EANS-Adhoc: Kommunalkredit Austria AG
Partial sale of Kommunalkredit: FIMBAG
signs share purchase agreement with a buyer consortium
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
other
13.03.2015
Kommunalkredit Austria AG (KA), referring to the ad-hoc announcement dated 11
August 2014 and based on information just received from Finanzmarktbeteiligung
Aktiengesellschaft des Bundes (FIMBAG), notifies the following: In the process
aimed at the partial sale of KA announced in the ad-hoc disclosure dated 11
August 2014, a significant interim step has been achieved as of today. FIMBAG,
which holds 99.78% of the shares of KA in trust for the Republic of Austria, has
signed a share purchase agreement with a buyer consortium, consisting of the
English Interritus Limited, initiated by Dr. Patrick Bettscheider, and the Irish
Trinity Investments Limited, managed by the London-based asset manager Attestor
Capital LLP, (Consortium), providing, inter alia, for the following:
- The entire business operations of KA, including all its subsidiaries, will be
transferred to a newly incorporated company (KA New) by way of a proportionate
demerger according to §1.2.2 First Scenario of the Austrian Demerger Act
(Spaltungsgesetz). This includes loans and securities of the existing company in
the amount of approximately EUR 3.5 billion out of total assets according to the
Austrian Commercial Code of approximately EUR 4.3 billion.
- The part of KA remaining after this restructuring step (KA Residual) with
total assets of approximately EUR 7 billion will be merged into KA Finanz AG
(KF).
- The effectiveness of the share purchase agreement and the execution of the
demerger are subject to a number of pre-conditions and approvals to be granted
by the competent bodies of KA, i.e. the Supervisory Board and the Annual General
Meeting, as well as the competent bank supervisory authorities, the European
Commission and other authorities. The transaction, through which the Consortium
will take over the 99.78% share in KA New held by FIMBAG, is intended to be
closed by the end of the second quarter.
The partial sale of KA and the sale of the shares held by FIMBAG in KA New are
in compliance with the Amendment Decision of the European Commission of 19 July
2013, on the basis of which a sale is permitted up to 50% of the total assets
according to the Austrian Commercial Code reported as of that date, and the
public tender published by FIMBAG on 14 August 2014.
Within the framework of the demerger of KA for new incorporation, certain
liabilities arising from securities issued by KA and admitted to trading on a
regulated market are to be transferred to KA New and/or to KF within the
framework of the merger of KA Residual with KF. The securities assigned to KA
New and KF, which are admitted to trading on a regulated market, are specified
in Section 1.1 (KA New) and Section 1.2 (KF).
Within the framework of the demerger of KA for new incorporation, the rights of
holders of special rights, as defined in §15.5 of the Austrian Demerger Act,
shall be adequately compensated at their respective economic value. The special
rights, which are admitted for trading on a regulated market, are specified in
Section 2.
Section 1.1: Securities admitted for trading on a regulated market which, in the
event of execution of the demerger, will be assigned to KA New
XS0104786263; XS0163624504; XS0186736228; XS0187975262; XS0205974701;
XS0210167218; XS0213230047; XS0214564972; XS0214981812; XS0215839019;
XS0215865287; XS0218474533; XS0218834843; XS0219327524; XS0241451581;
XS0252593198; XS0252786669; XS0253410236; XS0267998481; XS0270872640;
XS0271821513; XS0299062389; XS0302365134; XS0340901908; CH0020669583;
CH0022280058; CH0024015452; CH0025662831
Section 1.2: Securities admitted for trading on a regulated market which, in the
event of execution of the demerger, will be assigned to KF
AT0000329859; XS0180539420; XS0235597068; XS0236776877; XS0255439803;
XS0261832942; XS0592235187; XS0973424152; XS1003354252; XS1015492595;
XS1016032457; XS1017111029; XS1020014608; XS1033673440; XS1040273267;
XS1045121784; XS1045221063; XS1046170699; XS1072804484
Section 2: Holders of special rights, as defined in §15.5 of the Demerger Act,
whose rights will be adequately compensated in the event of execution of the
demerger
XS0252707624; XS0285503248; XS0493857576; XS0495988072; XS0495993668
ISIN:
AT0000329859; XS0104786263; XS0163624504; XS0180539420; XS0186736228;
XS0187975262; XS0205974701; XS0210167218; XS0213230047; XS0214564972;
XS0214981812; XS0215839019; XS0215865287; XS0218474533; XS0218834843;
XS0219327524; XS0235597068; XS0236776877; XS0241451581; XS0252593198;
XS0252707624; XS0252786669; XS0253410236; XS0255439803; XS0261832942;
XS0267998481; XS0270872640; XS0271821513; XS0285503248; XS0299062389;
XS0302365134; XS0340901908; XS0495988072; XS0592235187; XS0973424152;
XS1003354252; XS1015492595; XS1016032457; XS1017111029; XS1020014608;
XS1033673440; XS1040273267; XS1045121784; XS1045221063; XS1046170699;
XS1072804484; CH0020669583; CH0022280058; CH0024015452; CH0025662831;
Stock exchanges:
Vienna, Luxembourg, Zurich
For enquiries please contact:
Kommunalkredit Austria AG
Investor Relations
Dinah Reiss
1092 Wien/Vienna, Türkenstraße/Tuerkenstrasse 9
Tel./Phone: +43/1/31 6 31-678
Fax: +43/1/31 6 31-505 oder/or 99678
Mail: d.reiss@kommunalkredit.at
WWW: www.kommunalkredit.at
Issuer: Kommunalkredit Austria AG
Tuerkenstrasse 9
A-1092 Vienna
Phone: +43/1/31 6 31
Fax: +43/1/31 6 31-105
Email: kommunal@kommunalkredit.at
WWW: www.kommunalkredit.at
Sector: banks
ISIN: -
Indices:
Stock exchanges: Vienna Stock Exchange
Language: English
Further inquiry note:
Kommunalkredit Austria AG
Treasury - Investor Relations
Dinah Reiss
1092 Wien/Vienna, Türkenstraße/Tuerkenstrasse 9
Tel./Phone: +43/1/31 6 31-678
Fax: +43/1/31 6 31-505 oder/or 99678
Mail: d.reiss@kommunalkredit.at
end of announcement euro adhoc
--------------------------------------------------------------------------------
issuer: Kommunalkredit Austria AG
Türkenstraße 9
A-1092 Wien
phone: +43 1 31 6 31
FAX: +43 1 31 6 31 105
mail: kommunal@kommunalkredit.at
WWW: www.kommunalkredit.at
sector: Banking
ISIN: -
indexes:
stockmarkets: stock market: Wien
language: English
Original-Content von: Kommunalkredit Austria AG, übermittelt durch news aktuell