NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
- Funds from sale will be used to pursue growth strategy, particularly in water and energy management
- Strong interest among Austrian and international institutional investors due to sustainable and resilient business model
- Gross disposal proceeds of approximately € 81.25 million
Vienna – On August 31, 2021 the Managing Board of Wienerberger AG has decided to offer treasury shares of the Company to institutional investors by means of an accelerated private placement (accelerated bookbuilding) and subject to an exclusion of acquisition (subscription) rights of existing shareholders. The placement of treasury shares was successfully completed.
The Managing Board of Wienerberger AG announces that 2,500,000 treasury shares, i. e. 2.2% of the Company's share capital, were successfully placed with institutional investors by means of an accelerated private placement (accelerated bookbuilding). The sale price per share amounts to € 32.50, gross sale proceeds total approx. € 81.25 million. Closing is intended for September 3, 2021.
The sale of our treasury shares by means of an accelerated private placement was accepted by the market with great interest. It reflects the commitment of Wienerberger to the appropriate growth opportunities, and thereby creates sustainable added value for their investors. In response to the impacts of climate change and the scarcity of the resource water in the right quality, we will consistently pursue our sustainable growth strategy in line with ambitious ESG criteria and with a focus on innovation, sustainability and digitalization. Wienerberger is already contributing significantly to the improvement of energy efficiency and water management with its innovative building materials solutions in the new construction and renovation sectors. In addition, the value creation from our announced acquisitions and the success of our ongoing transformation into a full-service provider of smart system solutions, particularly in energy and water management, will continue to ensure continuous earnings growth.
The successful sale of treasury shares minimized the placement and market risk through a placement procedure that is recognized and tested on the international capital market. The swift placement of shares enabled the positive market environment to be utilized in the interests of the Company and its shareholders. The demand from institutional investors was very strong and the final order volume was oversubscribed several times.
This publication is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa, Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this publication may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the treasury shares or possession or distribution of this publication in any jurisdiction where action for that purpose is required.
This publication does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe for securities in the United States, Canada, Australia, South Africa, Japan or any other jurisdiction and the securities referred to herein have not been registered under the securities laws of any such jurisdiction. The treasury shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any State or any other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of, the Securities Act and in compliance with all applicable securities laws of any State or any other jurisdiction of the United States. No public offering of securities is being made in the United States or in any other jurisdiction.
This publication has been prepared solely for the purpose of complying with mandatory laws. The information set forth herein must not be distributed in any jurisdiction where such distribution is unlawful, and any recipients are requested to inform themselves about and to observe such restrictions.
A sale of the shares referred to herein by Wienerberger AG will only be made in accordance with all applicable corporate and securities laws.
Any shares referred to herein will exclusively be offered or sold in reliance on any applicable exemptions from prospectus or registration requirements in any jurisdiction. In member states of the European Economic Area, this publication is only addressed to and directed at persons who are 'qualified investors' within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). In the United Kingdom, this publication is only addressed to and directed at qualified investors within the meaning of the Prospectus Regulation, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (“EUWA”), who are persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) falling within article 49(2)(a) to (d) (high net worth companies, incorporated associations, etc.) of the Order, or (iii) to whom it may otherwise be lawfully communicated; any other persons in the United Kingdom should not take any action on the basis of this publication and should not act on or rely on it.
This publication does not constitute a recommendation concerning the private placement. Potential investors should consult their professional advisors as to the suitability of the private placement for the entity or person concerned.
Each of the banks accompanying the placement is acting for the Company only in connection with the private placement and no one else, and will not be responsible to anyone other than the Company for providing the protections offered to clients nor for providing advice in relation to the private placement treasury shares or the private placement, the contents of this publication or any transaction, arrangement or other matter referred to in this publication.
In connection with the private placement, the banks accompanying the placement or any of their respective affiliates may take up a portion of the treasury shares as a principal position and in that capacity may retain, purchase, sell or offer to sell for its own account such treasury shares and other securities of the Company or related investments in connection with the private placement or otherwise. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.