EQS-News: STRABAG SE: Implementation of non-cash capital increase entered in the commercial register; details on issuance of new shares and cash distribution

EQS-News: STRABAG SE / Key word(s): Corporate Action
STRABAG SE: Implementation of non-cash capital increase entered in the
commercial register; details on issuance of new shares and cash
distribution

21.03.2024 / 07:00 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: Implementation of non-cash capital increase entered in the
commercial register; details on issuance of new shares and cash
distribution

• Capital measures to reduce the stake of MKAO “Rasperia Trading
Limited”
• Registration of the implementation of the ordinary non-cash capital
increase in the commercial register made on 21/03/2024
• Stake of MKAO “Rasperia Trading Limited” reduced from around 27.8% to
around 24.1%
• Announcement of further technical details

STRABAG SE is currently implementing the capital measures adopted by the
19th Annual General Meeting to reduce the stake of MKAO “Rasperia Trading
Limited” – a company controlled by the sanctioned Russian citizen Oleg
Deripaska. The implementation of the ordinary non-cash capital increase
was registered in the commercial register by the Klagenfurt Regional Court
as planned on 21/03/2024.

As a result of the ordinary non-cash capital increase, the stake held by
MKAO “Rasperia Trading Limited” was reduced from around 27.8% to less than
25%, specifically to around 24.1%. This is intended to reduce relevant
disadvantages and risks for STRABAG SE, and thus Oleg Deripaska was
deleted as a beneficial owner (UBO) from the register of beneficial owners
of STRABAG SE (pursuant to the Beneficial Owners‘ Register Act).

The 15,621,982 new shares from the capital increase will be issued on
26/03/2024 to the holders of existing STRABAG shares under ISIN
AT0000A36HH9 (STRABAG SE – Distribution Share-Based Option). The
distribution of the securities for receipt of the cash distribution of the
capital reduction amount (ISIN AT0000A36HK3) to the holders of existing
STRABAG shares with ISIN AT000000STR1 will also occur on 26/03/2024. The
prerequisite for receiving the new shares and the securities for receipt
of cash distribution is that the shares establishing the entitlement to
receive them are held at the end of the trading day before the ex-date.
The ex-date for the share and cash options is scheduled for 22/03/2024.

The securities for receipt of cash distribution may be submitted to the
respective custodian bank for the first time from 26/03/2024 up to and
including 10/04/2024. The submission form is available on the STRABAG SE
website and from the custodian banks. Payment is scheduled for 15/04/2024
(value date). Due to the shortness of the submission deadline (which is
due to legal reasons), STRABAG SE intends to facilitate a further
submission deadline immediately after the payment date for the first
submission deadline (15 April 2024). Details will be published in due
course.

The new shares will have a separate ISIN from the existing shares (ISIN
AT0000A36HJ5 “STRABAG SE – Capital Increase 2024”) and will be traded on
the Vienna Stock Exchange in the Standard Market Auction segment (auction
trading). The new shares will have this separate ISIN until final
conclusion of the action brought by MKAO “Rasperia Trading Limited” before
the Klagenfurt Regional Court to contest the resolutions on agenda item 7
adopted at the 19th Annual General Meeting.

The shares submitted for election of the share-based option will be
transferred back from the temporary ISIN AT0000A36HH9 “STRABAG SE –
Distribution Share-Based Option” to the regular ISIN AT000000STR1 on
02/04/2024.

Key dates at a glance:

21/03/2024    Registration of the implementation of the ordinary non-cash
capital increase in the commercial register
22/03/2024    Ex-date for share-based option (ISIN AT0000A36HH9) and cash
option (ISIN AT000000STR1)
25/03/2024    Record date for share-based option (ISIN AT0000A36HH9) and
cash option (ISIN AT000000STR1)
26/03/2024    Last trading day for ISIN AT0000A36HH9
(STRABAG SE – Distribution Share-Based Option)
26/03/2024    Payment date – delivery of the new shares to ISIN
AT0000A36HH9 and of the securities for receipt of cash distribution to
ISIN AT000000STR1
26/03/2024    Start of submission period for securities for receipt of
cash distribution (ISIN AT0000A36HK3)
26/03/2024    Start of trading of the new shares in ISIN AT0000A36HJ5
27/03/2024    Ex-date for consolidation of ISIN AT0000A36HH9 into ISIN
AT000000STR1
28/03/2024    Record date for consolidation of ISIN AT0000A36HH9 into ISIN
AT000000STR1
02/04/2024    Payment date for consolidation of ISIN AT0000A36HH9 into
ISIN AT000000STR1
10/04/2024    End of submission period for securities for receipt of cash
distribution (ISIN AT0000A36HK3)
15/04/2024    Payment date of cash distribution for the securities for
receipt of cash distribution submitted during the (first) submission
period

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 86,000 employees, we generate an annual
output volume of around € 19 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.

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

21.03.2024 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 – 1089
Fax: +43 1 22422 – 1177
E-mail: investor.relations@strabag.com
Internet: www.strabag.com
ISIN: AT000000STR1, AT0000A36HH9
Listed: Vienna Stock Exchange (Official Market)
EQS News ID: 1860131

 
End of News EQS News Service

1860131  21.03.2024 CET/CEST

OTS-ORIGINALTEXT PRESSEAUSSENDUNG UNTER AUSSCHLIESSLICHER INHALTLICHER VERANTWORTUNG DES AUSSENDERS. www.ots.at
© Copyright APA-OTS Originaltext-Service GmbH und der jeweilige Aussender