Österreichische Volksbanken-Aktiengesellschaft
EANS-Adhoc: Österreichische Volksbanken-Aktiengesellschaft
Announcement to
repurchase of hybrid capital
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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.
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14.06.2012
ANNOUNCEMENT BY ÖSTERREICHISCHE VOLKSBANKEN-AKTIENGESELLSCHAFT AND INVESTKREDIT
RELATING TO THE PRELIMINARY RESULTS OF VOTING REGARDING THE PREFERRED SECURITIES
AND WITHDRAWAL OF THE SCHEME OF ARRANGEMENT WITH AN INVITATION TO OFFER TO SELL
FOR CASH
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO ANY PERSON RESIDENT AND/OR
LOCATED IN THE UNITED STATES OR TO ANY U.S. PERSON
Further to the announcements made on 22 May 2012, Österreichische
Volksbanken-Aktiengesellschaft ("ÖVAG") and Investkredit Funding Ltd
("Investkredit"), hereby announce:
(A) Preliminary results of voting in respect of the Proposals put to holders of
the Preferred Securities issued by ÖVAG Finance (Jersey) Limited
As at today's date, voting instructions received in favour of the Proposals set
out in the invitation memorandum dated 22 May 2012 approximately account for
86.4 per cent. of outstanding liquidation preference of holders of the
EUR250,000,000 Fixed/Floating Rate Non-cumulative Non-voting preferred
securities issued by ÖVAG Finance (Jersey) Limited (ISIN: XS0201306288 and
Common Code: 020130628) (the "Preferred Securities"). The meeting of the holders
of the Preferred Securities convened by ÖVAG Finance (Jersey) Limited will be
held at Clifford Chance, 4 Place de Paris, B.P. 1147, L-1011 Luxembourg, Grand
Duché de Luxembourg on 15 June 2012 at 12:00 noon, Central European Time.
(B) Withdrawal of the scheme of arrangement by Investkredit Funding Ltd and
launch of an invitation to offer to sell for cash
(i) Today, Investkredit has withdrawn the scheme of arrangement (the "Scheme")
previously proposed pursuant to Part 18A of the Companies (Jersey) Law 1991 in
relation to the EUR50,000,000 subordinated non-cumulative Limited Recourse Notes
(ISIN: DE0009576108 and WKN: 957 610) issued by Investkredit on 28 November 2002
(the "Notes").
Today, ÖVAG and Investkredit have decided not to proceed with the Scheme and
will instead invite holders of the Notes to sell their Notes to ÖVAG for cash
pursuant to a tender offer announced and further described under paragraph (ii)
below. The meeting of holders of Notes convened to consider the Scheme on 15
June 2012 starting at 12:00 noon Central European Time at the offices of
Freshfields Bruckhaus Deringer LLP, Seilergasse 16, 1010 Vienna, Republic of
Austria has been cancelled.
For the avoidance of doubt, the Invitation (as defined below) replaces the
previously announced Scheme, any direct participant letters previously submitted
by holders of the Notes in respect of the Scheme will be void and no payments
will be due to holders of the Notes pursuant to the Scheme.
(ii) Invitation to holders of the EUR50,000,000 subordinated non-cumulative
Limited Recourse Notes (ISIN: DE0009576108 and WKN: 957 610) issued by
Investkredit Funding Ltd
ÖVAG is inviting holders of the Notes to offer to sell any and all of their
Notes to ÖVAG for cash (the "Invitation"). The terms and conditions of the
Invitation are set out in the Invitation Memorandum dated 14 June 2012 (the
"Invitation Memorandum"). The Austrian Financial Market Authority has approved
the purchase of the Notes.
Capitalised terms used in the following paragraphs of this announcement have the
meanings ascribed to them in such Invitation Memorandum.
Notes
EUR50,000,000 subordinted non-cumulative Limited Recourse Notes issued by
Investkredit Funding Limited
Aggregate Outstanding Amount
EUR50,000,000
Clearing Codes
ISIN: DE0009576108 German Security Code: 957 610
Purchase Price
EUR400 per EUR1,000 nominal amount
Rationale for the Invitation
The Invitation for offers to sell Notes to ÖVAG for cash is part of ÖVAG's
ongoing capital management and based on an agreement with the Republic of
Austria. The aim of the Invitation is to enhance ÖVAG's capital position by
increasing common equity. As part of the Invitation ÖVAG is offering Holders an
opportunity to exit their investment at a premium to current market prices.
Purchase Price to be Received for the Notes
ÖVAG proposes to accept for purchase any and all of the Notes on the terms and
subject to the conditions contained in the Invitation Memorandum.
Holders who have validly submitted an Electronic Order prior to the Expiration
Time and whose offers to sell are accepted by ÖVAG will receive EUR400 per
EUR1,000 nominal amount of the Notes (the "Purchase Price") and the Accrued
Interest Payment, in immediately available funds in cash on the Settlement Date.
Participating in the Invitation
To offer to sell Notes pursuant to the Invitation, a Holder should deliver, or
arrange to have delivered on its behalf, through Clearstream, Frankfurt and in
accordance with the requirements of, Clearstream Frankfurt, a valid Electronic
Order that is received by the Tender Agent by the Expiration Time.
Holders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes whether such intermediary must
receive instructions to participate in the Invitation before the deadlines
specified in the timeline below.
Expected Transaction Timeline
Date Event
14 June 2012 Commencement of the Invitation and distribution of the
Invitation Memorandum.
5 p.m., CET, 28 June 2012 ("Expiration Time") The Invitation expires unless
ÖVAG extends or terminates it prior to the Expiration Time in its sole
discretion: deadline for receipt by the Tender Agent of Electronic Orders.
After this time, an Electronic Order may only be withdrawn in the limited
circumstances set out in the Invitation Memorandum.
29 June 2012 Announcement by ÖVAG of (i) whether it accepts offers to sell;
(ii) the aggregate nominal amount of Notes accepted for purchase (which may be
zero); and (iii) the aggregate nominal amount of the Notes remaining outstanding
following completion of the Invitation.
4 July 2012 ("Settlement Date") Expected Settlement Date.
If ÖVAG has accepted offers to sell Notes, the Purchase Price and the Accrued
Interest Payment will be paid.
For further information:
A complete description of the terms and conditions of the Invitation is set out
in the Invitation Memorandum. Further details about the transaction can be
obtained from:
DEALER MANAGERS
BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom
Tel: +44 207 595 8668
Email: liability.management@bnpparibas.com
Citigroup Global Markets Limited
Citigroup Centre, Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Tel: +44 (0) 20 7986 8969
Email: liabilitymanagement.europe@citi.com
TENDER AGENT
Citigroup Global Markets Deutschland AG
Reuterweg 16
60323 Frankfurt
Germany
Telephone: +49 69 1366 1424
Fax: +49 69 1366 1416
Email: frankfurt.tenderagent@citi.com
A copy of the Invitation Memorandum is available to eligible persons upon
request from the Tender Agent.
Neither of the Dealer Managers takes responsibility for the contents of this
announcement and none of ÖVAG, ÖVAG Finance Jersey Limited, Investkredit, the
Dealer Managers, the Tender Agent or any of their respective directors,
employees or affiliates makes any representation or recommendation whatsoever
regarding the Invitation, or any recommendation as to whether Holders should
tender Notes in the Invitation. This announcement must be read in conjunction
with the Invitation Memorandum. No Invitation to acquire any Notes is being
made pursuant to this announcement. Any such Invitation is only being made in
the Invitation Memorandum and any such acquisition or acceptance of offers to
sell should be made solely on the basis of information contained in the
Invitation Memorandum. This announcement and the Invitation Memorandum contain
important information which should be read carefully before any decision is made
with respect to the Invitation. If any Holder is in any doubt as to the action
it should take, it is recommended to seek its own advice, including as to any
tax consequences, from its stockbroker, bank manager, solicitor, accountant or
other independent adviser.
Jurisdictional Restrictions
The distribution of the Invitation Memorandum in certain jurisdictions is
restricted by law. Persons into whose possession the Invitation Memorandum
comes are required by ÖVAG, Investkredit, the Dealer Managers and the Tender
Agent to inform themselves about, and to observe, any such restrictions.
Holders with any questions on the Invitation should contact the Dealer Managers
for further information.
United States
The Invitation is not being made and will not be made, directly or indirectly,
in or into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex, telephone, email
and other forms of electronic transmission) of interstate or foreign commerce
of, or any facility of a national securities exchange of, the United States, and
no offer to sell Notes may be made by any such use, means, instrumentality or
facility from or within the United States, or by any U.S. Person (as defined in
Regulation S of the United States Securities Act of 1933, as amended (each a
"U.S. Person")) or by persons located or resident in the United States.
Accordingly, copies of the Invitation Memorandum and any other documents or
materials relating to the Invitation are not being, and must not be, directly or
indirectly, mailed or otherwise transmitted, distributed or forwarded in or into
the United States, or to U.S. Persons or to persons located or resident in the
United States. Any purported offer to sell Notes resulting directly or
indirectly from a violation of these restrictions will be invalid and offers to
sell Notes made by a U.S. Person, by any person acting for the account or
benefit of a U.S. Person, or by a person located or resident in the United
States or any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal located or resident in the United States
will not be accepted. For the purposes of this paragraph, United States means
the United States of America, its territories and possessions (including Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands), any state of the United States of America and the
District of Columbia.
Italy
None of the Invitation, the Invitation Memorandum or any other documents or
materials relating to the Invitation have been or will be submitted to the
clearance procedure of the Commissione Nazionale per le Società e la Borsa
(CONSOB). The Invitation is being carried out in the Republic of Italy (Italy)
as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the Financial
Services Act) and article 35-bis, paragraph 3, of CONSOB Regulation No. 11971 of
14 May 1999, as amended ("CONSOB Regulation"). Holders can offer the Notes
through authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in accordance with
the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as
amended from time to time, and Legislative Decree No. 385 of September 1, 1993,
as amended) and in compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.
United Kingdom
The communication of the Invitation Memorandum and any other documents or
materials relating to the Invitation are not being made and such documents
and/or materials have not been approved by an authorised person for the purposes
of section 21 of the Financial Services and Markets Act 2000. Accordingly, such
documents and/or materials are not being distributed to, and must not be passed
on to, the general public in the United Kingdom, and are only for circulation to
persons outside the United Kingdom or to persons within the United Kingdom
falling within Article 43 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"), or to other persons to whom it
may lawfully be communicated in accordance with the Order.
Belgium
The Invitation Memorandum is not addressed to, and may not be accepted by, any
Holder or Registered Holder who is resident in Belgium and is not a qualified
investor (investisseur qualifié/gekwalificeerde belegger) as defined pursuant to
Article 10 of the Belgian law of 16 June 2006 on public offerings of investment
instruments and the admission of investment instruments to trading on regulated
markets.
France
Neither the Invitation Memorandum, nor any other offering material or
information relating to the Invitation, has been submitted for clearance to the
Autorité des Marchés Financiers and they may not be released, issued, or
distributed or caused to be released, issued, or distributed, directly or
indirectly, to the public in the French Republic, except to (i) providers of
investment services relating to portfolio management for the account of third
parties and/or (ii) qualified investors (investisseurs qualifiés), other than
individuals, all as defined in, and in accordance with, Articles L.411-1,
L.411-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier.
General
Neither the Invitation Memorandum nor the electronic transmission thereof
constitutes an offer to buy or the solicitation of an offer to sell the Notes
(and any offer to sell the Notes pursuant to the Invitation will not be accepted
from Holders) in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities, blue sky or other laws
require the Invitation to be made by a licensed broker or dealer and the Dealer
Managers or any of its affiliates is such a licensed broker or dealer in any
such jurisdiction, such Invitation shall be deemed to be made by the Dealer
Managers or such affiliate, as the case may be, on behalf of ÖVAG in such
jurisdiction.
In addition to the representations referred to above in respect of the United
States, each Holder participating in the Invitation will be deemed to give
certain representations in respect of the other jurisdictions referred to above
and generally as set out in the Invitation Memorandum. Any offer to sell Notes
made by a Holder that is unable to make these representations will not be
accepted.
Stock exchange listed issues of participation capital issued by Österreichische
Volksbanken-Aktiengesellschaft:
ISIN:
AT0000755665 Österreichische Volksbanken-AG Partizipationsscheine
XS0359924643 EUR 500,000,000 Perpetual Non Cumulative Participation Capital
Certificates
The five biggest listed issues of Österreichische Volksbanken-Aktiengesellschaft
in terms of issue volume:
ISIN:
XS0451759012
XS0417722393
AT000B053442
XS0275528627
AT000B061437
The issues of Österreichische Volksbanken-Aktiengesellschaft are admitted on the
following stock exchanges:
Second Regulated market of Wiener Börse AG
Official trading of Wiener Börse AG
Regulated market of Baden-Württembergische Wertpapierbörse
Regulated market of the Prague Stock Exchange
Regulated market of the Luxembourg Stock Exchange
Open Market of Berlin Stock Exchange
Open Market of Stuttgart Stock Exchange
Open Market of Frankfurt Stock Exchange
Further inquiry note:
Walter Gröblinger
Tel.: +43/ (0) 50 4004-0
E-Mail: walter.groeblinger@volksbank.com
end of announcement euro adhoc
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issuer: Österreichische Volksbanken-Aktiengesellschaft
Kolingasse 19
A-1090 Wien
phone: +43 0 50 4004-0
WWW: www.volksbank.com
sector: Banking
ISIN: AT0000755665
indexes: Standard Market Auction
stockmarkets: Regulated free trade: Wien, stock market: Prague Stock Exchange
language: English