EQS-News: STRABAG SE: Share-based option was chosen for 88% of eligible shares

EQS-News: STRABAG SE / Key word(s): Corporate Action
   STRABAG SE: Share-based option was chosen for 88% of eligible shares

   02.10.2023 / 08:00 CET/CEST
   The issuer is solely responsible for the content of this announcement.

   ══════════════════════════════════════════════════════════════════════════

   NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION, DIRECTLY OR INDIRECTLY,
   INTO OR WITHIN THE UNITED STATES OF AMERICA, AUSTRALIA OR JAPAN OR ANY
   OTHER JURISDICTION WHERE SUCH PUBLICATION IS UNLAWFUL

   STRABAG SE: Share-based option was chosen for 88% of eligible shares

     • Subscription period for choosing the share-based option ended on 29
       September 2023
     • Core shareholders – Haselsteiner family, UNIQA and Raiffeisen – chose
       share-based option
     • 26.4% of free float shareholders (excluding treasury shares) also
       opted to receive new shares
     • Approx. 15.6 million new shares expected to be issued in the course of
       the ordinary non-cash capital increase in March 2024
     • Stake in STRABAG SE held by sanction affected MKAO “Rasperia Trading
       Limited” will fall below 25% as a result

   At the 19th Annual General Meeting of STRABAG SE held on 16 June 2023, a
   number of capital measures were unanimously approved. The objective of
   these measures is to reduce the stake in STRABAG SE held by MKAO “Rasperia
   Trading Limited” – a company controlled by the sanctioned Russian citizen
   Oleg Deripaska – from 27.8% to below 25%. This should reduce relevant
   disadvantages and risks for STRABAG SE.

   At the core of these measures is a conditional distribution from the
   reserves of STRABAG SE, in the context of which each shareholder can elect
   to receive the distribution in the form of new shares or in cash.

   The subscription period for choosing the share-based option ended on 29
   September 2023. As contractually agreed in advance, the core shareholders
   – the Haselsteiner family, UNIQA and Raiffeisen – chose the share-based
   option. In addition, 26.4% of the free float shareholders of STRABAG SE
   also elected to receive new shares, thus supporting the objective of the
   ongoing measures: to reduce the stake in STRABAG SE held by MKAO “Rasperia
   Trading Limited”.

   Accordingly, for 87.6% of eligible shares the share-based option was
   chosen. This corresponds to 60.9% of the company’s share capital. This
   means that the acceptance ratio – one of the conditions for the
   distribution – has been met.

   In the course of the ordinary non-cash capital increase in March 2024,
   around 15.6 million new shares will be issued, subject to registration of
   the implementation of the capital increase in the commercial register.
   This corresponds to an increase in the company’s share capital by 15.2%.

   The stated acceptance ratio is preliminary and may be subject to
   modifications due to technical factors. The final acceptance ratio for the
   share-based option, along with the final number of new shares to be issued
   in the course of the non-cash capital increase, is expected to be
   published on the [1]website of STRABAG SE on (or around) 6 October 2023.

   Given this acceptance ratio it is ensured that the stake in STRABAG SE
   held by MKAO “Rasperia Trading Limited” will fall below 25%, specifically
   to around 24.1%. The reduction will take effect after the registration of
   the implementation of the capital increase and the issuance of the new
   shares.

   “On behalf of the entire Management Board of STRABAG SE, I would like to
   thank our valued shareholders for their broad support of the ongoing
   capital measures. As STRABAG SE, we are acting in compliance with the
   European sanctions and are consistently implementing measures to reduce
   risks and disadvantages for the company“, says CEO Klemens Haselsteiner.

   As a result of the gratifyingly high acceptance ratio for the share-based
   option, the tendered (existing) shares are expected to be tradable and
   deliverable under the temporary ISIN AT0000A36HH9 in continuous trading on
   the Vienna Stock Exchange (“Prime Market” segment) – not in the “Standard
   Market Auction” segment as originally planned – from 6 October 2023. They
   will bear this temporary ISIN until delivery of the new shares (which is
   anticipated towards the end of the first quarter of 2024), following which
   they will be transferred back to the regular ISIN AT000000STR1.

   The new shares will be delivered after registration of the implementation
   of the capital increase against non-cash contributions in the commercial
   register. This is expected to be towards the end of the first quarter of
   2024, following expiry of the six-month waiting period and fulfilment of
   the other conditions for the distribution.

   For the cash distribution, no action needs to be taken at this time.
   Tentatively towards the end of the first quarter of 2024, uncertificated
   securities 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 uncertificated securities for cash. STRABAG SE will
   provide information on the exact modalities of the redemption separately.

   Notes:

   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
   regarding any such restrictions. This communication does not constitute 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 (election 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 shares. Interested shareholders should
   carefully read and consider the Prospectus Exemption Document, as amended
   from time to time (and the documents referenced therein), before making a
   decision concerning the exercise of their subscription rights (election 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 rely 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 or 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.

    

   ══════════════════════════════════════════════════════════════════════════

   02.10.2023 CET/CEST This Corporate News was distributed by EQS Group AG.
   www.eqs.com

   ══════════════════════════════════════════════════════════════════════════

   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: 1738665


    
   End of News EQS News Service


   1738665  02.10.2023 CET/CEST

References

   Visible links
   1. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=4f5d08e2570a05a53fd105888cef5518&application_id=1738665&site_id=apa_ots_austria&application_name=news

OTS-ORIGINALTEXT PRESSEAUSSENDUNG UNTER AUSSCHLIESSLICHER INHALTLICHER VERANTWORTUNG DES AUSSENDERS - WWW.OTS.AT |

print