EQS-Adhoc: UNIQA Insurance Group AG: UNIQA, Raiffeisen Holding and Haselsteiner Familien-Privatstiftung agree to form new syndicate and will make a mandatory offer with the participation of STRABAG SE

EQS-Ad-hoc: UNIQA Insurance Group AG / Key word(s): Investment
   UNIQA Insurance Group AG: UNIQA, Raiffeisen Holding and Haselsteiner
   Familien-Privatstiftung agree to form new syndicate and will make a
   mandatory offer with the participation of STRABAG SE

   18-Aug-2022 / 15:31 CET/CEST
   Disclosure of an inside information acc. to Article 17 MAR of the
   Regulation (EU) No 596/2014, transmitted by EQS - a service of EQS Group
   AG.
   The issuer is solely responsible for the content of this announcement.

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   UNIQA, Raiffeisen Holding and Haselsteiner Familien-Privatstiftung agree
   to form new syndicate and will make a mandatory offer with the
   participation of STRABAG SE

   The Supervisory Board of UNIQA Insurance Group AG has today approved the
   new syndicate agreement between UNIQA Insurance Group AG and Group
   companies, Raiffeisen-Holding NÖ-Wien registrierte Genossenschaft mit
   beschränkter Haftung (registered co-operative with limited liability) and
   group company, as well as Haselsteiner Familien-Privatstiftung (private
   family foundation), Dr Hans Peter Haselsteiner and Klemens Haselsteiner
   (constituting together the “core shareholders”), and the associated
   submission of a takeover offer. The new syndicate agreement aims to
   maintain the existing controlling holding in STRABAG SE.

   The core shareholders will, as bidders, make an (anticipatory) public
   mandatory offer in accordance with Section 22 et seq. of the Austrian
   Takeover Act for acquisition of all outstanding no-par bearer shares in
   STRABAG SE (ISIN AT000000STR1) that are not owned by the bidders or by
   legal entities acting in conjunction with the bidders, at an offer price
   of € 38.94 per STRABAG share (“the offer”). The offer price corresponds to
   the average market price for STRABAG shares weighted according to the
   respective trading volumes over the last six months up to and including
   17 August 2022 (legal minimum price as defined in Section 26(1) of the
   Austrian Takeover Act).

   Due to European sanctions law (EU Regulation No 269/2014 and EU
   Implementing Regulation No 2022/581) the offer will not apply to the
   28,500,001 STRABAG shares held by MKAO Rasperia Trading Limited
   (“Rasperia”) (directly controlled by Oleg Deripaska). The offer will be
   subject to the following condition subsequent: If, during the offer period
   (including the extended deadline), Rasperia obtains the right to trade its
   shareholding in STRABAG, either by removal of the EU sanctions or by
   consent from the sanctioning authority, this will result in withdrawal of
   the offer, such that neither the offer nor any declarations of acceptance
   from shareholders will be legally effective. In this case, also the
   syndicate agreement will not be effective.

   Since this condition applies until the end of the statutory three-month
   extended deadline for the offer, settlement of the offer in accordance
   with Section 25b(2) of the Austrian Takeover Act will only take place
   within ten trading days after the end of the extended offer period.

   The bidders (together with legal entities acting in conjunction) currently
   control a total of 59,281,132 ordinary shares, constituting approximately
   57.78% of the share capital of STRABAG SE, but since Rasperia cannot
   exercise its voting rights due to the sanctions, the bidders obtained
   passive control in accordance with section 22b of the Austrian Takeover
   Act and, therefore, are limited to exercising only 26% of all voting
   rights. The offer will therefore aim to acquire not more than
   14,818,867 shares, constituting approximately 14.44% of the share capital
   of STRABAG. The offer is made in order to remove the limitation of voting
   rights pursuant to section 22b Austrian Takeover Act.

   The offer proposal will be published in accordance with the deadlines
   mandated by takeover law, after consent is received from the Austrian
   Takeover Commission. A statutory grace period of three months applies.
   There is no minimum acceptance threshold for the offer. The effectiveness
   of the syndicate agreement and completion of the offer are conditional
   upon approval by the Hungarian and any other relevant competition
   authorities.

   STRABAG SE is participating in the offer and has agreed with the bidders
   to acquire up to 10,260,000 of the shares included in the offer,
   comprising not more than 10% of the share capital, at the same price as
   the offer price (€ 38.94), as own shares. The bidders will acquire these
   shares in trust for STRABAG SE as part of the offer.

   With an acceptance rate of 100% UNIQA would acquire 1,139,717 additional
   STRABAG shares.

    

    

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   18-Aug-2022 CET/CEST News transmitted by EQS Group AG. www.eqs.com

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   Language:    English
   Company:     UNIQA Insurance Group AG
                Untere Donaustraße 21
                1029 Vienna
                Austria
   Phone:       +43 1 211 75-0
   E-mail:      [email protected]
   Internet:    www.uniqagroup.com
   ISIN:        AT0000821103
   WKN:         928900
   Indices:     ATX
   Listed:      Vienna Stock Exchange (Official Market)
   EQS News ID: 1423421


    
   End of Announcement EQS News Service


   1423421  18-Aug-2022 CET/CEST

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