26.06.2012 |
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.
- Size of cash capital increase: €500 million
- Subscription price of €10.50 per share; 47,619,048 new shares
- Subscription offer extended to existing shareholders at a subscription ratio of 10 (new shares) : 29 (existing shares or subscription rights)
- Subscription period expected to be from 28 June 2012 to 12 July 2012
- New Group structure as preparation for Re-IPO: reorganisation agreements signed and approved by the Supervisory Board subject to regulatory approval
UNIQA is initiating the previously announced cash capital increase in the amount of €500 million. The subscription period is expected to be from 28 June 2012 to 12 July 2012. The approval by the Austrian Financial Market Authority (FMA) of the capital market prospectus necessary for the measure is expected on 27 June 2012.
On 26 June 2012, the Management Board of UNIQA Versicherungen AG resolved, with the approval of the Supervisory Board, the issue of 47,619,048 new shares, corresponding to an interest in the company's existing share capital of approximately 33.3 per cent. The subscription price was set at €10.50 per share. The subscription ratio is 10:29. This means that, under the terms of the subscription offer, the existing shareholders have the right to subscribe for 10 new shares for every 29 of the existing shares or subscription rights held by them. Through the cash capital increase, the share capital of UNIQA Versicherungen AG will rise from €142,985,217 to €190,604,265. Deutsche Bank AG and Raiffeisen Centrobank AG were commissioned as joint global coordinators and joint bookrunners for the capital increase.
The cash capital increase will be offered to existing shareholders. The two core shareholders, Raiffeisen Zentralbank Österreich AG and its Group companies (RZB Group) and Austria Versicherungsverein Beteiligungs-Verwaltungs GmbH (Austria Beteiligungs-Verwaltung) will exercise their subscription rights in full and have also undertaken to subscribe for the shares not taken up by the other shareholders.
The subscription rights are scheduled for trading on the Vienna Stock Exchange between 4 and 6 July 2012. The first trading date for the new shares on the Vienna Stock Exchange is set for 18 July 2012. The new shares will be entitled to receive dividends for the entire 2012 financial year.
Further information can be found in the capital market prospectus, which will be published immediately after its approval by the FMA; this is expected to be granted on 27 June 2012.
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 (dependent 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.
UNIQA prepares for Re-IPO with new Group structure in 2012
UNIQA continues to see the Re-IPO as a central component of its growth strategy. The preliminary work is underway: on 26 June 2012, the Supervisory Board of UNIQA Versicherungen AG approved the measures necessary to create a streamlined, stock market-friendly Group structure in 2012 and the conclusion of the underlying agreements. These measures, which are to be implemented in September 2012, are as follows:
- Austria Versicherungsverein auf Gegenseitigkeit Privatstiftung (Austria Privatstiftung - the parent company of Austria Beteiligungs-Verwaltung) will contribute in kind its shareholding in UNIQA Personenversicherung AG (12,417,446 shares; 32.95 per cent) and Collegialität Versicherung auf Gegenseitigkeit (Collegialität) will contribute in kind its shareholding in UNIQA Personenversicherung AG (1,379,700 shares; 3.66 per cent) to the listed holding company UNIQA Versicherungen AG. As consideration for its in kind contribution, Austria Privatstiftung will receive 21,279,295 new shares with voting rights in UNIQA Versicherungen AG. Collegialität will receive 2,364,340 new shares with voting rights in UNIQA Versicherungen AG as consideration. Thus, the share capital of UNIQA Versicherungen AG will rise from €190,604,265 to €214,247,900.
- The implementation of this measure will mean that UNIQA Versicherungen AG has an interest in UNIQA Personenversicherung AG of 100 per cent. This will create a clear, stock market-friendly structure, as minority interests for UNIQA Personenversicherung AG will no longer be reported in the consolidated financial statements.
- The exchange ratio for the in kind contribution is based on an expert opinion prepared by Deloitte Audit Wirtschaftsprüfungs GmbH on the valuation of UNIQA Versicherungen AG and UNIQA Personenversicherung AG.
- Shareholder structure: the cash capital increase and capital increase through contribution in kind will impact UNIQA Versicherungen AG's shareholder structure. Depending on the degree to which the free float shareholders participate in the cash capital increase, the following shareholder structure will result post the two transactions: RZB Group up to 44.03 per cent, Austria Beteiligungs-Verwaltung up to 35.34 per cent, Austria Privatstiftung up to 9.93 per cent, and Collegialität 3.34 per cent, free float shareholders at least 8.11 per cent. Control over UNIQA Versicherungen AG remains unchanged. Control over UNIQA Versicherungen AG remains unchanged.
- UNIQA Sachversicherung AG and CALL DIRECT Versicherung AG are to be merged with UNIQA Personenversicherung AG as the acquiring entity. The merger will go ahead subject to prior implementation of the in kind contribution and the contribution of shares in UNIQA Personenversicherung AG. At the same time UNIQA Personenversicherung AG will be renamed UNIQA Österreich Versicherungen AG.
- UNIQA Versicherungen AG will contribute Salzburger Landes-Versicherung AG to the future UNIQA Österreich Versicherungen AG. Salzburger Landes-Versicherung will therefore become a wholly owned subsidiary of UNIQA Österreich Versicherungen AG. This is subject to prior implementation of the in kind contribution and the contribution of shares in UNIQA Personenversicherung AG.
- Raiffeisen Versicherung AG is selling 1% of the shares in FINANCE LIFE Lebensversicherung AG to the future UNIQA Österreich Versicherungen AG Personenversicherung AG. Thus, the two companies will each in future hold 50% in FINANCE LIFE Lebensversicherung AG.
- The measures described above are subject to approval by the Austrian Financial Market Authority, as the regulatory authority for the insurance industry. The agreements for the steps described above were signed on 26 June 2012. The additional resolutions by the executive bodies that are required for the implementation of the Group restructuring are scheduled for September 2012.
Legal notice
This press release 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.
This information neither contains an offer nor is a request or an invitation to make an offer to purchase or subscribe for shares in UNIQA Versicherungen AG. A public offer of shares in UNIQA Versicherungen AG may only be made in Austria following the publication of a prospectus prepared in accordance with the provisions of the Austrian Capital Markets Act. Any purchase orders relating to shares in UNIQA Versicherungen AG that are received prior to the start of a public offering shall be rejected. If a public offering is to take place in Austria, a prospectus shall be prepared in accordance with the provisions of the Austrian Capital Markets Act, published on the company's website at www.uniqagroup.com/kapitalerhoehung and made available at no cost at the head office of the company and at Raiffeisen Centrobank AG, Tegetthoffstraße 1, 1010 Vienna, and Deutsche Bank AG, Fleischmarkt 1, 1010 Vienna, during normal working hours.
This information may not be sent, either directly or indirectly, to the United States of America (including its territories, protectorates, states or the District of Columbia). This information is neither an offer nor part of an offer to purchase or subscribe for shares, nor is it a request to make an offer to purchase or subscribe for securities in the United States of America. The shares of UNIQA Versicherungen AG mentioned herein (the "shares") may not be offered or sold in the United States of America unless they are registered or exempt from the duty of registration in accordance with the current version of the U.S. Securities Act of 1933 (the "Securities Act"). The shares are not and shall not be registered in accordance with the Securities Act and shall not be offered or sold in the United States of America other than on the basis of an applicable exception from the duty of registration. The shares are not and shall not be offered outside of Austria, in particular not in the United States of America.
This press release is only addressed to persons (i) who are outside the United Kingdom or (ii) who have professional experience with investments within the meaning of Article 19 (5) of the current version of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) who are subject to Article 49 (2) (a) to (d) of the Order ("high net worth companies, unincorporated associations, etc.") (all such persons shall be hereinafter referred to as "relevant persons"). A person who is not a relevant person may not take action on the basis of, or rely upon, this press release or its content. Any investment or investment activity referred to by this press release shall only be available to relevant persons and shall only be undertaken with relevant persons.
Vienna, 26. June 2012