realitätenentwicklung Aktiengesellschaft (“UBM” or the “Company”) today commences an offering of up to 2,000,000 new shares (ISIN AT0000A1DWA6). The new shares, which carry dividend rights starting with the financial year 2015 (but otherwise bear the same rights as the existing shares (ISIN AT0000815402)), will be issued following a share capital increase from the authorized capital in two tranches. The first tranche involves an offering of new shares to selected institutional investors (“Pre-Placement”) and will be followed by the second tranche, whereby existing UBM shareholders will be invited to exercise their subscription rights (“Rights Offering”) and investors will be able to acquire new shares, which have not been placed in the Pre-Placement and which are not subscribed for by UBM shareholders (“International Offering”).
The Pre-Placement, which starts today and is expected to be completed by tomorrow, in-volves up to 1,353,543 new shares, to be offered to selected institutional investors outside the United States of America in the course of a private placement. With regard to the new shares to be offered in the Pre-Placement, which correspond to approx. 67.7% of the total issue, existing UBM shareholders have waived their subscription rights in order to facilitate the allocation of the new shares intended for the PrePlacement at a subscription and offer price which is yet to be determined.
The subscription and offer price of the new shares in the Pre-Placement will be determined in an accelerated bookbuilding, taking into account the current price of the existing UBM shares on the Vienna Stock Exchange and will be announced and published on or about April 21, 2015. The subscription and offer price will apply to all new shares being offered in the Pre-Placement, the Rights Offering and the International Offering (together referred to as the “Offering”).
The Rights Offering and the International Offering are expected to commence on or about April 22, 2015 and will end on May 6, 2015 (“Subscription and Offer Period”). In the Rights Offering the existing UBM shareholders, holding existing UBM shares as of 24:00 (midnight) on April 21, 2015, will be invited to exercise their subscription rights (ISIN AT0000A1DW94) at the subscription and offer price. The subscription ratio is 3 to 1. As a result, existing shareholders (or holders of subscription rights, respectively) are entitled to subscribe for 1 new share for every 3 existing shares (or the same amount of subscription rights, respectively). In the International Offering the new shares which were not placed in the Pre-Placement and which are not subscribed for in the Rights Offering will be offered to interested investors in (i) a public offering in Austria and (ii) private placements outside of Austria and the United States of America at the subscription and offer price.
The existing shares of UBM (ISIN AT0000815402) will be traded in the standard market continuous segment of the Vienna Stock Exchange as of April 21, 2015 (change from the standard market auction segment).
Trading in the standard market continuous segment of the Vienna Stock Exchange of the new shares, which are allocated in the Pre-Placement, is expected to commence on or about April 23, 2015, and trading of the new shares allocated in the Rights Offering and International Offering is expected to commence on or about May 11, 2015. Each listing of new shares is conditional upon the registration of the respective tranche of the capital increase in the Companies Register. The new shares will be listed separately under ISIN AT0000A1DWA6 until the dividend ex-date of the existing shares of UBM (until, but excluding, May 22, 2015). Assuming the issue of all new shares, the share capital in UBM would increase by approximately 33% to a nominal amount of EUR 24,030,000 and the number of shares would increase to 8,010,000. The Company reserves the right to terminate the Offering in full or in part at any time.
The subscription rights will not be traded on a stock exchange.
The Ortner-Strauss syndicate, which holds around 48.3% of the shares of UBM prior to the Offering, has waived all subscription rights in order to facilitate the Pre-Placement. Therefore, it is expected that the syndicate’s shareholding will decrease to approx. 36.2% following the placement of all new shares.
The Company intends to use the net proceeds to finance the expansion of its business operations on the basis of the current development pipeline, to strengthen its equity base and to optimise its capital structure.
The UBM prospectus for the public offering in Austria has been approved by the Austrian Financial Market Authority today. It is available for download on the UBM website (http://www.ubm.athttp://www.ubm.at) and from UBM Realitätenentwicklung Aktiengesellschaft, Floridsdorfer Hauptstraße 1, 1210 Vienna, free of charge during usual business hours.
In connection with the Offering, Baader Bank AG and Erste Group Bank AG are acting as Joint Bookrunners and Joint Lead Managers.
Legal Notice/Disclaimer: This announcement does not constitute or form part of any prospectus or offering document or solicitation or invitation of any offer to exchange for or to buy any new shares or subscription rights; neither does it constitute a financial analysis or advice or recommendation regarding any financial instruments. A public offering by UBM Realitätenentwicklung Aktieng-esellschaft has not taken place yet. Any subscription orders, which we may receive, will currently be rejected. The Company’s prospectus approved by the Austrian Financial Market Authority and duly published, dated April 20, 2015, including any amendments and supplements, is available in electronic form on the Company’s website (www.ubm.at) and at UBM Realitätenentwicklung Aktiengesellschaft, Floridsdorfer Haupstraße 1, 1210 Vienna, free of charge during normal office hours. There will be no public offering outside of Austria.
In line with foreign securities laws, particularly the US Securities Act of 1933, as amended (“Securities Act”), new shares and subscription rights have not been registered and will not be registered with foreign securities authorities and in particular may not be offered or sold in the United States of America (“USA”) without registration or an exemption from the registration requirements of the Securities Act. This announcement may not be disseminated in the USA and/or within the USA and may not be distributed or forwarded to publications that are widely available in the USA. There will be no public offer of the securities in the United States.
This announcement is only directed at (i) persons who are outside the United Kingdom, or (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities falling within article 49(2)(a) to (d) of the Order (“high net worth companies, unincorporated associations etc.”; all such persons are referred to herein as “relevant persons”). Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any invest-ment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
Anna Vay, CEFA
Head of Investor Relations & Corporate Communications
UBM Development AG
phone: +43 (0)664 626 1314