EQS-News: STRABAG SE: Planned capital measures to reduce ownership interest of Rasperia to below 25%

EQS-News: STRABAG SE / Key word(s): Corporate Action
STRABAG SE: Planned capital measures to reduce ownership interest of
Rasperia to below 25%

11.05.2023 / 13:45 CET/CEST
The issuer is solely responsible for the content of this announcement.

══════════════════════════════════════════════════════════════════════════

STRABAG SE – planned capital measures to reduce ownership interest of
Rasperia to below 25%

• Capital measures aimed at preventing any possible influence by
Rasperia
• Proposal to the Annual General Meeting on 16 June 2023
• Shareholder options: distribution in cash or in the form of new shares
based on a non-cash capital increase
• Austrian core shareholders support these measures and commit to
exercise of the share-based option
• Capital measures are subject to various conditions and will be
completed in Q1/2024 at the earliest

The Management Board of STRABAG SE will propose a set of capital measures
to the Annual General Meeting to reduce the shares held by MKAO Rasperia
Trading Limited from the current 27.8% to below 25% (blocking minority).
Rasperia is controlled by Oleg Deripaska, who has been on the EU sanctions
list since 8 April 2022. The shares of Rasperia are currently frozen as a
result.

“We must do everything we can to reduce the disadvantages and risks
arising from Rasperia’s shareholding and strictly prevent any influence.
This is the best way to protect the company’s interests,” explains CEO
Klemens Haselsteiner. “Following the decisive measures taken since March
2022, this is now the next important step on this path. These new measures
also serve as a clear signal to our clients and stakeholders,”
Haselsteiner says.

To achieve this planned reduction of ownership interest, the Management
Board will propose several capital measures to the 19th Annual General
Meeting on 16 June 2023, at the end of which there will be a conditional
distribution to shareholders from the reserves of STRABAG SE. Shareholders
may claim this distribution either in cash or in the form of new shares.
The Austrian core shareholders – the Haselsteiner family, Raiffeisen and
UNIQA – have contractually committed to exercise the share-based option.
This non-cash capital increase will increase the share capital of STRABAG
SE. Due to the sanctions against it, MKAO Rasperia Trading Limited does
not have the right to receive new shares, which reduces the share package
to below 25%.

Another step in distancing the company from Deripaska

The Management Board of STRABAG SE had already decided in March 2022 not
to pay any dividends to the shareholder Rasperia. At that time, two of the
company’s key markets, the UK and Canada, had already imposed sanctions
against Deripaska. The Group is in the process of winding up its business
in Russia, accounts for a negligible 0.3% of the output volume. At the
same time, Haselsteiner Familien-Privatstiftung terminated its syndicate
agreement with Rasperia, UNIQA and Raiffeisen. The Austrian shareholders
have since concluded a new agreement and made a mandatory offer to the
free float. The Supervisory Board member delegated by Rasperia, Thomas
Bull, was removed from his position in an Extraordinary General Meeting on
5 May 2022. Bull and Rasperia have filed an action for annulment against
this decision at the Klagenfurt Regional Court.

The capital measures in detail

The capital measures are to be implemented in several steps to be approved
by the Annual General Meeting. As a preparatory step, a capital adjustment
will be made from company funds, with committed reserves in the amount EUR
1,900,000,000.00 converted into share capital without the issue of shares.
The share capital increased in this manner will then be reduced by means
of an ordinary capital reduction in the amount of EUR 996,620,004.30. This
amount will be transferred to free reserves. The remaining sum of EUR
903,379,995.70 from the capital adjustment will then be used to implement
a capital reduction for purposes of making a conditional distribution to
shareholders.

The distribution amount will be EUR 9.05 per no-par value share and will
be paid in cash or, at the option of each shareholder, in new company
shares. Rasperia will be excluded from this option. Only those
shareholders who elect to receive a distribution from the capital
reduction in the form of shares will participate in the non-cash capital
increase by contributing their distribution entitlements to carry out the
non-cash capital increase for which they will then receive new Company
shares.

“The Management Board of STRABAG SE would be pleased if our shareholders
supported the planned measures and opted for the share-based option. It
certainly is not the intention of these measures to reduce the free
float,” says Klemens Haselsteiner.

The subscription ratio for the non-cash capital increase will be set at
1:4 (1 new share for 4 existing shares), and the subscription price per
new share will be set at EUR 36.20. The non-cash contribution to be made
for the receipt of new shares thus comprises 4 distribution rights in the
total nominal amount of EUR 36.20. The proposed subscription price and the
subscription ratio have been established based on a business value of the
Company as determined by an expert business valuation as at the valuation
date of the Annual General Meeting taking into consideration an assumed
distribution amount of EUR 9.05 per no-par value share entitled to
distribution.

A subscription offer to the shareholders to elect a distribution in the
form of shares will be published following the Annual General Meeting and
registration of the resolution by the Annual General Meeting approving the
non-cash capital increase with the commercial register and is expected to
be submitted to the shareholders in August/September 2023.

The Austrian core shareholders, who together hold approx. 57.78% of the
share capital, support these measures and have committed themselves
contractually to elect for a distribution in the form of new shares.

A six-month waiting period following the registration of the capital
reduction with the commercial register must be observed with regard to the
distribution from the capital reduction and thus for the implementation of
the non-cash capital increase to issue new shares. According to the
proposed resolution, implementation of the non-cash capital increase must
be registered with the commercial register no later than 31 March 2024.

Provided that all other conditions are met, the non-cash capital increase
is not expected to be completed (implemented) until the first quarter of
2024. Only then a cash payment of the distribution, or distribution in the
form of new shares, may be made at that same time. The Company will
provide details concerning the modalities of payment in a separate
communication.

However, it is possible that the measures can still fail and will not be
implemented. Neither a distribution in cash nor in form of shares shall
may be made if any of the applicable conditions are not satisfied at all
or not on a timely basis. If the non-cash capital increase fails, there
will likewise be no cash distribution to shareholders from the capital
reduction.

The ordinary dividend distribution of EUR 2.00 per share for the 2022
financial year is independent of the proposed measures and is subject to a
resolution of the Annual General Meeting on 27 June 2023 (dividend payment
date).

Disclosures:

This communication is a mandatory notification pursuant to Article 17 of
the Market Abuse Directive (EU) No 596/2014. It constitutes neither a
financial analysis nor advice or recommendation relating to financial
instruments, nor an offer, solicitation, or invitation to buy or sell
securities of STRABAG SE.

The dissemination of this information and an offer to purchase securities
of STRABAG SE are subject to legal restrictions in various jurisdictions.
Persons who receive this document are requested to inform themselves of
any such restrictions. This communication does not comprise an offer of
securities for sale to, or the solicitation of an offer of securities for
sale by, any person in the United States, Australia, Japan or any other
jurisdiction in which such offer or solicitation would be unlawful.

If an offer is made pursuant to the resolutions of the Annual General
Meeting, it will be made solely on the basis of applicable provisions of
European and Austrian law. Accordingly, no notices, approvals or
authorisations for an offer have been or will be filed, arranged, or
granted outside of Austria. Holders of securities should not expect to be
protected by any investor protection laws applicable within any other
jurisdiction.

Neither subscription rights to new shares nor new shares have been or will
be registered under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), or with any securities regulatory authorities of any
state or other jurisdiction of the United States of America. Neither
subscription rights nor new shares may be offered, sold, exercised,
pledged or transferred, directly or indirectly, at any time into or within
the United States of America or any other jurisdiction in which it would
be unlawful to do so, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S.
Securities Act or the applicable exemption provisions of any other state
and provided there is no violation of applicable securities laws of any
state of the United States of America or any other country.

To the extent that this communication contains predictions, expectations
or statements, estimates, opinions or forecasts about the future
development of STRABAG SE (“forward-looking statements”), such
forward-looking statements have been prepared on the basis of the current
views and assumptions of the management of STRABAG SE. Forward-looking
statements are subject to various assumptions made on the basis of current
internal plans or external publicly available sources, which have not been
separately verified or checked by STRABAG SE and which may prove to be
inaccurate. Forward-looking statements are subject to known and unknown
risks, uncertainties and other factors that may cause results and/or
developments to differ materially from those expressed or implied in this
communication. In light of these circumstances, persons who receive this
communication should not place undue reliance on such forward-looking
statements. STRABAG SE assumes no liability or warranty for such
forward-looking statements and will not modify them based on future
results and developments. The views and assessments expressed by STRABAG
SE in this communication may also change after publication thereof.

STRABAG SE is a European-based technology partner for construction
services, a leader in innovation and financial strength. Our services span
all areas of the construction industry and cover the entire construction
value chain. We create added value for our clients by taking an end-to-end
view of construction over the entire life cycle – from planning and design
to construction, operation and facility management through to
redevelopment or demolition. In all of our work, we accept responsibility
for people and the environment: We are shaping the future of construction
and are making significant investments in our portfolio of more than 250
innovation and 400 sustainability projects. Through the hard work and
dedication of our approximately 79,000 employees, we generate an annual
output volume of around € 17 billion.

Our dense network of subsidiaries in various European countries and on
other continents extends our area of operation far beyond the borders of
Austria and Germany. Working together with strong partners, we are
pursuing a clear goal: to design, build and operate construction projects
in a way that protects the climate and conserves resources. More
information is available at www.strabag.com.

══════════════════════════════════════════════════════════════════════════

11.05.2023 CET/CEST This Corporate News was distributed by EQS Group AG.
www.eqs.com

══════════════════════════════════════════════════════════════════════════

Language: English
Company: STRABAG SE
Donau-City-Straße 9
1220 Vienna
Austria
Phone: +43 1 22422 – 1174
Fax: +43 1 22422 – 1177
E-mail: investor.relations@strabag.com
Internet: www.strabag.com
ISIN: AT000000STR1
Listed: Vienna Stock Exchange (Official Market)
EQS News ID: 1630917

 
End of News EQS News Service

1630917  11.05.2023 CET/CEST