EANS-Adhoc: OMV Aktiengesellschaft
OMV announces launch of rights issue of up
to 27,272,727 new shares
-------------------------------------------------------------------------------- ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------------
OMV / Oil / Gas / Austria
16.05.2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR TO U.S. PERSONS
* Issue size of the capital increase: Up to 27,272,727 new shares * Rights offering with subscription ratio of 1 (new share) :11 (existing shares) * Proceeds of the rights issue will be used primarily for the refinancing of the acquisitions of a major stake in Petrol Ofisi and of two Tunisian E&P subsidiaries from Pioneer Natural Resources
OMV announces the launch of a rights issue subject to the approval of the prospectus by the Austrian Financial Market Authority (Finanzmarktaufsicht) anticipated for May 18, 2011. The Executive Board of OMV Aktiengesellschaft, with the Supervisory Board´s approval, has resolved to issue up to 27,272,727 new shares, representing 9.09% of the existing share capital. BofA Merrill Lynch, Barclays Capital, Deutsche Bank, J.P. Morgan and UniCredit act as Joint Global Coordinators and Joint Bookrunners in the capital increase.
The subscription ratio is 1:11, which means that existing shareholders will be entitled to subscribe for 1 new share for every 11 existing shares held, in the rights offering. The final subscription and offer price will be determined on the basis of a bookbuilding process, taking into account the current share price ("at market"). The maximum subscription and offer price was set at EUR 33.
The subscription, offer and bookbuilding period for the new shares will start on May 19, 2011 and is expected to end on June 6, 2011. There will be no trading of subscription rights organized by OMV or the Joint Global Coordinators. The final subscription and offer price will be announced after the end of the bookbuilding period, on or about June 6, 2011. New shares for which subscription rights are not exercised will be placed in a public offering in Austria and a private placement to institutional investors outside Austria. Trading in the new shares on the Vienna Stock Exchange is expected to commence on June 8, 2011. The new shares will carry full dividend rights from, and including, the financial year starting January 1, 2011. For further details, please refer to the prospectus, which is expected to be available at the company´s website www.omv.com on or about May 18, 2011.
OMV intends to use the net proceeds of the rights issue for the refinancing of the acquisitions of the additional 55.40% interest in Petrol Ofisi and of two Tunisian exploration and production subsidiaries from Pioneer Natural Resources or for general corporate purposes.
In addition to the rights issue, OMV intends to issue hybrid notes in order to maintain its strong investment grade rating. For additional information on OMV´s intended issuance of hybrid capital, please refer to OMV´s separate announcement to this effect.
Disclaimer:
The information contained in this announcement serves information purposes in Austria and does not constitute an offer to sell nor a solicitation to buy or subscribe for any securities of OMV Aktiengesellschaft. Investors should not subscribe for or purchase any rights or securities referred to in this announcement except on the basis of information contained in the prospectus to be published by OMV Aktiengesellschaft in due course in connection with the rights issue. A public offer of securities of OMV Aktiengesellschaft may only be made in Austria after publication of a prospectus prepared in accordance with the provisions of the Austrian Capital Markets Act (Kapitalmarktgesetz). Any securities orders received prior to the commencement of a public offer will be rejected. If a public offer of securities of OMV Aktiengesellschaft is made in Austria, a prospectus prepared in accordance with the Austrian Capital Markets Act will be published in accordance with the Austrian Capital Market Act; it will be available at the company´s website under www.omv.com and at OMV Aktiengesellschaft, Trabrennstraße 6-8, A-1020 Vienna, Austria free of charge. Any offer of securities of OMV Aktiengesellschaft in Austria will be made solely by means and on the basis of the published prospectus.
This information is not for release, publication or distribution in or into the United States of America and may not be distributed to U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")) or publications with a general circulation in the United States, except to persons reasonably believed to be qualified institutional buyers, as defined in Rule 144A under the Securities Act. This information does not constitute an offer of securities for sale, a solicitation of an offer to purchase or to subscribe for securities of OMV Aktiengesellschaft in the United States. The securities will not be registered under the Securities Act and may not be offered, sold or delivered within the United States or for the account or benefit of U.S. persons absent from registration under or an applicable exemption from the registration requirements of the U.S. securities laws. There will be no public offer of securities of OMV Aktiengesellschaft in the United States.
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issuer: OMV Aktiengesellschaft
Trabrennstraße 6-8
A-1020 Wien
phone: +43 1 40440/21600
FAX: +43 1 40440/621600
mail: investor.relations@omv.com
WWW: http://www.omv.com
sector: Oil & Gas - Downstream activities
ISIN: AT0000743059
indexes: ATX Prime, ATX
stockmarkets: official market: Wien
language: EnglishContact:
OMV
Investor Relations:
Angelika Altendorfer-Zwerenz
Tel. +43 1 40 440-21600
e-mail: investor.relations@omv.com
Media Relations:
Michaela Huber
Tel. +43 1 40 440-21661
e-mail: media.relations@omv.com
Internet Homepage: http://www.omv.com
Branche: Oil & Gas - Downstream activities
ISIN: AT0000743059
WKN: 874341
Index: ATX Prime, ATX
Börsen: Wien / official market