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euro adhoc: Vienna Insurance Group
Vienna Insurance Group
to issue up to 23 million new shares via a capital
increase for further growth in CEE as well as for financing the acquisition of
Erste Bank's Insurance Operations including
-------------------------------------------------------------------------------- Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement. --------------------------------------------------------------------------------
Not for distribution in the United States, Canada, Japan and Australia.
Please note: this is a translation; only the German version of this release is legally binding
Wiener Städtische Versicherung AG Vienna Insurance Group ("Vienna Insurance Group") intends to launch a capital increase of up to 23 million new shares to fund the recently announced acquisition of the insurance operations of Erste Bank der oesterreichischen Sparkassen AG ("Erste Bank") including the long-term mutual distribution partnership with Erste Bank. The capital increase will enable Vienna Insurance Group to expand in the dynamic growth markets in the CEE region and, especially, to finance further acquisitions in Poland, the Ukraine and Hungary. The financing has been designed to maintain the strong capitalisation and financial position of Vienna Insurance Group following the transaction.
The Managing Board of Wiener Städtische Versicherung AG Vienna Insurance Group, with the approval of the Supervisory Board, has resolved to increase the share capital of Vienna Insurance Group from 105,000,000 shares to up to 128,000,000 shares through the issuance of up to 23,000,000 new shares.
Existing shareholders are granted subscription rights at a ratio of 3 new shares for every 14 existing shares, which may be exercised during the subscription period, which commences on 22 April 2008 and is expected to end on 7 May 2008. Subscription rights not exercised by the end of the subscription period will expire. The maximum price was set at EUR 54.00 per new share. The final subscription and offer price will be determined in a book-building process, based on the share price on the Vienna Stock Exchange at the time of pricing and announced on or around 7 May 2008.
Wiener Städtische Wechselseitige Versicherungsanstalt-Vermögensverwaltung, the main shareholder of Vienna Insurance Group with a shareholding of about 70 percent, has committed to exercise subscription rights with respect to 16 million new shares or approx. 70 percent of the rights offering volume.
If and to the extent any of the new shares are not subscribed for in the rights offering, such remaining offer shares will be offered in a global offering consisting of a public offering to retail and institutional investors in Austria and the Czech Republic and private placements to institutional investors internationally. The offer period commences on 22 April 2008, and is expected to end on or about 7 May 2008, but may be shortened, extended or terminated at any time.
The offer also provides for a greenshoe option of up to 1,000,000 additional shares granted by the Wiener Städtische Wechselseitige Versicherungsanstalt- Vermögensverwaltung to the extent required to cover potential over-allotments.
Austrian and Czech retail investors will be entitled to a preferential allocation of up to 350 shares, if they place their purchase order with Erste Bank, an Austrian savings bank (Sparkasse), ecetra Central European e-Finance AG (brokerjet.at), Ceská Sporitelna, a.s. and brokerjet Ceské sporitelny, a.s. (brokerjet.cz).
Eligible employees can order up to 1,000,000 shares - up to 250 shares per employee - at a discount of 20 percent to the subscription and offer price.
The new shares carry full dividend rights as from the fiscal year 2008. Trading in the new shares in the Prime Market segment of the Vienna Stock Exchange and on the Prague Stock Exchange is expected to commence on or about 9 May 2008. The prospectus for the public offering in Austria and the Czech Republic is still subject to approval by the Austrian Financial Market Authority.
Basic figures and data of the transaction:
Issuer: Wiener Städtische Versicherung AG Vienna Insurance Group Issuance volume: Up to 23,000,000 new shares Subscription ratio: 14 existing shares grant the right to subscribe to 3 new shares Rights trading: No rights trading is expected Subscription and offering period: 22 April to 7 May 2008. The right to terminate or extend the offering period prematurely is reserved Maximum subscription and offer price: EUR 54.00 per share Subscription and offer price: Expected to be published on or around 7 May 2008 Preferential allotment for retail investors: Orders from retail investors for up to 350 shares which are placed with Erste Bank der oesterreichischen Sparkassen AG, an Austrian savings bank (Sparkasse), ecetra Central European e- Finance AG (brokerjet.at), Ceská Sporitelna, a.s. and brokerjet Ceské sporitelny, a.s. (brokerjet.cz), will be entitled to a preferential allocation First listing of the new shares: The new shares are expected to be listed on the Official Market of the Vienna Stock Exchange (Prime Market segment) and on the Main Market of the Prague Stock Exchange from 9 May 2008 onwards Dividend entitlement of the new shares: As from 1 January 2008 (ISIN AT0000908504) Payment and Delivery: 13 May 2008
This information constitutes neither an offer to sell nor a solicitation to buy any securities of Wiener Städtische Versicherung AG Vienna Insurance Group ("VIG"). A public offer would only be made in Austria or in the Czech Republic after publication of a prospectus prepared in accordance with the provisions of the Austrian Capital Market Act or the Czech Capital Markets Act. Any securities orders received prior to the commencement of a public offer will be rejected. If a public offer is made in Austria or in the Czech Republic, a prospectus prepared in accordance with the Austrian Capital Market Act or the
Czech Capital Markets Act will be published and will be available free of charge (i) at the seat of Wiener Städtische Versicherung AG Vienna Insurance Group, Schottenring 30, 1010 Vienna, during usual business hours, and, (ii) in case of the offering in the Czech Republic, the prospectus will be available also on Vienna Insurance Group's internet pages http://www.viennainsurancegroup.com and on internet pages of participating securities brokers.
This release and the information contained herein are not for distribution in or into the United States of America and must not be distributed to U.S. persons (as defined in Regulation S of the U.S. Securities Act of 1933, as amended ("Securities Act")) or to publications with a general circulation in the United States. This press release does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. The securities of Vienna Insurance Group have not been and will not be registered under the Securities Act and may not be offered, sold or delivered within the United States or to U.S. persons absent registration under or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of securities of Vienna Insurance Group in the United States.
This release is directed only to persons (i) who are outside the United Kingdom or (ii) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as amended) (the "Order") or (iii) who fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with Relevant Persons.
end of announcement euro adhoc --------------------------------------------------------------------------------
Further inquiry note:
Mag. Barbara Hagen-Grötschnig
WIENER STÄDTISCHE Versicherung AG
Vienna Insurance Group
A-1010 Wien, Schottenring 30
Tel.: +43 (0)50 350-21027
Fax: +43 (0)50 350 99-21027
Index: WBI, ATX Prime, ATX
Börsen: Prague Stock Exchange / stock market
Wiener Börse AG / official market