EQS-News: STRABAG SE: Details concerning the implementation of resolved capital measures

EQS-News: STRABAG SE / Key word(s): Corporate Action
   STRABAG SE: Details concerning the implementation of resolved capital
   measures

   11.09.2023 / 08:02 CET/CEST
   The issuer is solely responsible for the content of this announcement.

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   NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION, DIRECTLY OR INDIRECTLY,
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   STRABAG SE: Details concerning the implementation of resolved capital
   measures

     • Capital reduction registered in the commercial register
     • Shareholders may choose to receive distribution of the capital
       reduction in the form of shares (“share-based option”) from 12
       September 2023 until 29 September 2023 at their custodian bank
     • No need to take action at present if distribution in cash is chosen
       (“cash-based option”)
     • Distribution in shares or cash expected to occur towards the end of
       the first quarter of 2024
     • Prospectus Exemption Document with implementation details published

   STRABAG SE, the listed European technology group for construction
   services, today announced details concerning the implementation of capital
   measures unanimously adopted at the 19th Annual General Meeting held on 16
   June 2023. Essentially, a conditional distribution will be made from the
   reserves of STRABAG SE, with each shareholder being entitled to receive
   the distribution in the form of new shares or cash.

   The objective of the measures is to reduce the stake held by MKAO
   “Rasperia Trading Limited” – a company controlled by sanctioned Russian
   citizen Oleg Deripaska – in STRABAG SE from 27.8% to below 25%. This
   should reduce relevant disadvantages and risks for STRABAG SE. In order to
   achieve this goal, the core shareholders – the Haselsteiner family, UNIQA
   and Raiffeisen – have contractually agreed to choose the share-based
   option.

   Next steps
   The capital reduction and resolution of the non-cash capital increase – as
   the initial steps of the resolved measures – have now been entered in the
   commercial register. Shareholders may now exercise their right to choose:

   Share-based option

     • Shareholders who choose the share-based option can notify their
       custodian bank, from 12 September 2023 until and including 29
       September 2023, 17:00 CEST, by means of a declaration of subscription
       and assignment. The declaration of subscription and assignment is
       available on the STRABAG SE website and at the custodian banks.
     • The new shares are expected to be registered towards the end of the
       first quarter of 2024 (following expiry of the statutory waiting
       period, fulfilment of the conditions and registration of
       implementation of the non-cash capital increase in the commercial
       register).

    
   Cash-based option

     • Shareholders who choose the cash-based option do not need to take any
       action at this time.
     • Expectations are that, towards the end of the first quarter of 2024,
       value rights will be automatically credited with respect to those
       shares for which the share-based option was not chosen (after expiry
       of the statutory period, fulfilment of the conditions and registration
       of implementation of the non-cash capital increase in the commercial
       register).
     • Shareholders can then redeem these value rights for cash. STRABAG SE
       will provide information on the exact modalities of the redemption
       separately.

   Shares will be distributed and value rights will be credited to accounts
   concurrently – towards the end of the first quarter of 2024.

   “As the STRABAG SE Management Board, we would be pleased if our
   shareholders supported these planned measures and opted in favour of the
   share-based option. In any event, these measures are not intended to
   reduce the free float”, says CEO Klemens Haselsteiner.

   Details about the share-based option
   The subscription price was set at EUR 36.20 per new share on the basis of
   a valuation report and is calculated on the basis of the amount of the
   distribution entitlement of EUR 9.05 per existing share and a subscription
   ratio of 4:1. This means that shareholders who choose the share-based
   option will be able to subscribe for one new share for every four existing
   shares. The subscription price does not have to be paid in cash because
   shareholders who choose the share-based option will fund the non-cash
   contribution via their distribution entitlement resulting from the capital
   reduction. The subscription price of the new shares no longer includes the
   distribution entitlement of EUR 9.05 per share.

   No separate subscription rights (in the form of a separate ISIN) will be
   credited to shareholders’ securities accounts. In order to ensure
   settlement, the shares for which the share-based option has been chosen
   will be transferred to a separate temporary ISIN AT0000A36HH9 “STRABAG SE
   – Distribution Share-Based Option”, which is expected to be traded in the
   Standard Market Auction segment of the Vienna Stock Exchange from the
   beginning of October 2023. These shares carry the same shareholder rights
   as the shares with the regular ISIN AT000000STR1. The temporary ISIN will
   be in place until registration of the new shares and will be tradable on
   the Vienna Stock Exchange. Once the new shares have been registered, the
   temporary ISIN will be automatically changed to the regular ISIN
   AT000000STR1.

   Until final conclusion of the annulment proceedings brought by MKAO
   “Rasperia Trading Limited” before the Klagenfurt Regional Court (case ref.
   21 Cg 20/23k) to contest the resolutions on agenda item 7 adopted at the
   19th Annual General Meeting, the new shares will also have a separate
   ISIN. The new shares will be admitted to official trading on the Vienna
   Stock Exchange (Standard Market Auction segment).

   Prospectus Exemption Document
   STRABAG SE today published a [1]Prospectus Exemption Document at
   www.strabag.com > Investor Relations > Annual General Meeting 2023, which
   contains the details of the distribution of the capital reduction in the
   form of shares.

   Disclosures:

   This communication constitutes neither a financial analysis nor advice or
   recommendation relating to financial instruments, nor an offer,
   solicitation, or invitation to buy or sell securities of STRABAG SE.

   The dissemination of this information and an offer to purchase securities
   of STRABAG SE are subject to legal restrictions in various jurisdictions.
   Persons who receive this document are requested to inform themselves of
   any such restrictions. This communication does not comprise an offer of
   securities for sale to, or the solicitation of an offer of securities for
   sale by, any person in the United States, Australia, Japan or any other
   jurisdiction in which such offer or solicitation would be unlawful.

   The subscription offer for the new shares (option of distribution from the
   capital reduction in the form of new shares) will be made solely on the
   basis of applicable provisions of European and Austrian law. Accordingly,
   no notices, approvals or authorisations for an offer have been or will be
   filed, arranged, or granted outside of Austria. Holders of securities
   should not expect to be protected by any investor protection laws
   applicable within any other jurisdiction.

   STRABAG SE has published a document (Prospectus Exemption Document)
   pursuant to Article 1(4)(h) and (5)(g) of the EU Prospectus Regulation
   (Regulation (EU) 2017/1129) in conjunction with section 13 (6) of the
   Austrian Capital Market Act (KMG) and section 4 of the Austrian Minimum
   Content, Publication and Language Regulation (MVSV) 2019 on the website of
   STRABAG SE, which contains details on the distribution of the capital
   reduction amount in the form of new shares. Interested shareholders should
   carefully read and consider the current version of the Prospectus
   Exemption Document (and the documents referred to therein), before making
   a decision concerning the exercise of their subscription rights (option of
   distribution from the capital reduction in the form of new shares).

   Neither subscription rights to new shares nor new shares have been or will
   be registered under the U.S. Securities Act of 1933, as amended (the
   “Securities Act”), or with any securities regulatory authorities of any
   state or other jurisdiction of the United States of America. Neither
   subscription rights nor new shares may be offered, sold, exercised,
   pledged or transferred, directly or indirectly, at any time into or within
   the United States of America or any other jurisdiction in which it would
   be unlawful to do so, except within the United States of America to
   qualified institutional buyers (“QIBs”) as defined in Rule 144A under the
   Securities Act or pursuant to an exemption from, or in a transaction not
   subject to, the registration requirements of the Securities Act or the
   applicable exemption provisions of any other state and provided there is
   no violation of applicable securities laws of any state of the United
   States of America or any other country.

   To the extent that this communication contains predictions, expectations
   or statements, estimates, opinions or forecasts about the future
   development of STRABAG SE (“forward-looking statements”), such
   forward-looking statements have been prepared on the basis of the current
   views and assumptions of the management of STRABAG SE. Forward-looking
   statements are subject to various assumptions made on the basis of current
   internal plans or external publicly available sources, which have not been
   separately verified or checked by STRABAG SE and which may prove to be
   inaccurate. Forward-looking statements are subject to known and unknown
   risks, uncertainties and other factors that may cause results and/or
   developments to differ materially from those expressed or implied in this
   communication. In light of these circumstances, persons who receive this
   communication should not place undue reliance on such forward-looking
   statements. STRABAG SE assumes no liability or warranty for such
   forward-looking statements and will not modify them based on future
   results and developments. The views and assessments expressed by STRABAG
   SE in this communication may also change after publication thereof.

   STRABAG SE is a European-based technology partner for construction
   services, a leader in innovation and financial strength. Our services span
   all areas of the construction industry and cover the entire construction
   value chain. We create added value for our clients by taking an end-to-end
   view of construction over the entire life cycle – from planning and design
   to construction, operation and facility management through to
   redevelopment or demolition. In all of our work, we accept responsibility
   for people and the environment: We are shaping the future of construction
   and are making significant investments in our portfolio of more than 250
   innovation and 400 sustainability projects. Through the hard work and
   dedication of our approximately 79,000 employees, we generate an annual
   output volume of around € 17 billion.

   Our dense network of subsidiaries in various European countries and on
   other continents extends our area of operation far beyond the borders of
   Austria and Germany. Working together with strong partners, we are
   pursuing a clear goal: to design, build and operate construction projects
   in a way that protects the climate and conserves resources. More
   information is available at www.strabag.com.

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   11.09.2023 CET/CEST This Corporate News was distributed by EQS Group AG.
   www.eqs.com

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   Language:    English
   Company:     STRABAG SE
                Donau-City-Straße 9
                1220 Vienna
                Austria
   Phone:       +43 1 22422 - 1174
   Fax:         +43 1 22422 - 1177
   E-mail:      [email protected]
   Internet:    www.strabag.com
   ISIN:        AT000000STR1
   Listed:      Vienna Stock Exchange (Official Market)
   EQS News ID: 1722203


    
   End of News EQS News Service


   1722203  11.09.2023 CET/CEST

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