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: investor.relations@strabag.com
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
© Copyright APA-OTS Originaltext-Service GmbH und der jeweilige Aussender