STRABAG SE: Details concerning the implementation of resolved capital measures

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STRABAG SE: Details concerning the implementation of resolved capital measures

• Capital reduction registered in the commercial register
• Shareholders may choose to receive distribution of the capital reduction in the form of shares (“share-based option”) from 12 September 2023 until 29 September 2023 at their custodian bank
• No need to take action at present if distribution in cash is chosen (“cash-based option”)
• Distribution in shares or cash expected to occur towards the end of the first quarter of 2024
• Prospectus Exemption Document with implementation details published

STRABAG SE, the listed European technology group for construction services, today announced details concerning the implementation of capital measures unanimously adopted at the 19th Annual General Meeting held on 16 June 2023. Essentially, a conditional distribution will be made from the reserves of STRABAG SE, with each shareholder being entitled to receive the distribution in the form of new shares or cash.

The objective of the measures is to reduce the stake held by MKAO “Rasperia Trading Limited” – a company controlled by sanctioned Russian citizen Oleg Deripaska – in STRABAG SE from 27.8% to below 25%. This should reduce relevant disadvantages and risks for STRABAG SE. In order to achieve this goal, the core shareholders – the Haselsteiner family, UNIQA and Raiffeisen – have contractually agreed to choose the share-based option.

Next steps
The capital reduction and resolution of the non-cash capital increase – as the initial steps of the resolved measures – have now been entered in the commercial register. Shareholders may now exercise their right to choose:

Share-based option

• Shareholders who choose the share-based option can notify their custodian bank, from 12 September 2023 until and including 29 September 2023, 17:00 CEST, by means of a declaration of subscription and assignment. The declaration of subscription and assignment is available on the STRABAG SE website and at the custodian banks.
• The new shares are expected to be registered towards the end of the first quarter of 2024 (following expiry of the statutory waiting period, fulfilment of the conditions and registration of implementation of the non-cash capital increase in the commercial register).

 
Cash-based option

• Shareholders who choose the cash-based option do not need to take any action at this time.
• Expectations are that, towards the end of the first quarter of 2024, value rights will be automatically credited with respect to those shares for which the share-based option was not chosen (after expiry of the statutory period, fulfilment of the conditions and registration of implementation of the non-cash capital increase in the commercial register).
• Shareholders can then redeem these value rights for cash. STRABAG SE will provide information on the exact modalities of the redemption separately.

Shares will be distributed and value rights will be credited to accounts concurrently – towards the end of the first quarter of 2024.

“As the STRABAG SE Management Board, we would be pleased if our shareholders supported these planned measures and opted in favour of the share-based option. In any event, these measures are not intended to reduce the free float”, says CEO Klemens Haselsteiner.

Details about the share-based option
The subscription price was set at EUR 36.20 per new share on the basis of a valuation report and is calculated on the basis of the amount of the distribution entitlement of EUR 9.05 per existing share and a subscription ratio of 4:1. This means that shareholders who choose the share-based option will be able to subscribe for one new share for every four existing shares. The subscription price does not have to be paid in cash because shareholders who choose the share-based option will fund the non-cash contribution via their distribution entitlement resulting from the capital reduction. The subscription price of the new shares no longer includes the distribution entitlement of EUR 9.05 per share.

No separate subscription rights (in the form of a separate ISIN) will be credited to shareholders’ securities accounts. In order to ensure settlement, the shares for which the share-based option has been chosen will be transferred to a separate temporary ISIN AT0000A36HH9 “STRABAG SE – Distribution Share-Based Option”, which is expected to be traded in the Standard Market Auction segment of the Vienna Stock Exchange from the beginning of October 2023. These shares carry the same shareholder rights as the shares with the regular ISIN AT000000STR1. The temporary ISIN will be in place until registration of the new shares and will be tradable on the Vienna Stock Exchange. Once the new shares have been registered, the temporary ISIN will be automatically changed to the regular ISIN AT000000STR1.

Until final conclusion of the annulment proceedings brought by MKAO “Rasperia Trading Limited” before the Klagenfurt Regional Court (case ref. 21 Cg 20/23k) to contest the resolutions on agenda item 7 adopted at the 19th Annual General Meeting, the new shares will also have a separate ISIN. The new shares will be admitted to official trading on the Vienna Stock Exchange (Standard Market Auction segment).

Prospectus Exemption Document
STRABAG SE today published a Prospectus Exemption Document at www.strabag.com > Investor Relations > Annual General Meeting 2023, which contains the details of the distribution of the capital reduction in the form of shares.

Disclosures:

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 of any such restrictions. This communication does not comprise 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 (option 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 new shares. Interested shareholders should carefully read and consider the current version of the Prospectus Exemption Document (and the documents referred to therein), before making a decision concerning the exercise of their subscription rights (option 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 place undue reliance 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 and 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 79,000 employees, we generate an annual output volume of around € 17 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.