EQS-Adhoc: UNIQA Insurance Group AG: UNIQA, Raiffeisen Holding and Haselsteiner Familien-Privatstiftung agree to form new syndicate and will make a mandatory offer with the participation of STRABAG SE

EQS-Adhoc: UNIQA Insurance Group AG: UNIQA, Raiffeisen Holding and Haselsteiner Familien-Privatstiftung agree to form new syndicate and will make a mandatory offer with the participation of STRABAG SE

EQS-Ad-hoc: UNIQA Insurance Group AG / Key word(s): Investment
UNIQA Insurance Group AG: UNIQA, Raiffeisen Holding and Haselsteiner
Familien-Privatstiftung agree to form new syndicate and will make a
mandatory offer with the participation of STRABAG SE

18-Aug-2022 / 15:31 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the
Regulation (EU) No 596/2014, transmitted by EQS – a service of EQS Group
AG.
The issuer is solely responsible for the content of this announcement.

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UNIQA, Raiffeisen Holding and Haselsteiner Familien-Privatstiftung agree
to form new syndicate and will make a mandatory offer with the
participation of STRABAG SE

The Supervisory Board of UNIQA Insurance Group AG has today approved the
new syndicate agreement between UNIQA Insurance Group AG and Group
companies, Raiffeisen-Holding NÖ-Wien registrierte Genossenschaft mit
beschränkter Haftung (registered co-operative with limited liability) and
group company, as well as Haselsteiner Familien-Privatstiftung (private
family foundation), Dr Hans Peter Haselsteiner and Klemens Haselsteiner
(constituting together the “core shareholders”), and the associated
submission of a takeover offer. The new syndicate agreement aims to
maintain the existing controlling holding in STRABAG SE.

The core shareholders will, as bidders, make an (anticipatory) public
mandatory offer in accordance with Section 22 et seq. of the Austrian
Takeover Act for acquisition of all outstanding no-par bearer shares in
STRABAG SE (ISIN AT000000STR1) that are not owned by the bidders or by
legal entities acting in conjunction with the bidders, at an offer price
of € 38.94 per STRABAG share (“the offer”). The offer price corresponds to
the average market price for STRABAG shares weighted according to the
respective trading volumes over the last six months up to and including
17 August 2022 (legal minimum price as defined in Section 26(1) of the
Austrian Takeover Act).

Due to European sanctions law (EU Regulation No 269/2014 and EU
Implementing Regulation No 2022/581) the offer will not apply to the
28,500,001 STRABAG shares held by MKAO Rasperia Trading Limited
(“Rasperia”) (directly controlled by Oleg Deripaska). The offer will be
subject to the following condition subsequent: If, during the offer period
(including the extended deadline), Rasperia obtains the right to trade its
shareholding in STRABAG, either by removal of the EU sanctions or by
consent from the sanctioning authority, this will result in withdrawal of
the offer, such that neither the offer nor any declarations of acceptance
from shareholders will be legally effective. In this case, also the
syndicate agreement will not be effective.

Since this condition applies until the end of the statutory three-month
extended deadline for the offer, settlement of the offer in accordance
with Section 25b(2) of the Austrian Takeover Act will only take place
within ten trading days after the end of the extended offer period.

The bidders (together with legal entities acting in conjunction) currently
control a total of 59,281,132 ordinary shares, constituting approximately
57.78% of the share capital of STRABAG SE, but since Rasperia cannot
exercise its voting rights due to the sanctions, the bidders obtained
passive control in accordance with section 22b of the Austrian Takeover
Act and, therefore, are limited to exercising only 26% of all voting
rights. The offer will therefore aim to acquire not more than
14,818,867 shares, constituting approximately 14.44% of the share capital
of STRABAG. The offer is made in order to remove the limitation of voting
rights pursuant to section 22b Austrian Takeover Act.

The offer proposal will be published in accordance with the deadlines
mandated by takeover law, after consent is received from the Austrian
Takeover Commission. A statutory grace period of three months applies.
There is no minimum acceptance threshold for the offer. The effectiveness
of the syndicate agreement and completion of the offer are conditional
upon approval by the Hungarian and any other relevant competition
authorities.

STRABAG SE is participating in the offer and has agreed with the bidders
to acquire up to 10,260,000 of the shares included in the offer,
comprising not more than 10% of the share capital, at the same price as
the offer price (€ 38.94), as own shares. The bidders will acquire these
shares in trust for STRABAG SE as part of the offer.

With an acceptance rate of 100% UNIQA would acquire 1,139,717 additional
STRABAG shares.

 

 

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18-Aug-2022 CET/CEST News transmitted by EQS Group AG. www.eqs.com

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Language: English
Company: UNIQA Insurance Group AG
Untere Donaustraße 21
1029 Vienna
Austria
Phone: +43 1 211 75-0
E-mail: investor.relations@uniqa.at
Internet: www.uniqagroup.com
ISIN: AT0000821103
WKN: 928900
Indices: ATX
Listed: Vienna Stock Exchange (Official Market)
EQS News ID: 1423421

 
End of Announcement EQS News Service

1423421  18-Aug-2022 CET/CEST

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