BUWOG AG
03.11.2014 12:17
Dissemination of a Voting Rights Announcement, transmitted by
DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Vienna, 03 November 2014
BUWOG AG: Change in stake of voting rights of IMMOFINANZ AG
Based on the notification by IMMOFINANZ AG pursuant to section 91 et seq.
Austrian Stock Exchange Act from 30 October 2014 BUWOG AG announces
according to section 93 para 2 Austrian Stock Exchange Act that the
interest of voting rights of IMMOFINANZ AG (together with controlled
undertakings) in shares of BUWOG AG physically held by IMMOFINANZ AG has
changed and as a result the reporting threshold of 40% with respect to
shares held in accordance with section 91 Austrian Stock Exchange Act has
been crossed. The increase of the interest of voting rights of IMMOFINANZ
AG (together with controlled undertakings) results from the retransfer of
shares of BUWOG AG to IMMOFINANZ AG, which previously have been transferred
from IMMOFINANZ AG to the underwriting institutions in the course of
securities lending agreements in connection with the exchangeable bonds
issued by IMMOFINANZ AG due 2019 (ISIN XS1108672988).
With respect to the relevant interest of voting rights of IMMOFINANZ AG in
BUWOG AG (ISIN AT00BUWOG001), BUWOG AG announces in accordance with section
91 et seq. Austrian Stock Exchange Act as follows:
1. In connection with the EUR 375,000,000.00 1.5% bonds exchangeable into
ordinary bearer shares of BUWOG AG due 2019 issued by IMMOFINANZ AG
(ISIN XS1108672988, 'bonds exchangeable') IMMOFINANZ AG has concluded
global master securities lending agreements with the underwriting
institutions BNP Paribas Arbitrage SNC, Morgan Stanley & Co.
International plc and J.P. Morgan Securities plc, under which options
for securities lending ('Options for Securities Lending') were granted
to the respective institutions with regard to shares of BUWOG AG held
by IMMOFINANZ AG ('Loan Shares'). From 5,440,719 shares of BUWOG AG
previously transferred by IMMOFINANZ AG based on the Options for
Securities Lending (corresponding to an interest of voting rights of
approx. 5.46%), 2,237,187 Loan Shares (BUWOG-shares) were again
returned to IMMOFINANZ AG under the securities lending transactions.
The interest of voting rights attributable to the Loan Shares
(BUWOG-shares) granted by IMMOFINANZ AG for the securities lending
amounts to 3,203,532 shares / approx. 3.22%.
2. By transferring and returning Loan Shares (BUWOG-shares) the relevant
interest of voting rights in BUWOG AG in total held by IMMOFINANZ AG
(together with controlled undertakings) has not changed since
transferred Loan Shares are attributed to the stake of voting rights of
IMMOFINANZ AG until the termination of the securities lending pursuant
to the retransfer claim of IMMOFINANZ AG (section 91a para 1 no 1
Austrian Stock Exchange Act).
3. Due to the exercise of conversion rights of convertible bonds of
IMMOFINANZ AG due 2018 (ISIN XS0592528870), for which after the
adjustment of the conversion rights in the course of the spin-off of
BUWOG AG from IMMOFINANZ AG, upon conversion (also) a proportionate
number of shares of BUWOG AG has to be granted, IMMOFINANZ AG granted
3,244 shares of BUWOG AG to convertible bond holders. As a result the
relevant interest of voting rights of IMMOFINANZ AG (together with
controlled undertakings) in currently issued physical shares of BUWOG
AG has been reduced from 48,810,607 to 48,807,363 shares (still approx.
49%).
This number includes (i) shares of BUWOG AG held by IMMOFINANZ AG (and its
100% subsidiary IMBEA IMMOEAST Beteiligungsverwaltung GmbH) (approx.
40.68%), (ii) the transferred Loan Shares (approx. 3.22%) and (iii) those
shares of BUWOG AG which IMMOFINANZ AG is entitled and obliged to purchase
in case of the repayment of financing transactions with IMMOFINANZ AG
shares/BUWOG AG shares (approx. 5.10%).
In addition the (potential) interest of voting rights in the convertible
bond due 2019 of BUWOG AG (ISIN AT0000A17CA5) held by IMMOFINANZ AG is
attributed to IMMOFINANZ AG for the purpose of reporting on shareholdings
under stock exchange law.
This (potential) interest of voting rights has been increased based on an
adjustment of the conversion price due to dividend distribution by BUWOG AG
and therefore the relevant attributable (potential) interest of voting
rights currently comprises 14,380,530 shares / corresponding to approx.
14.44%. This interest of voting rights has to be determined in accordance
with section 91a para 5 Austrian Stock Exchange Act on the basis of the
current share capital of BUWOG AG without taking account of the capital
increase for the issuance of conversion shares.
4. For the purpose of reporting on shareholdings under stock exchange law
all listed interests of voting rights have to be counted up (section
91a para 7 Austrian Stock Exchange Act), which leads to a relevant
interest of voting rights of IMMOFINANZ AG (together with controlled
undertakings) of in total approx. 63.44% (section 91 at seq. Austrian
Stock Exchange Act) (for the breakdown of the interest of voting rights
according to sections 91, 92 Austrian Stock Exchange Act and section
91a Austrian Stock Exchange Act see below). Therefrom the interest of
voting rights of IMMOFINANZ AG in the total amount of shares in BUWOG
AG, which are currently issued (99,613,479 shares), amounts to approx.
49% (48,807,363 shares).
5. Loan Shares retransferred to IMMOFINANZ AG are no longer - like
transferred Loan Shares - attributed to the interest of voting rights
of IMMOFINANZ AG pursuant to section 91a para 1 no 1 Austrian Stock
Exchange Act, but to those shares directly held (interest of voting
rights pursuant to section 91 Austrian Stock Exchange Act). 2,237,187
Loan Shares were retransferred to IMMOFINANZ AG. The interest of voting
rights of IMMOFINANZ AG (together with controlled undertakings)
pursuant to section 91 Austrian Stock Exchange Act currently comprises
40,523,544 BUWOG AG shares / corresponding to approx. 40.68%. Hence,
IMMOFINANZ AG crossed the relevant reporting threshold of 40% with
respect to shares held in accordance with section 91 Austrian Stock
Exchange Act.
6. The relevant interest of voting rights according to sections 91, 92
Austrian Stock Exchange Act and section 91a Austrian Stock Exchange Act
is described below:
a) Shareholder/Entity: IMMOFINANZ AG
Shares/Type of Instrument: BUWOG AG Ordinary Share (ISIN AT00BUWOG001)
Exercise Period/Expiry Date: n.a./n.a.
Number of Equivalent Shares (number of shares/%): 39,959,068 shares/approx.
40.11%
b) Shareholder/Entity: IMMOFINANZ AG
Shares/Type of Instrument: retransfer right with respect to the Loan Shares
pursuant to the securities lending within the scope of the issuance of the
bonds exchangeable (section 91a para 1 no 1 Austrian Stock Exchange Act)
Exercise Period/Expiry Date: on the maturity date of the bonds exchangeable
(11 September 2019) and on delivery dates for BUWOG AG shares in case of
redemption of the bonds exchangeable by way of share delivery (share
redemption).
Number of Equivalent Shares (number of shares/%): 3,203,532 shares/approx.
3.22%
c) Shareholder/Entity: IMBEA IMMOEAST Beteiligungsverwaltung GmbH
(100% subsidiary of IMMOFINANZ AG)
Shares/Type of Instrument: BUWOG AG Ordinary Share (ISIN AT00BUWOG001)
Exercise Period/Expiry Date: n.a./n.a.
Number of Equivalent Shares (number of shares/%): 564,476 shares/approx.
0.57%
d) Shareholder/Entity: IMMOFINANZ AG
Shares/Types of Instrument: financing transaction with IMMOFINANZ AG
shares/BUWOG AG shares combined with the right/obligation to purchase BUWOG
AG shares (ISIN AT00BUWOG001) upon redemption of the financing transaction
(sec 91a para 1 no 1 Austrian Stock Exchange Act).
Exercise Period/Expiry Date: ongoing/25 March 2015
Number of Equivalent Shares (number of shares/%): 5,080,287 shares/approx.
5.10%
e) Shareholder/Entity: IMMOFINANZ AG
Shares/Types of Instrument: BUWOG AG convertible bond due 2019 (ISIN
AT0000A17CA5) with conversion rights into ordinary shares of BUWOG AG (ISIN
AT00BUWOG001) (sec 91a para 5 Austrian Stock Exchange Act)
Exercise Period/Expiry Date: 28 January 2015 - 25 April 2019 /n.a.
Number of Equivalent Shares (number of shares/%): 14,380,530 shares/approx.
14.44%
For questions please contact:
INVESTOR RELATIONS
Holger Lüth
Head of Investor Relations & Corporate Finance
Email: holger.lueth@buwog.com
Tel.: +43-1-878 28 1203
Fax: +43-1-878 28 5203
MEDIA INQUIRIES
Thomas Brey
BUWOG Press Office, c/o LUSTIG+BREY
Email: brey@lustigbrey.at
Tel.: +43-1-233 01 23-15
Mobile: +43 676 / 542 39 09
03.11.2014 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: BUWOG AG
Hietzinger Kai 131
1130 Wien
Austria
Internet: www.buwog.com
End of Announcement DGAP News-Service
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DGAP-PVR: BUWOG AG: Release according to Article 93, Section 2 BörseG with the objective of Europe-wide distribution
| Source: EQS Group AG