At & S Austria Technologie & Systemtechnik
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PROSPECTUS AT & S AUSTRIA TECHNOLOGIE & SYSTEMTECHNIK AKTIENGESELLSCHAFT (a joint stock corporation incorporated under the laws of Austria under registered number FN 55638 x) Offering of up to 15,527,412 bearer shares (with no-par value) Listing of up to 12,950,000 new bearer shares (with no-par value) on the Official Market of the Vienna Stock Exchange This is an offering of an aggregated amount of up to 15,527,412 ordinary bearer shares, ISIN AT0000969985, each representing a calculated notional amount of EUR 1.10 of the share capital of AT & S Austria Technologie & Systemtechnik Aktiengesellschaft, a joint stock corporation under Austrian law (the “Company” or the “Issuer”, and together with its consolidated subsidiaries, “AT & S” or the “Group”), consisting of up to 12,950,000 shares newly issued by the Company following a share capital increase in two tranches (the “New Shares”) and up to 2,577,412 treasury shares (the “Offered Treasury Shares”, and together with the New Shares the “Offer Shares”). The Company’s shareholders (the “Existing Shareholders”) are invited to exercise their subscription rights with the ISIN AT0000A120R2 (the “Subscription Rights”) to subscribe for the Offer Shares (the “Rights Offering”). Offer Shares for which Subscription Rights are not exercised in the Rights Offering and which were not placed in the Pre-placement as described below (the “Rump Shares”) will be offered in (i) a public offering to retail and institutional investors in the Republic of Austria (“Austria”) (the “Austrian Offering”) and (ii) a non-public offering outside of Austria and the United States of America to selected institutional investors in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and other applicable exemptions (the “International Institutional Offering”). The offerings referred to in (i) and (ii) are hereinafter referred to as the “Global Offering”, and together with the Rights Offering and the Pre-placement described below as the “Offering”. The Company has 25,900,000 ordinary bearer shares outstanding (the “Existing Shares”, and together with the Offer Shares, the “Shares”). Existing Shareholders exercising their Subscription Rights will be entitled to 2 Offer Shares for every 3 Existing Shares held against payment of the Subscription and Offer Price. Shareholders will receive one subscription right for each Existing Share held as of September 18, 2013, 23:59 CEST. The period during which Existing Shareholders may exercise their Subscription Rights and the offer period during which investors in Austria and institutional investors outside Austria and the United States of America may submit formal bids for the purchase of Offer Shares in the Global Offering begins on September 19, 2013, and is expected to end on October 3, 2013 (the “Subscription and Offer Period”), and may be extended or terminated at any time. The Subscription Rights will be traded on the Vienna Stock Exchange from and including September 25, 2013 to September 27, 2013. Holders of Subscription Rights can acquire additional Subscription Rights on the market in order to acquire Offer Shares, or can sell their Subscription Rights in the market, subject to certain restrictions as set out in “Selling Restrictions”. Subscription Rights not exercised by the end of the Subscription and Offer Period will expire without value. Up to 3,367,471 Offer Shares will initially be offered in private placements to selected institutional investors in Austria and outside of Austria in reliance on Regulation S under the U.S. Securities Act and other applicable exemptions (the “Pre-placement“). The Pre-placement will take the form of a bookbuilding procedure and is expected to take place on September 17, 2013 and September 18, 2013. The corresponding Subscription Rights were waived by Androsch Privatstiftung and Dörflinger-Privatstiftung (together the “Principal Shareholders”). The offer price determined in the course of the Pre-placement, the subscription price in the Rights Offering and the offer price in the Global Offering will be identical (the “Subscription and Offer Price”). The Subscription and Offer Price is expected to be determined on or about September 18, 2013, by the Company in consultation with Joh. Berenberg, Gossler & Co. KG and Erste Group Bank AG (the “Joint Lead Managers”) and will be announced and published immediately thereafter, including by way of an ad-hoc announcement, via electronic media, on or about September 18, 2013. The maximum Subscription and Offer Price is EUR 9.50. The Principal Shareholders have undertaken to (indirectly) subscribe for an aggregate EUR 20 million in Offer Shares in the Offering (the “Firm Orders”). The Joint Lead Managers have agreed to purchase themselves from the Company Offer Shares up to a total maximum volume of EUR 25 million if not all Rump Shares can be placed in the Global Offering (the “Hard Underwriting”). The final number of Offer Shares is expected to be determined on or about October 4, 2013 based on the outcome of the Offering and will be announced and published, including by way of an ad-hoc announcement, via electronic media, immediately thereafter. The Existing Shares are listed on the Official Market (Amtlicher Handel) of the Vienna Stock Exchange (Wiener Börse) under the symbol “ATS” and traded in the Prime Market segment. The closing price of the Existing Shares on the Vienna Stock Exchange on September 16, 2013 was EUR 7.99 per Existing Share. Application will be made to list the New Shares on the Official Market of the Vienna Stock Exchange. Trading in New Shares allocated in the Pre-placement in the Prime Market segment is expected to commence on or about September 24, 2013 and trading in New Shares allocated in the Rights Offering and the Global Offering in the Prime Market segment is expected to commence on or about October 9, 2013. The Subscription Rights and the Offer Shares have not been and will not be registered under the securities laws of any jurisdiction other than the Republic of Austria, in particular they have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state of the United States. Subscription Rights may be exercised only by or on behalf of shareholders outside the United States in reliance on Regulation S under the U.S. Securities Act and the Offer Shares may be offered or sold only outside the United States in reliance on Regulation S under the U.S. Securities Act or pursuant to other applicable exemptions. For a description of certain restrictions on offers, sales and transfers of the Offer Shares and the distribution of this prospectus, see “Selling Restrictions”. An investment in the Offer Shares carries a high degree of risk. See “Risk Factors” beginning on page 21 to read about factors that should be considered before exercising the Subscription Rights and investing in the Offer Shares. The Offer Shares should be bought and traded only by persons knowledgeable in investment matters. The Offered Treasury Shares are, and the New Shares will be, represented by a modifiable global certificate (veränderbare Sammelurkunde), deposited with Oesterreichische Kontrollbank Aktiengesellschaft (“OeKB”). Interests in the Offer Shares allocated in the Pre-placement will be credited on or about September 24, 2013 and in Offer Shares allocated in the Rights Offering or the Global Offering on or about October 9, 2013 (the “Closing Date”), in each case against payment therefore, to the accounts of investors through book-entry facilities of OeKB, Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream”). This prospectus has been approved by the Austrian Financial Market Authority (Finanzmarktaufsicht, the “FMA”) in its capacity as competent authority under the Austrian Capital Markets Act 1991 as amended (Kapitalmarktgesetz) (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 the prospectus only in respect of its completeness, coherence and comprehensibility pursuant to section 8a of the Capital Markets Act. Joint Lead Managers Berenberg Erste Group The date of this prospectus is September 17, 2013 This document comprises a prospectus (the “Prospectus”) dated September 17, 2013 for the purposes of the offer of the Offer Shares to the public in Austria and the listing of the New Shares on the Official Market of the Vienna Stock Exchange. This Prospectus has been prepared in accordance with Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended, the Capital Markets Act, and the Austrian Stock Exchange Act (Börsegesetz) (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 listing application for the New Shares on the Official Market of the Vienna Stock Exchange, and will be deposited with the notification office (Meldestelle) at OeKB 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 New Shares, other than as contained in this Prospectus, and, if given or made, any other information or representation must not be relied upon as having been authorized by the Company or the Joint Lead Managers. 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 the Group since the date hereof or that the information set out in this Prospectus is correct as at any time since its date.