EANS-Adhoc: UNIQA Insurance Group AG
UNIQA sets subscription and offer price
at EUR 8.00 per share
-------------------------------------------------------------------------------- ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement. -------------------------------------------------------------------------------- Capital measures/Re-IPO 09.10.2013 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN UNIQA sets subscription and offer price at EUR 8.00 per share - Gross proceeds of EUR 757 million successfully raised - In the aggregate, 94,752,100 shares (including over-allotment shares) placed with investors - Free-float will significantly increase up to 35.4% (assuming full exercise of the greenshoe option) Vienna, 09 October 2013. The Management Board of UNIQA Insurance Group AG ("UNIQA"), with the approval of the executive committee of UNIQA's Supervisory Board, has resolved on the subscription and offer price and the aggregate number of shares (including over-allotment shares) to be placed with investors in the context of its Re-IPO. The subscription and offer price was set at EUR 8.00 per share with a total of 94,752,100 shares (including 6,650,000 over-allotment shares) being allocated to investors resulting in total proceeds of EUR 757 million (incl. over-allotment shares). In aggregate, 88,102,100 new shares (excluding over-allotment shares) will be issued, increasing UNIQA's share capital from EUR 214,247,900 by EUR 88,102,100 to EUR 302,350,000. If the Joint Global Coordinators and Bookrunners fully exercise their greenshoe option and if accordingly up to 6,650,000 additional shares will be newly issued at the final subscription and offer price in the course of a further capital increase by excluding statutory subscription rights, UNIQA's share capital will increase from EUR 302,350,000 by EUR 6,650,000 to EUR 309,000,000. The EUR 757 million proceeds from the capital increase will be used to strengthen UNIQA's capitalization and thus allow the continued implementation of the strategy program UNIQA 2.0 as well as provide strategic flexibility for future growth. With the successful Re-IPO, UNIQA achieved another crucial milestone in its strategy to open the company to the capital markets. Given that existing Austrian core shareholders (footnote) did neither sell any shares as part of the Re-IPO nor exercise their subscription rights, UNIQA's free float will significantly increase from 6.9 % to 35.4% (assuming full exercise of the greenshoe option). This is expected to increase the trading liquidity in UNIQA's shares and improve UNIQA's long-term access to capital markets. Furthermore, UNIQA aims to be included in the main index of the Vienna Stock Exchange, the ATX, as soon as possible. Total retail demand amounts to 2.9% in terms of the total offering. UNIQA offered its eligible employees in Austria to subscribe for new shares on a discount basis. Almost every 6th eligible employee participated with an average order size of around EUR 5,200, resulting in gross proceeds of approximately EUR 3.6 million. Trading in the new shares is expected to start on or about 11 October 2013. Delivery of the shares is expected to take place as planned on or about 14 October 2013. Deutsche Bank, Morgan Stanley and Raiffeisen Centrobank are acting as Joint Global Coordinators and Joint Bookrunners for the transaction. Barclays, Berenberg and UBS are acting as Co-Bookrunners. KBW is acting as advisor to UNIQA Footnote: UNIQA's core shareholders are Raiffeisen Zentralbank Österreich AG ("RZB"), Austria Versicherungsverein auf Gegenseitigkeit Privatstiftung ("Austria") and Collegialität Versicherungsverein Privatstiftung ("Collegialität"). Assuming a full exercise of the greenshoe option, RZB will hold 31.4% of UNIQA's shares indirectly through BL Syndikat Beteiligungs Gesellschaft m.b.H., RZB Versicherungsbeteiligung GmbH and UQ Beteiligung GmbH, Austria 30.6% directly and indirectly through Austria Versicherungsverein Beteiligungs-Verwaltungs GmbH, and Collegialität 2.3% directly. LEGAL NOTICE This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase shares (the "Shares") of UNIQA Insurance Group AG (the "Company" or "UNIQA") in the United States, Austria or any other jurisdiction. The Shares have already been sold. This announcement must not be distributed outside of Austria, in particular not in or into the United States of America, Canada, Japan or Australia, to "U.S. persons" as defined in Regulation S of the U.S. Securities Act of 1933, or to any publication media with a general circulation in or into the United States of America, Canada, Japan or Australia. The Shares have not been and will not be registered under the U.S. Securities Act of 1933 or with any securities regulatory authority of any state or other jurisdiction of the United States. No U.S. federal or state securities commission or regulatory authority has approved or disapproved of the Shares or passed upon the adequacy or accuracy of the information in this announcement. Any statement to the contrary is a criminal offense in the United States of America. There will be no public offering of the Shares in or into the United States or outside of the United States to "U.S. persons" as defined in Regulation S under the Securities Act. The Shares have not been and will not be registered under the applicable securities laws of Canada, Japan or Australia and, subject to certain exceptions, may not be offered or sold directly, or indirectly, in or into Canada, Japan, or Australia. This announcement contains statements that refer to future developments of UNIQA. These statements are appraisals that are made based on all information available to UNIQA at the current point in time. If the assumptions on which they are based do not occur, actual events may vary from the results currently expected. For this reason, UNIQA cannot accept liability for such statements. Further inquiry note: UNIQA Insurance Group AG Norbert Heller Tel.: +43 (01) 211 75-3414 mailto:norbert.heller@uniqa.at end of announcement euro adhoc -------------------------------------------------------------------------------- issuer: UNIQA Insurance Group AG Untere Donaustraße 21 A-1029 Wien phone: 01/211 75-0 mail: investor.relations@uniqa.at WWW: http://www.uniqagroup.com sector: Insurance ISIN: AT0000821103 indexes: WBI, ATX Prime stockmarkets: official market: Wien language: English
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