Ipo-Prospectus-Pdf-Data.Pdf
Total Page:16
File Type:pdf, Size:1020Kb
BAWAG Group AG (incorporated as a stock corporation under the laws of Austria, registered number FN 269842 b) Offering of up to 40,250,000 Offer Shares Price Range: € 47.00 to € 52.00 per Offer Share This prospectus (the “Prospectus”) relates to the offering of up to 40,250,000 no par value ordinary bearer shares in BAWAG Group AG, a stock corporation organized under Austrian law (the “Company” and, together with its consolidated subsidiaries, “BAWAG Group”), each such share with a notional value of € 1.00 in the share capital and with dividend rights as from January 1, 2017 (excluding, however, an interim dividend of € 51.6 million distributed prior to the date of this Prospectus) (the “Offer Shares”). The Offer Shares comprise up to 35,000,000 shares (the “Firm Shares”) from the holdings of Promontoria Holding 212 B.V., Promontoria Holding 213 B.V., Promontoria Holding 214 B.V., Promontoria Holding 215 B.V. and Promontoria Holding 216 B.V. (together the “Cerberus Shareholders”) owned and controlled by several funds and accounts under management by Cerberus Capital Management LP and its affiliates (“Cerberus”), GoldenTree HoldCo Lux 1 S.à r.l., GoldenTree HoldCo Lux 2 S.à r.l., GoldenTree HoldCo Lux 3 S.à r.l., GoldenTree Asset Management Dutch BV, GN3 SIP LP and Stichting PGGM Depositary (together the “GoldenTree Shareholders”) which are owned and controlled by several funds and accounts under management by, or whose holdings in the Company are subject to an investment management agreement with, GoldenTree Asset Management LP and its affiliates (“GoldenTree”), Promontoria Sacher Holding, B.V. (“PSH”) and certain minority shareholders (together with the Cerberus Shareholders, the GoldenTree Shareholders and PSH, the “Selling Shareholders”) and up to 5,250,000 shares (the “Over-Allotment Shares”) from the holdings of the Selling Shareholders (other than PSH and certain minority shareholders) to cover a potential Over-Allotment (as defined below). Goldman Sachs International may exercise this Over-Allotment (as defined below) option on behalf of the Underwriters (as defined below) on one or more occasions during the period beginning on the date of commencement of trading in the shares of the Company on the Vienna Stock Exchange and ending no later than 30 calendar days thereafter. The Offer Shares will be offered in an international offering (the “Offering”), which consists of (i) a public offering to retail and institutional investors in the Republic of Austria (“Austria”) and (ii) a private placement outside Austria to selected institutional investors, including a private placement within the United States of America (the “United States”or“U.S.”) to qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and outside of the United States to certain other eligible institutional investors in reliance on Regulation S (“Regulation S”) under the Securities Act. The Offer Period during which institutional investors may offer to purchase Offer Shares in the Offering begins on October 12, 2017 and is expected to end on October 24, 2017 (the “Offer Period”). Retail investors may submit their orders only until (and including) October 23, 2017. The Offer Period may be shortened, extended or terminated at the absolute discretion of the Selling Shareholders and the Joint Global Coordinators and Joint Bookrunners (as defined below) at any time. The price range within which purchase offers for the Firm Shares may be submitted has been set at € 47.00 to € 52.00 per share (the “Price Range”). Prior to this offering, no public market for the shares exists. The offer price will be set on or about October 24, 2017. The Company will apply for admission of all of its shares (the “Existing Shares”) to trading on the official market of the Vienna Stock Exchange (the “Official Market”). Trading of the Shares on the Official Market is expected to commence on or about October 25, 2017. The Offering and the Offer Shares have not been and will not be registered under the securities laws of any jurisdiction other than Austria, and, in particular, have not been and will not be registered under the Securities Act. The Offer Shares will be offered or sold in the United States only to QIBs in reliance on Rule 144A or in reliance on another available exemption from, or in transactions not subject to, the registration requirements of the Securities Act and outside the United States in reliance on Regulation S. Prospective investors are hereby notified that sellers of the Offer Shares may be relying on the exemptions from the provisions of Section 5 of the Securities Act provided by Rule 144A. The Offer Shares are transferable only in accordance with the restrictions described under “Transfer and Selling Restrictions”. Investing in the Offer Shares involves risks. Prospective investors should read the entire document and, in particular, “3 Risk Factors” beginning on page 85 of this Prospectus. The Offer Shares will be represented by one or more global certificates, which will be deposited with OeKB CSD GmbH (“OeKB CSD”). The Offer Shares will be credited on or about October 30, 2017, to the accounts of investors in book-entry form through the facilities of OeKB CSD, Euroclear S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream”) in each case against payment of the final offer price (the “Final Offer Price”). The ISIN of the Existing Shares is AT0000BAWAG2. This Prospectus has been prepared in accordance with Annexes I, III, XXII and XXX of Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended, the Austrian Capital Markets Act (Kapitalmarktgesetz; the “Capital Markets Act”), and the Austrian Stock Exchange Act (Börsegesetz; the “Stock Exchange Act”) and has been approved by the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde; the “FMA”) in its capacity as competent authority under the Capital Markets Act. The accuracy of the information contained in this Prospectus does not fall within the scope of examination by the FMA under applicable Austrian law. The FMA examines this Prospectus only in respect of its completeness, coherence and comprehensibility pursuant to Section 8a of the Capital Markets Act. Joint Global Coordinators and Joint Bookrunners Citigroup Credit Suisse Goldman Sachs International J.P. Morgan Morgan Stanley & Co. International plc Joint Bookrunners BofA Merrill Lynch Barclays UBS Investment Bank Co-Lead Managers COMMERZBANK Raiffeisen Centrobank The date of this Prospectus is October 11, 2017 IMPORTANT INFORMATION ABOUT THE OFFERING This document comprises this Prospectus dated October 11, 2017, for the purposes of the public offering of the Offer Shares to investors in Austria, private placements of the Offer Shares internationally and the listing of the Existing Shares on the Official Market. This Prospectus has been prepared in accordance with Annexes I, III, XXII and XXX of Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended, the Capital Markets Act and the Stock Exchange Act. This Prospectus has been approved by the FMA. This Prospectus will be filed as a listing prospectus (Börseprospekt) with the Vienna Stock Exchange in accordance with the Stock Exchange Act in connection with the application for listing of the Existing Shares on the Official Market, and will be deposited with the notification office (Meldestelle) at Oesterreichische Kontrollbank Aktiengesellschaft in accordance with the Capital Markets Act. No person is or has been authorized to give any information or to make any representation in connection with the offer or sale of the Offer Shares, other than as contained in this Prospectus. Any other information or representation given or made in connection with the Offering must not be relied upon as having been authorized by the Company, the management board (Vorstand) of the Company (the “Management Board”), any of Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, Goldman Sachs International, J.P. Morgan Securities plc, and Morgan Stanley & Co. International plc (“Morgan Stanley”) (together the “Joint Global Coordinators and Joint Bookrunners” and together with Merrill Lynch International, Barclays Bank PLC and UBS Limited as additional joint bookrunners and COMMERZBANK Aktiengesellschaft and Raiffeisen Centrobank AG as co-lead managers, the “Underwriters”). The delivery of this Prospectus at any time after the date hereof shall not, under any circumstances, create any implication that there has been no change in the affairs of BAWAG Group since the date hereof or that the information set out in this Prospectus is correct as of any time since its date. The Selling Shareholders and the Underwriters make no representation or warranty, express or implied, as to the accuracy or completeness or verification of the information in this Prospectus. Nothing in this Prospectus is, or shall be relied upon as, a promise or representation by the Selling Shareholders or the Underwriters. Any significant new factor, material mistake or inaccuracy relating to the information included in this Prospectus which is capable of affecting the assessment of the Offer Shares and which arises or is noted between the approval of this Prospectus by the FMA and the later of completion of the Offering and commencement of trading in the Existing Shares on the Vienna Stock Exchange will be published in a supplement to this Prospectus in accordance with Section 6 of the Capital Markets Act. Such supplement must be approved by the FMA and be published in the same manner as this Prospectus. The Underwriters are acting exclusively for the Company and the Selling Shareholders and no one else in connection with the Offering. They will not regard any other person (whether or not a recipient of this document) as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and the Selling Shareholders for providing the protections afforded to their respective clients nor for giving advice in relation to the Offering or any transaction or arrangement referred to herein.