STRABAG SE: Share-based option was chosen for 88% of eligible shares

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STRABAG SE: Share-based option was chosen for 88% of eligible shares

• Subscription period for choosing the share-based option ended on 29 September 2023
• Core shareholders – Haselsteiner family, UNIQA and Raiffeisen – chose share-based option
• 26.4% of free float shareholders (excluding treasury shares) also opted to receive new shares
• Approx. 15.6 million new shares expected to be issued in the course of the ordinary non-cash capital increase in March 2024
• Stake in STRABAG SE held by sanction affected MKAO “Rasperia Trading Limited” will fall below 25% as a result

At the 19th Annual General Meeting of STRABAG SE held on 16 June 2023, a number of capital measures were unanimously approved. The objective of these measures is to reduce the stake in STRABAG SE held by MKAO “Rasperia Trading Limited” – a company controlled by the sanctioned Russian citizen Oleg Deripaska – from 27.8% to below 25%. This should reduce relevant disadvantages and risks for STRABAG SE.

At the core of these measures is a conditional distribution from the reserves of STRABAG SE, in the context of which each shareholder can elect to receive the distribution in the form of new shares or in cash.

The subscription period for choosing the share-based option ended on 29 September 2023. As contractually agreed in advance, the core shareholders – the Haselsteiner family, UNIQA and Raiffeisen – chose the share-based option. In addition, 26.4% of the free float shareholders of STRABAG SE also elected to receive new shares, thus supporting the objective of the ongoing measures: to reduce the stake in STRABAG SE held by MKAO “Rasperia Trading Limited”.

Accordingly, for 87.6% of eligible shares the share-based option was chosen. This corresponds to 60.9% of the company’s share capital. This means that the acceptance ratio – one of the conditions for the distribution – has been met.

In the course of the ordinary non-cash capital increase in March 2024, around 15.6 million new shares will be issued, subject to registration of the implementation of the capital increase in the commercial register. This corresponds to an increase in the company’s share capital by 15.2%.

The stated acceptance ratio is preliminary and may be subject to modifications due to technical factors. The final acceptance ratio for the share-based option, along with the final number of new shares to be issued in the course of the non-cash capital increase, is expected to be published on the website of STRABAG SE on (or around) 6 October 2023.

Given this acceptance ratio it is ensured that the stake in STRABAG SE held by MKAO “Rasperia Trading Limited” will fall below 25%, specifically to around 24.1%. The reduction will take effect after the registration of the implementation of the capital increase and the issuance of the new shares.

“On behalf of the entire Management Board of STRABAG SE, I would like to thank our valued shareholders for their broad support of the ongoing capital measures. As STRABAG SE, we are acting in compliance with the European sanctions and are consistently implementing measures to reduce risks and disadvantages for the company“, says CEO Klemens Haselsteiner.

As a result of the gratifyingly high acceptance ratio for the share-based option, the tendered (existing) shares are expected to be tradable and deliverable under the temporary ISIN AT0000A36HH9 in continuous trading on the Vienna Stock Exchange (“Prime Market” segment) – not in the “Standard Market Auction” segment as originally planned – from 6 October 2023. They will bear this temporary ISIN until delivery of the new shares (which is anticipated towards the end of the first quarter of 2024), following which they will be transferred back to the regular ISIN AT000000STR1.

The new shares will be delivered after registration of the implementation of the capital increase against non-cash contributions in the commercial register. This is expected to be towards the end of the first quarter of 2024, following expiry of the six-month waiting period and fulfilment of the other conditions for the distribution.

For the cash distribution, no action needs to be taken at this time. Tentatively towards the end of the first quarter of 2024, uncertificated securities 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 uncertificated securities for cash. STRABAG SE will provide information on the exact modalities of the redemption separately.


Notes:

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 regarding any such restrictions. This communication does not constitute 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 (election 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 shares. Interested shareholders should carefully read and consider the Prospectus Exemption Document, as amended from time to time (and the documents referenced therein), before making a decision concerning the exercise of their subscription rights (election 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 rely 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 or 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.