EANS-Other capital market information: Wienerberger AG / Acquisition and/or sale of treasury shares according to art. 119 para. 9 Stock Exchange Act
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Wienerberger AG: Potential sale of up to 2,500,000 treasury shares
Publication pursuant to Section 65 (1a) of the Austrian Stock Corporation Act, Section 119 (9) of the Austrian Stock Exchange Act 2018 in connection with Section 5 of the Austrian Publication Regulation 2018
As announced by means of publication of inside information pursuant to Article 17 MAR on 21 July 2021, the Managing Board of Wienerberger AG has decided to evaluate the sale of up to 2,500,000 treasury shares (ISIN AT0000831706), i.e. up to approx. 2.2% of the Company’s share capital, to institutional investors by means of an accelerated private placement (accelerated bookbuilding) and by excluding acquisition (subscription) rights of existing shareholders.
The authorization to use treasury shares adopted by the 151st Annual General Meeting of Wienerberger AG (re-sale authorization) on 5 May 2020 under agenda item 9 forms the basis of any potential sale of treasury shares. In accordance with mandatory legal requirements, the Company publishes on 23 July 2021 a report on the exclusion of acquisition rights (subscription rights) of existing shareholders in connection with the potential sale of treasury shares, which is published on the Company’s website registered in the commercial register. The exact timing and conditions of a potential transaction depend in particular on the capital markets environment, interest of potential investors and approval by the Company’s Supervisory Board, which can be obtained after expiry of 2 weeks from publication of the aforementioned report at the earliest.
In relation to the potential sale of treasury shares, the following information is provided pursuant to Section 5 (2) of the Austrian Publication Regulation 2018:
Use of treasury shares:
Date of the authorization granted by the Annual General Meeting pursuant to Sect. 65 (1) No 8 of the Stock Corporation Act: 5 May 2020 (resolution published on 5 May 2020)
Beginning and expected duration of sale: A sale in the course of an accelerated book-building may take place no earlier than on the first stock exchange trading day after lapse of the minimum term of two weeks following the publication of the Managing Board report (Sections 65 (1b) in conjunction with 171 (1) and Section 153 (4) of the Austrian Stock Corporation Act) published on 23 July 2021, i.e. on Monday, 9 August 2021, at the earliest and by 30 September 2021 at the latest.
Class of shares: Bearer shares (ISIN AT0000831706)
Planned volume of sale: Up to 2,500,000 treasury shares of Wienerberger AG (up to approx. 2.2% of the share capital of Wienerberger AG)
Upper and lower limit of the price per share: In case of a share placement, the issue price (selling price) of the shares is determined by way of an accelerated book-building process. Regarding the mandatory information pursuant to Section 5 (2) of the Austrian Publication Regulation 2018, the lowest price to be obtained for a sale is EUR 28.00 per share and the highest price to be obtained is EUR 40.00 per share.
Type of sale: Over the counter by way of an accelerated bookbuilding process to institutional investors.
Purpose of sale: Sales proceeds resulting from a potential transaction could be used, amongst others, to take advantage of growth opportunities in water and energy management within Wienerberger Piping Solutions and for general corporate purposes.
Any effects of the sale on the listing of the shares: None.
Disclosure according to Section 5 (4) of the Austrian Publication Regulation 2018: The details to be published pursuant to Section 7 of the Austrian Publication Regulation 2018 regarding the transactions carried out as well as amendments (as the case may be) to be published pursuant to Section 6 of the Publication Regulation 2018, will be published on the website of Wienerberger AG (www.wienerberger.com/en/investors/corporate-governance.html [http:// www.wienerberger.com/en/investors/corporate-governance.html]).
This announcement is a mandatory announcement pursuant to Section 65 (1a) of the Austrian Stock Corporation Act, Section 119 (9) of the Austrian Stock Exchange Act 2018 in connection with Section 5 of the Austrian Publication Regulation 2018.
This announcement neither constitutes an offer to sell nor a solicitation to purchase any shares referred to herein in any jurisdiction, including in the United States of America, Australia, Canada or Japan. This announcement has been prepared solely for the purpose of complying with mandatory laws. The information set forth herein must not be distributed in any jurisdiction where such distribution is unlawful and any recipients are requested to inform themselves about and to observe such restrictions.
A potential sale of the shares referred to herein by Wienerberger AG, if any, will only be made in accordance with all applicable corporate and securities laws, including lapse of the statutory period for excluding purchase rights of existing shareholders and required corporate approvals having been obtained.
In case of launching a potential transaction, any shares referred to herein will exclusively be offered or sold in reliance on any applicable exemptions from prospectus or registration requirements in any jurisdiction, including in the European Union and the United States of America.
This is a working translation from the German language version and for convenience purposes only. In the event of conflict with the German language version, the German language version shall prevail.
end of announcement euro adhoc
issuer: Wienerberger AG
phone: +43 1 60 192-0
FAX: +43 1 60 192-10159
ISIN: AT0000831706, AT0000A2GLA0
Digital press kit: http://www.ots.at/pressemappe/594/aom
Claudia Hajdinyak, Head of Corporate Communications Wienerberger AG
t +43 664 828 31 83 | email@example.com
Elisabeth Falkner, Head of Investor Relations Wienerberger AG
t +43 1 601 92 10221 | firstname.lastname@example.org
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