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Wienerberger AG

Share Issue/Capital Change Sep 14, 2009

769_rns_2009-09-14_ea4cacc3-63fc-40bb-a63d-cf66522f6a53.pdf

Share Issue/Capital Change

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NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, UNITED KINGDOM, JAPAN OR AUSTRALIA

Wienerberger launches capital increase

  • Rights issue with subscription ratio of 2:5
  • Subscription price of EUR 10.0
  • Public offering to Austrian investors and private placement to international investors
  • Issue proceeds of at least EUR 335.8 million expected
  • Proceeds will be used to regain financial flexibility and position Wienerberger for a potential market rebound

Vienna, September 14, 2009 - Wienerberger AG announces the launch of a capital increase subject to the approval of the Financial Supervisory Authority (Finanzmarktaufsicht) anticipated for today. With the Supervisory Board's approval, the Managing Board of Wienerberger has decided to issue up to 33,579,075 new ordinary nopar value shares, representing 40% of the existing share capital. ABN AMRO, Morgan Stanley and UniCredit are acting as Joint Bookrunners and Underwriters in this transaction.

The existing share capital of the Company amounts to 83.9 million and will be increased to 117.5 million through the capital increase. The subscription ratio is 2:5, which means the rights offering to existing shareholders will be in the ratio of 2 new shares per 5 existing shares. The subscription price has been set at EUR 10.0, resulting in gross issue proceeds of at least EUR 335.8 million. The offer is mainly directed to existing Wienerberger shareholders, who can benefit from the lower, fixed subscription price by executing their subscription rights. The underwriter banks have guaranteed the placement or acquisition of the new shares at this price. With this transaction structure that provides for a capital increase at a fixed price with a discount to the market price, Wienerberger AG follows the procedure common for rights issues in Europe in order to accommodate the current market environment.

The subscription period for the new shares will start on September 15, 2009 and run through September 29, 2009, with the rights trading on the Vienna Stock Exchange from September 17 - September 23, 2009. This will allow shareholders not wanting to exercise their subscription rights to sell their rights at the market price. Shareholders and interested investors may acquire subscription rights to acquire new shares. The price of the subscription rights will develop according to supply and demand. The new shares for which subscription rights are not exercised will be placed with institutional investors in and outside Austria. Trading in the new shares is expected to start on October 1, 2009 on the Vienna Stock Exchange.

Issuance of up to 33.58 million new shares

Rights issue with 2:5 subscription ratio

Subscription period: Sept. 15 to Sept. 29, first day of trading: Oct. 1, 2009

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, UNITED KINGDOM, JAPAN OR AUSTRALIA.

Wienerberger has entered into an agreement with the Lybian Investment Authority ("LIA"), an investment fund of the Lybian state, pursuant to which LIA has committed to acquire, as part of the capital increase, up to 11.8 million shares of Wienerberger (representing up to 10 % of the outstanding shares after the capital increase) at the subscription price. LIA may acquire the new shares by means of subscription rights acquired in the rights offering or in the placement of new shares for which subscription rights are not exercised in the rights offering. LIA is a long-term investor and holds interests in a variety of international industrial enterprises. LIA has agreed not to sell, within a period of one year, any shares acquired in the capital increase provided its participation in Wienerberger after the capital increase reaches at least 5%. In addition, it was agreed that LIA shall, without the consent of Wienerberger, not acquire more than 15% in Wienerberger's share capital for a two year period.

Wienerberger intends to use the net proceeds from the offering to regain financial flexibility. "We will use the proceeds from the capital increase primarily to repay our debt and strengthen our balance sheet. Not only does such move increase our financial flexibility and maintains access to financial markets but also allows us in the medium term to support our rating. With this important step we position ourselves at the forefront of our industry. Although the financial crisis is not yet behind us, our robust capital structure will better position Wienerberger to create value going forward", explains Heimo Scheuch, CEO of Wienerberger the reasons for the capital increase.

Wienerberger is the world's largest producer of bricks and second largest in the clay roof tiles market in Europe, and also holds leading positions with pavers in Europe, with currently 236 plants in 26 countries. For the year ended December 31, 2008, the Group had revenues of EUR 2,431 million and operating EBITDA of EUR 440 million.

For additional information contact: Barbara Braunöck, Head of Investor and Public Relations T +43(1) 601 92-467 | [email protected]

Legal Disclaimer:

This press release serves marketing purposes in Austria and constitutes neither an offer to sell nor a solicitation to buy any securities of Wienerberger AG. A public offer may only be made in Austria after publication of a prospectus prepared in accordance with the provisions of the Austrian Capital Markets Act. Any securities orders received prior to the commencement of a public offer will be rejected. If a public offer is made in Austria, a prospectus prepared in accordance with the Austrian Capital Markets Act will be published at the homepage of the company under www.wienerberger.com and will be available free of charge at Wienerberger AG (Wienerbergstraße 11, A-1100 Vienna). Any offer of securities of Wienerberger AG in Austria will be made solely by means and on the basis of the published prospectus.

This press release is not for distribution in or into the United States of America and must not be distributed to U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended ("Securities Act")) or publications with a general circulation in the United States. This press release does not constitute an offer or invitation to purchase any securities in the United Agreement with the Lybian Investment Authority to acquire up to 11.8 million shares as part of the capital increase

Capital increase to regain financial flexibility and be well positioned for potential market rebound

Wienerberger: the world's largest producer of bricks

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, UNITED KINGDOM, JAPAN OR AUSTRALIA.

States. The securities of Wienerberger AG have not been registered under the Securities Act and may not be offered, sold or delivered within the United States or to U.S. persons absent from registration under or an applicable exemption from the registration requirements of the United States securities laws. There will be no public offer of securities of Wienerberger AG in the United States.

This press release 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.

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