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[October 2009]
Wienerberger Launches Capital Increase
Wienerberger AG (Vienna, Austria) has announced the launch of a capital increase subject to the approval of the Financial Supervisory Authority (Finanzmarktaufsicht). With the Supervisory Board's approval, the Managing Board of Wienerberger has decided to issue up to 33,579,075 new ordinary no-par value shares, representing 40% of the existing share capital. ABN AMRO, Morgan Stanley and UniCredit are acting as Joint Bookrunners and Underwriters in this transaction.
The existing share capital of the company amounts to 83.9 million and will be increased to 117.5 million through the capital increase. The subscription ratio is 2:5, which means the rights offering to existing shareholders will be in the ratio of 2 new shares per 5 existing shares. The subscription price has been set at €10, resulting in gross issue proceeds of at least €335.8 million. The offer is mainly directed to existing Wienerberger shareholders, who can benefit from the lower, fixed subscription price by executing their subscription rights. The underwriter banks have guaranteed the placement or acquisition of the new shares at this price. With this transaction structure that provides for a capital increase at a fixed price with a discount to the market price, Wienerberger AG follows the procedure common for rights issues in Europe in order to accommodate the current market environment.
Wienerberger also confirmed that it had entered into an agreement with the Libyan Investment Authority (LIA), an investment fund of the Libyan state, pursuant to which LIA has committed to acquire, as part of the capital increase, up to 11.8 million shares of Wienerberger (representing up to 10% of the outstanding shares after the capital increase) at the subscription price. LIA may acquire the new shares by means of subscription rights acquired in the rights offering or in the placement of new shares for which subscription rights are not exercised in the rights offering. LIA is a long-term investor and holds interests in a variety of international industrial enterprises. LIA has agreed not to sell, within a period of one year, any shares acquired in the capital increase provided its participation in Wienerberger after the capital increase reaches at least 5%. In addition, it was agreed that LIA shall, without the consent of Wienerberger, not acquire more than 15% in Wienerberger's share capital for a two year period.
Wienerberger intends to use the net proceeds from the offering to regain financial flexibility. "We will use the proceeds from the capital increase primarily to repay our debt and strengthen our balance sheet. Not only does such move increase our financial flexibility and maintains access to financial markets but also allows us in the medium term to support our rating. With this important step we position ourselves at the forefront of our industry. Although the financial crisis is not yet behind us, our robust capital structure will better position Wienerberger to create value going forward," explained Heimo Scheuch, CEO of Wienerberger.
Wienerberger is the world's largest producer of bricks and second largest in the clay roof tiles market in Europe and also holds leading positions with pavers in Europe, with currently 236 plants in 26 countries. For the year ended 31 December 2008, the group had revenues of €2.431 billion and operating EBITDA of €440 million.
ENDS