03.12.2018,
10625 Zeichen
Corporate news transmitted by euro adhoc with the aim of a Europe-wide
distribution. The issuer is responsible for the content of this announcement.
Restructuring & Recapitalisation
Linz - Subject to the approval of the Supervisory Board, voestalpine AG's
Management Board resolved on December 3, 2018 to exercise its power to increase
the Company´s registered capital in accordance with § 4 (2b) of its Articles of
Association by issuing 2,200,000 new bearer shares at no par value, thus
increasing the registered capital by approximately 1.25%. The issue price was
fixed at EUR 29.24 per share. The issue price of the shares corresponds to the
closing average market price of the voestalpine share over the 5 trading days
prior to the resolution of Management Board adopted on December 3, 2018.
The purpose of issuing the new shares is to further expand and safeguard
voestalpine´s employee shareholding scheme. The subscription rights of all other
shareholders are thus being excluded, and shares may be acquired only by
voestalpine Mitarbeiterbeteiligung Privatstiftung, which shall hold the shares
for the employees participating in the voestalpine employee shareholding scheme.
This notice constitutes neither an offer for sale nor an invitation to submit an
offer to purchase voestalpine AG securities.
Upon completion of the capital increase, the company's capital stock will be EUR
324,391,840.99 and consist of 178,549,163 individual shares. The share of
voestalpine Mitarbeiterbeteiligung Privatstiftung shall increase from the
current approx. 12.52% to 13.58% (plus approx. 1.27% private shares). The
capital increase is scheduled for implementation by the end of March 2019.
Below you will find the report of voestalpine AG's Management Board concerning
the exclusion of the subscription rights.
This report as well as further details as to the publication, is available on
www.voestalpine.com
http://www.voestalpine.com/ under Investors or please
contact the Investor Relations Team of voestalpine AG under +43/50304/15-9949
for any further details.
Report of the Management Board of voestalpine AG
(FN 66209 t)
in accordance with § 171 (1) in conjunction with § 153 (4) Austrian Joint Stock
Corporation Act [AktG]
1. General
In accordance with § 169 Austrian Joint Stock Corporation Act [AktG] the general
meeting of shareholders of voestalpine AG held on July 2, 2014 authorized the
Management Board to increase the company's capital up to EUR 31,330,923.02 on or
before June 30, 2019, if necessary in several tranches, by issuing up to
17,244,916 bearer shares, in exchange for contributions in kind and/or cash
contributions under exclusion of the subscription rights of shareholders to be
made available to employees, executives and members of the Management Board of
the company or a company affiliated with the company, under an employee
shareholding scheme. The procedure, the issue price and the terms of the issue
as well as any exclusion of the subscription rights are to be determined by the
Management Board of voestalpine AG in agreement with the Supervisory Board. The
Supervisory Board is authorized to make any changes to the Articles of
Association of the Company resulting from the issue of shares from authorized
capital (see § 4 (2b) of voestalpine AG's Articles of Association as in force on
March 23, 2017).
The Management Board of voestalpine AG has exercised this power so far twice.
For the first time with resolution on the utilization of authorized capital as
of March 9, 2015 as the company's capital was increased by EUR 4,542,052.14 to
EUR 317,851,287.79 by issuing 2,500,000 new bearer shares. By resolution of the
Management Board of March 6, 2017, this authorization was again used and the
company's capital was increased by EUR 2,543,549.20 to EUR 320,394,836.99 by
issuing 1,400,000 new bearer shares.
2. Resolution of the Management Board
Pursuant to the authorization referred to in section 1 and subject to the
agreement of the Supervisory Board, on December 3, 2018 voestalpine AG's
Management Board resolved to increase the company's capital, currently totaling
EUR 320,394,836.99, by 3,997,004.00 to EUR 324,391,840.99, by issuing 2,200,000
new bearer shares entitled to participate in dividends as from April 1, 2018
('Capital Increase'). This constitutes a 1.25% (rounded) increase in the
Company's registered capital.
The issue price was fixed at EUR 29.24 per share, to be fully paid in and in
cash. The issue price for the shares corresponds to the voestalpine AG share's
closing average market price over the 5 trading days prior to the resolution of
Management Board taken on December 3, 2018.
Shares from the capital increase may only be acquired by the shareholder
voestalpine Mitarbeiterbeteiligung Privatstiftung, which is subject to the
obligation to hold these shares in trust pursuant to the provisions of the
voestalpine employee shareholding scheme for the employees and executives of
voestalpine AG or any of its affiliated companies participating in the
voestalpine employee shareholding scheme. The subscription rights of all other
shareholders were excluded.
3. Exclusion of shareholder subscription rights
Employees are the most important assets of any company. Economic success cannot
be achieved without their positive contribution. This is the reason why as early
as 2000, voestalpine launched an employee shareholding scheme which has
subsequently been expanded continually. Currently voestalpine
Mitarbeiterbeteiligung Privatstiftung holds 12.52% of voestalpine AG's capital.
Additionally, voestalpine Mitarbeiterbeteiligung Privatstiftung exercises voting
rights of approximately 1.28% of private shares of present and former employees.
Employee participation in voestalpine means that voestalpine AG has a stable
shareholder. It also strengthens employee loyalty towards the company, and as
shareholders employees profit from its success.
Employee participation in voestalpine is essentially based on the utilization of
portions of the wage and salary increases resulting from collective bargaining
agreements to allocate shares in voestalpine AG. As a first step in this
process, shares are acquired by voestalpine Mitarbeiterbeteiligung
Privatstiftung, which holds them in its own account. The second stage is the
annual allocation of shares to employees, taking account and making use of tax
benefits as appropriate. The shares allocated to employees are held by
voestalpine Mitarbeiterbeteiligung Privatstiftung for the employees in custodial
accounts specifically opened for the employees. Voting rights for all shares
held by voestalpine Mitarbeiterbeteiligung Privatstiftung (own account,
custodial accounts) are exercised by voestalpine Mitarbeiterbeteiligung
Privatstiftung, with employees being entitled to receive dividends from shares
already allocated to them. If employees participating in the employee
shareholding scheme leave the voestalpine Group for any reason (e.g.
retirement), they will receive the shares that have been held for them in trust
by voestalpine Mitarbeiterbeteiligung Privatstiftung, to do with as they wish.
The number of voestalpine AG shares held by employees under the employee
participation scheme is therefore not constant but decreases as a result of
staff fluctuations, as happens in every company.
The 1,25% (rounded) capital increase is being carried out in order to ensure
that the level of employee participation in voestalpine AG capital is at least
10% - a basic objective pursued by both the Management Board and the company's
employees. In addition, the capital increase will (initially) increase employee
participation in voestalpine AG's capital to 13.58% (plus approximately 1.27% of
private shares). This level of participation will decrease in the future, in
line with staff fluctuations in the voestalpine Group, unless voestalpine
Mitarbeiterbeteiligung Privatstiftung acquires additional voestalpine AG shares
under the employee shareholding scheme.
Under § 153 (5) of the Austrian Joint Stock Corporation Act [AktG], preferential
issue of a company's shares to employees, executives and members of the
Management Board of the company or any of its affiliated companies is sufficient
grounds for excluding the subscription rights of shareholders. Furthermore,
exclusion is justified on factual grounds, since
(i) for the reasons set forth above, both the employee shareholding scheme and
measures to safeguard it are in the interests of voestalpine AG,
(ii) exclusion of shareholder subscription rights in connection with the capital
increase is likely to achieve the aim of safeguarding the voestalpine employee
shareholding scheme and there is no other way to do so in a similarly efficient
way without excluding these shareholder subscription rights, and
(iii) exclusion of shareholder subscription rights is proportionate. As the
increase of capital stock is relatively modest, the Management Board is of the
opinion that the position of minority shareholders will be scarcely, or only
slightly, affected and no new majority positions will arise. Shareholders will
not incur any proprietary disadvantages, since the amount at which each share
will be issued corresponds to the voestalpine AG share's closing average market
price over the 5 trading days prior to the resolution of Management Board taken
on December 3, 2018. Using this average market price will ensure that the amount
at which each share is issued corresponds to the company's valuation on the
stock exchange. In addition there is no substantial danger of diluting the
shareholders' membership rights since the company's shares are highly liquid and
shareholders are able to acquire the company's shares in the capital markets at
any time in volumes that compensate for their diluted voting rights.
Overall, exclusion of shareholder subscription rights is justified on factual
grounds.
Linz, December 2018
The Management Board
This report of the Management Board is a translation of the German report called
"Bericht des Vorstands der voestalpine AG gemäß § 171 Abs 1 iVm § 153 Abs 4
AktG". In any case the German report shall be binding. This translation is for
information purposes only.
end of announcement euro adhoc
Attachments with Announcement:
----------------------------------------------
http://resources.euroadhoc.com/documents/2092/5/10238294/1/Re...
issuer: voestalpine AG
voestalpine-Straße 1
A-4020 Linz
phone: +43 50304/15-9949
FAX: +43 50304/55-5581
mail: IR@voestalpine.com
WWW: www.voestalpine.com
ISIN: AT0000937503
indexes: ATX, WBI
stockmarkets: Wien
language: English
Digital press kit:
http://www.ots.at/pressemappe/2054/aom
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voestalpine
Akt. Indikation: 21.26 / 21.48
Uhrzeit: 22:59:15
Veränderung zu letztem SK: 0.71%
Letzter SK: 21.22 ( -0.38%)
Bildnachweis
1.
Voestalpine-Vorstand Eder im Gespräch mit Aktionär, Gewinn-Messe 2018
>> Öffnen auf photaq.com
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