EANS-Adhoc: Wienerberger commences sale of treasury shares through accelerated bookbuilding procedure
--------------------------------------------------------------------------------
Disclosed inside information pursuant to article 17 Market Abuse Regulation
(MAR) transmitted by euro adhoc with the aim of a Europe-wide distribution.
The issuer is responsible for the content of this announcement.
--------------------------------------------------------------------------------
Company Information
31.08.2021
Vienna - NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE
PROHIBITED BY APPLICABLE LAW.
Today, the Managing Board of Wienerberger AG (FN 77676f; the "Company") has
decided to offer institutional investors up to 2,500,000 treasury shares (ISIN
AT0000831706), i.e. up to 2.2% of the Company's share capital, by means of an
accelerated private placement (accelerated bookbuilding) and subject to an
exclusion of acquisition (subscription) rights of existing shareholders. The
Managing Board resolution dated 21 July 2021 on the exclusion of acquisition
rights of existing shareholders in case the sale of treasury shares is pursued,
which was published by means of inside information dissemination (adhoc
disclosure) on 21 July 2021, was approved by the Supervisory Board of the
Company on 10 August 2021.
The accelerated bookbuilding procedure will be initiated immediately. The final
number of treasury shares to be sold as well as the price per share will be
determined by the Managing Board of Wienerberger AG and announced after
completion of the accelerated bookbuilding procedure.
In the placement agreement, the Company entered into a customary lock-up
obligation of 90 days towards the Sole Global Coordinator of the accelerated
bookbuilding, according to which the Company is obliged to refrain i.p. from
disposing of or issuing shares or instruments with conversion right in shares of
the Company against contributions in cash, unless the Sole Global Coordinator
consents.
Net sales proceeds shall be used, amongst others, to take advantage of growth
opportunities in water and energy management within Wienerberger Piping
Solutions and for general corporate purposes.
Zwtl.: Disclaimer
As a publication pursuant to article 17 Market Abuse Regulation (EU) No. 596/
2014, pursuant to section 9 of the Austrian Publication Regulation 2018, this
information replaces the publication pursuant to section 4 para 2 of the
Austrian Publication Regulation 2018.
This publication is not for publication or distribution or release, directly or
indirectly, in or into the United States of America (including its territories
and possessions, any state of the United States and the District of Columbia),
Canada, Australia, South Africa, Japan or any other jurisdiction where such an
announcement would be unlawful. The distribution of this publication may be
restricted by law in certain jurisdictions and persons into whose possession
this document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such
jurisdiction. No action has been taken that would permit an offering of the
treasury shares or possession or distribution of this publication in any
jurisdiction where action for that purpose is required.
This publication does not constitute or form part of an offer for sale or
solicitation of an offer to purchase or subscribe for securities in the United
States, Canada, Australia, South Africa, Japan or any other jurisdiction and the
securities referred to herein have not been registered under the securities laws
of any such jurisdiction. The treasury shares have not been and will not be
registered under the United States Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of any State or any other
jurisdiction of the United States, and may not be offered or sold, directly or
indirectly, in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of, the Securities Act
and in compliance with all applicable securities laws of any State or any other
jurisdiction of the United States. No public offering of securities is being
made in the United States or in any other jurisdiction.
This publication has been prepared solely for the purpose of complying with
mandatory laws. The information set forth herein must not be distributed in any
jurisdiction where such distribution is unlawful and any recipients are
requested to inform themselves about and to observe such restrictions.
A sale of the shares referred to herein by Wienerberger AG will only be made in
accordance with all applicable corporate and securities laws.
Any shares referred to herein will exclusively be offered or sold in reliance on
any applicable exemptions from prospectus or registration requirements in any
jurisdiction. In member states of the European Economic Area, this publication
is only addressed to and directed at persons who are 'qualified investors'
within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended, the
"Prospectus Regulation"). In the United Kingdom, this publication is only
addressed to and directed at qualified investors within the meaning of the
Prospectus Regulation, as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended ("EUWA"), who are persons (i)
who have professional experience in matters relating to investments falling
within Article 19(5) (investment professionals) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"),
(ii) falling within article 49(2)(a) to (d) (high net worth companies,
incorporated associations, etc.) of the Order, or (iii) to whom it may otherwise
be lawfully communicated; any other persons in the United Kingdom should not
take any action on the basis of this publication and should not act on or rely
on it.
This publication does not constitute a recommendation concerning the private
placement. Potential investors should consult their professional advisors as to
the suitability of the private placement for the entity or person concerned.
Each of the banks accompanying the placement is acting for the Company only in
connection with the private placement and no one else, and will not be
responsible to anyone other than the Company for providing the protections
offered to clients nor for providing advice in relation to the private placement
treasury shares or the private placement, the contents of this publication or
any transaction, arrangement or other matter referred to in this publication.
In connection with the private placement, the banks accompanying the placement
or any of their respective affiliates may take up a portion of the treasury
shares as a principal position and in that capacity may retain, purchase, sell
or offer to sell for its own account such treasury shares and other securities
of the Company or related investments in connection with the private placement
or otherwise. The Managers do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Further inquiry note:
Elisabeth Falkner, Head of Investor Relations Wienerberger AG
t +43 1 601 92 10221 | investor@wienerberger.com
end of announcement euro adhoc
--------------------------------------------------------------------------------issuer: Wienerberger AG
Wienerbergerplatz 1
A-1100 Wien
phone: +43 1 60 192-0
FAX: +43 1 60 192-10159
mail: office@wienerberger.com
WWW: www.wienerberger.com
ISIN: AT0000831706, AT0000A2GLA0
indexes: ATX
stockmarkets: Wien
language: English
Original content of: Wienerberger AG, transmitted by news aktuell