Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Japan or Australia.
September 17, 2013
Publication pursuant to § 4 of the Austrian Publication Ordinance
AT & S launches capital increase and offering of treasury shares
Capital increase of up to 12,950,000 new shares, sale of up to 2,577,412 treasury shares
Subscription and Offer Price will be determined in an accelerated bookbuilding anticipated for September 18, 2013
Subscription and offer period expected to start on September 19, 2013
The two principal shareholders will exercise parts of their subscription rights and purchase shares amounting to an aggregate EUR 20 million
AT & S decided today to launch an offering of up to 15,527,412 shares, consisting of a pre-placement, a rights offering and a global offering, subject to the approval of a prospectus by the Austrian Financial Market Authority (Finanzmarktaufsicht) anticipated for today. The Management Board of AT & S, with the Supervisory Board’s approval, has resolved to issue up to 12,950,000 new shares, representing 50% of the existing share capital and to offer for sale up to 2,577,412 treasury shares, representing 9.95% of the existing share capital. Berenberg and Erste Group were mandated as Joint Lead Managers for the offering.
The subscription ratio is 3:2, which means that existing shareholders will be entitled in the rights offering to subscribe for 2 offer shares for every 3 shares held by them on September 18, 2013, 24:00.
Prior to start of the subscription and offer period, on September 17, 2013 and September 18, 2013 up to 3,367,471 new offer shares will be offered in a non-public pre-placement to selected institutional investors in Austria and outside of Austria to selected institutional investors in reliance on Regulation S under the U.S. Securities Act of 1933, as amended, and other applicable exemptions. The subscription rights for these offer shares were waived by the company’s major shareholders Androsch Privatstiftung and Dörflinger-Privatstiftung. Prior to the offering, Androsch Privatstiftung and Dörflinger-Privatstiftung are holding 21.51% and 17.74% of the shares in AT & S. Androsch Privatstiftung and Dörflinger-Privatstiftung have undertaken to purchase in the rights offering offer shares amounting to EUR 5 million and EUR 15 million, respectively.
The subscription and offer price will be determined on the basis of a bookbuilding process in the course of the pre-placement, taking into account the current share price. The maximum subscription and offer price was set at EUR 9.50. The subscription and offer price will be announced ad hoc immediately after completion of the pre-placement on or about September 18, 2013.
AT & S has been informed that Intel Capital Corporation (a subsidiary of Intel Corporation) intends to place a bid to purchase up to EUR 5 million in new shares being made available in the pre-placement prior to the rights offering although there is of course no guarantee that it will receive any shares as a result of its bid.
The subscription and offer period for the offer shares is expected to start on September 19, 2013 and to end on October 3, 2013. The Subscription Rights are expected to be traded on the Vienna Stock Exchange from and including September 25, 2013 to September 27, 2013.
Offer shares for which subscription rights are not exercised will be allocated in a global offering (consisting of a public offering in Austria and a non-public offering outside of Austria and the United States to selected institutional investors) at the end of the subscription period. Assuming a successful pre-placement, the Joint Lead Managers have, subject to certain conditions precedent, agreed to purchase themselves offer shares up to a total maximum volume of EUR 25 million if not all offer shares can be placed in the rights offering and the global offering.
Trading in new shares allocated in the pre-placement on the Vienna Stock Exchange is expected to commence on or about September 24, 2013 and trading in new shares allocated in the rights offering and the global offering is expected to commence on or about October 9, 2013. The new shares will – like the existing shares – carry full dividend rights from, and including, the financial year ending March 31, 2014.
AT & S intends to use the net proceeds of the offering to finance its planned expansion, i.e. to expand its business to include the production of IC substrates, to reinforce the group’s financial flexibility and for general corporate purposes.
For further details, please refer to the prospectus, which is expected to be published on September 17, 2013 in accordance with section 10 (3) lit 2 Capital Market Act by providing it free of charge at the corporate seat of AT & S in Fabriksgasse 13, 8700 Leoben-Hinterberg and will in addition be published on the company’s website http://www.ats.net/ats-login.
For further information, please contact:
AT & S
Media and Investor Relations:
Martin Theyer, Tel.: +43-676 89555909
This announcement serves marketing purposes in Austria and constitutes neither an offer to sell nor a solicitation to buy any securities. A public offer by AT & S Austria Technologie & Systemtechnik Aktiengesellschaft (the “Company”) has not yet taken place. Any securities orders received prior to the commencement of the offer period will be rejected. If a public offer is made, a prospectus approved by the Austrian Financial Market Authority will be published in Austria and made available at the Company.
This announcement is not an offer for sale of securities in any jurisdiction where such an offer is illegal. The securities have not been registered under the U.S. Securities Act of 1933 as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements under the Securities Act. This announcement is not being issued in the United States and may not be distributed to publications with a general circulation in the United States.
This announcement is being distributed only to, and is directed only at persons (i) who are outside the United Kingdom or (ii) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (iii) who fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order (all such persons together being referred to as “Relevant Persons”). Any person who is not a Relevant Person must not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area (“EEA”), other than Austria, which has implemented the Prospectus Directive (2003/71/EC), as amended (each, a “Relevant Member State”) will only be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly, this announcement is only addressed to and is only directed at qualified investors in such EEA Member State within the meaning of the Prospectus Directive. Any person who is not a qualified investor within the meaning of the Prospectus Directive must not act or rely on this announcement or any of its contents.September 17, 2013 9:25