13.07.2012 |
The information in this press release is not intended for publication in or tansmission to or within the United States of America, Australia, Canada or Japan.
Upon termination of the subscription offer, UNIQA Versicherungen AG ("UNIQA") has placed all 47,619,048 new shares offered in the cash capital increase. The subscription price was €10.50 per share. Upon implementation of the cash capital increase, the share capital of UNIQA will be increased from €142,985,217 to €190,604,265.
Under the subscription offer, existing shareholders could subscribe for 10 new shares in exchange for each 29 shares/subscription rights held by them. By exercising their own subscription rights and taking up subscription rights that were not exercised, Raiffeisen Zentralbank Österreich Aktiengesellschaft and its Group companies (RZB-Group) and Austria Versicherungsverein Beteiligungs-Verwaltungs GmbH (Austria Beteiligungs-Verwaltung), as the core shareholders of UNIQA, ensured that all new shares could be placed.
After implementation of the cash capital increase, the shareholder structure of UNIQA will be as follows: RZB-Group 49.23 per cent, Austria Beteiligungs-Verwaltung 39.39 per cent, Collegialität Versicherung auf Gegenseitigkeit (Collegialität) 2.51 per cent, free float shareholders 8.44 per cent, treasury shares 0.43 per cent. Control of UNIQA will remain unchanged; RZB-Group, Austria Beteiligungsverwaltung and Collegialität, which are bound by a shareholders´ agreement among themselves, will together hold 91.13 per cent of the voting rights.
The proceeds from the cash capital increase are intended to strengthen UNIQA's capital position and solvency and, alongside the planned improvements resulting from the Group's envisaged strategic repositioning programme UNIQA 2.0 and the expected proceeds from the planned Re-IPO in 2013 (depending on capital markets conditions), shall form the basis to capture growth opportunities in particular in Central and Eastern Europe (CEE). UNIQA plans to consistently expand the Group's sales network in CEE to capture organic growth opportunities there. Furthermore, management expects opportunities for acquisitions and thus for expansion of its market positions in existing markets, as some competitors may begin to withdraw from CEE.
The first trading date of the new shares in official trading on the Vienna Stock Exchange (Prime Market segment) is expected to be 18 July 2012. Payment and delivery of the new shares is expected to take place on 18 July 2012. The new shares have full entitlement to dividends for the 2012 financial year.
Deutsche Bank AG and Raiffeisen Centrobank AG were commissionedas joint global coordinators and joint bookrunners.
In kind capital increase
To establish a streamlined, market-friendly Group structure in preparation for the planned Re-IPO (depending on the market environment), in September 2012 Austria Versicherungsverein auf Gegenseitigkeit Privatstiftung (Austria Privatstiftung) and Collegialität will contribute their shareholdings in UNIQA Personenversicherung AG into the listed holding company UNIQA as contributions in kind and (as described in detail in the ad-hoc disclosure dated 26 June 2012) will receive 23,643,635 new shares with voting rights in UNIQA as consideration. As a result of this step, the share capital of UNIQA will be increased from €190,604,265 to €214,247,900. UNIQA Personenversicherung AG will thus become a wholly-owned subsidiary of UNIQA and its earnings can therefore be reported in their full amount in the consolidated earnings of UNIQA in the future (no deduction of minority interests).
After implementation of the capital increase in kind (and taking into account the cash capital increase), the shareholder structure of UNIQA will be as follows: RZB-Group 43.80 per cent, Austria Beteiligungs-Verwaltung 35.05 per cent, Austria Privatstiftung 9.93 per cent, Collegialität 3.34 per cent, and free float shareholders 7.51 per cent, treasury shares 0.38 per cent. Control of UNIQA will remain unchanged. RZB-Group, Austria Privatstiftung, Austria Beteiligungs-Verwaltung and Collegialität will together hold 92.11 per cent of the voting rights.
Legal notice
This ad hoc disclosure contains statements concerning the future development of the UNIQA Group. These statements are estimates based on all of the information available to us at the publication date. If the underlying assumptions fail to occur, the actual results may differ from the results currently expected. Accordingly, no liability is accepted for these statements.
These materials are 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 of America. The shares of UNIQA Versicherungen AG (the "Shares") mentioned herein may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act").
The Shares have not been, and will not be, registered under the Securities Act and will not be offered or sold in the United States, except on the basis of applicable exemptions from the registration requirement. There will be no public offering in the United States or anywhere outside of Austria.
This communication is directed only at persons (i) who are outside the United Kingdom or (ii) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) who fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This communication is not an offer of shares for sale or a solicitation of an offer to purchase any shares in UNIQA Versicherungen AG. The Shares have already been sold.
Vienna, 13. July 2012