Wiener Städtische Allgemeine Versichererungs AG
euro adhoc: Wiener Städtische Allg. Vers. AG
Restructuring & Recapitalisations
/ Wiener Städtische Launches Capital Increase to Continue its Growth Strategy
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
30.11.2005
Please note: This is a translation; only the German version of this news release is authentic
Wiener Städtische, the largest Austrian insurance group, with about EUR 4.2 billion in premiums in 2004 conducts a capital increase to start on December 2 to consolidate further growth in particular in the countries of Eastern and Central Europe. The proceeds from the capital increase will go primarily into financing further growth of the group, above all by acquisitions in Central and Eastern Europe, but will also be used for financing the organic growth and generally optimizing the financial structure.
In the aggregate, up to 18,642,400 new shares will be offered within the scope of a capital increase. As a result, the share capital will be increased to up to 105,000,000 shares. The increase corresponds to about 21.6 percent of the existing share capital of Wiener Städtische. In addition, Wiener Städtische Wechselseitige Versicherungsanstalt-Vermögensverwaltung as the main shareholder of Wiener Städtische Allgemeine Versicherung AG will grant the initial purchasers an option to purchase up to 2,796,300 existing shares to cover over-allotments (Greenshoe). Since the main shareholder has retained the right to only exercise up to approximately 11 percent of its subscription rights, the main part of the transaction will therefore be offered to new investors.
The maximum subscription and offer price in the capital increase was set at EUR 54 today. The final subscription and offer price is expected to be set on 16th December 2005 based on an order book, established in the course of a book building process and taking into account the price of the shares of Wiener Städtische at the time of determining the subscription and offer price.
The shares are being offered in Austria in a public offering to retail investors, and outside Austria in a private placement to institutional investors, including the USA in accordance with Rule 144A of the US Securities Act.
Within the scope of the rights offering, each shareholder is offered the possibility to subscribe for three new shares for every 14 existing shares held. The subscription and offering period will run from December 2, 2005 to December 16, 2005. There will be no rights trading at any stock exchange. The final subscription and offer price is scheduled to be announced on December 16, 2005. The new shares are expected to be listed on the Official Market of the Vienna Stock Exchange (Prime Market) on December 20 for the first time.
Austrian retail investors will be offered a preferential allocation of up to 250 shares, provided they place their subscription order with Erste Bank, an Austrian savings bank or a member of the syndicate by December 14, 2005 at the latest.
Basic figures and data of the transaction:
Issuer: Wiener Städtische Allgemeine Versicherung Aktiengesellschaft Issuance volume: Up to 18,642,400 new shares with a theoretical share in the share capital of (rounded value) EUR 1.04 per share Over-allotment option: up to 2,796,300 shares, which are held by Wiener Städtische Wechselseitige Versicherungsanstalt-Vermögensverwaltung (Greenshoe shares) Subscription ratio: 14:3, 14 existing shares grant the right to subscribe to 3 new shares Rights trading: No rights trading is expected Subscription and offering period: December 2 to December 16, 2005. The right to end the offering period prematurely is reserved Maximum subscription and offer price: EUR 54 Subscription and offer price: Expected to be published on December 16, 2005 First listing of the new shares: The new shares are expected to be listed on the Official Market of the Vienna Stock Exchange (Prime Market Segment) from December 20, 2005 onwards Dividend entitlement of the new shares: As from January 1, 2005 Value date: December 21, 2005 ISIN AT0000908504 Preferential allotment for retail subscribers: Orders from retail investors for up to 250 shares which are placed with Erste Bank, an Austrian savings bank or a member of the selling group on or before December 14, 2005 will be allotted on a preferential basis
Note: A prospectus in correspondence with the (Austrian)
"Kapitalmarktgesetz" (Capital Markets Act) will be published on
December 1, 2005 and will be made available on the premises of Wiener
Städtische Allgemeine Versicherung Aktiengesellschaft, Schottenring
30, 1010 Vienna, Austria, and of Erste Bank der oesterreichischen
Sparkassen AG (main hall, information counter), Graben 21, 1010
Vienna, Austria, and can be obtained during the customary business
hours. The announcement ("Hinweisbekanntmachung") in the "Amtsblatt
der Wiener Zeitung" (Official Gazette) will be made on December 2,
2005. This is neither an offer nor an invitation to subscribe to, or
buy, the share in jurisdictions in which such an offer or such an
invitation is not permissible. In connection with the offer of the
shares, only the statements made in the prospectus are binding.
Furthermore, these materials are not being issued in the United
States of America and should not be distributed to United States
persons or publications with a general circulation in the United
States. These materials are not an offer for sale of the securities
in the United States. No public offering of the securities will be
made in the United States. The securities have not been registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and may not be sold in the United States absent registration
or an exemption from registration under the Securities Act.Not for distribution in or into the USA, Canada, Japan or Australia
Wiener Städtische Allgemeine Versicherung AG Schottenring 30 A-1010 Vienna ISIN: AT0000908504
end of announcement euro adhoc 30.11.2005 18:21:31
Further inquiry note:
Mag. Barbara Hagen-Grötschnig
Wiener Städtische Unternehmenskommunikation
Tel.: +43 (0)50 350-21027
Fax: +43 (0)50 350 99-21027
E-Mail: b.hagen@staedtische.co.at
Branche: Insurance
ISIN: AT0000908504
WKN: A0ET17
Index: ATX Prime, ATX, WBI
Börsen: Wiener Börse AG / official market
Original content of: Wiener Städtische Allgemeine Versichererungs AG, transmitted by news aktuell