EQS-CMS: Wienerberger AG: Other admission duties to follow

EQS Post-admission Duties announcement: Wienerberger AG / Publication
according to § 119 (9) BörseG
Wienerberger AG: Other admission duties to follow

10.03.2023 / 16:00 CET/CEST
Dissemination of a Post-admission Duties announcement transmitted by EQS
News – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Report of the Managing Board of Wienerberger AG on the exclusion of the
purchase right (subscription right) of existing shareholders pursuant to
Sec. 65 para. 1b in conjunction with 71 Para. 1 in conjunction with 153
para. 4 Austrian Stock Corporation Act

 1. Sale of treasury shares by other means and authorization to exclude
the purchase right (exclusion of subscription rights)

By resolution of the 153rd Annual General Meeting of Wienerberger AG, FN
77676f (the „Company“), held on 3 May 2022, the Managing Board (Vorstand)
was authorized pursuant to Sec. 65 para. 1b of the Austrian Stock
Corporation Act (Aktiengesetz – „AktG“), for a period of five years from
the date of the resolution and subject to approval of the Supervisory
Board (Aufsichtsrat), to sell treasury shares of the Company by other
means than on the stock exchange or through a public offering and
furthermore by excluding the quota-based purchase right of the
shareholders (exclusion of subscription rights). Based on this
authorization, the Managing Board resolved to sell treasury shares in the
Company (the „treasury shares“) by other means than on the stock exchange
or through a public offering and to use them, subject to the approval of
the Supervisory Board, subject to an exclusion of shareholders‘
subscription rights. In addition to a cash consideration, up to 395,000
treasury shares shall be sold as a non-cash transaction currency for the
acquisition of all shares in the four Danish companies Strøjer Tegl A/S,
Strøjer Tegl Systems A/S, Strøjer Ejendomme A/S and Strøjer Ler A/S
(jointly the „Acquisition“) from Strøjer Holding ApS, Denmark (the
„Seller“) at a valuation of EUR 26.00 per treasury share subject to an
exclusion of shareholders‘ subscription rights. The final number of
treasury shares for the Acquisition will be determined on the basis of the
valuation of EUR 26.00 per treasury share by applying the Danish
Krone/Euro exchange rate over an average period as set out in the purchase
agreement. The delivery date for treasury shares is expected to be in the
second quarter of 2023. The required approval of the Supervisory Board for
the aforementioned use of treasury shares is expected to be obtained on 27
March 2023.

 2. Interest of the Company

The treasury shares are intended to be used as a non-cash purchase price
component for the Acquisition and delivered to the Seller subject to an
exclusion of subscription rights of shareholders. This is advantageous for
and in the interest of the Company for several reasons: (i) The use of
treasury shares of a listed stock corporation is common and recognized in
international M&A transactions. The well-proven procedure allows for a
quick and flexible payment of the purchase price for the sake of executing
the Acquisition; (ii) In comparison to a public placement of treasury
shares or a sale on the stock exchange, the planned use of treasury shares
for the Acquisition does not involve the risk of negative price
fluctuations (particularly in volatile markets) resulting in detrimental
effects on the execution of the transaction; (iii) Additionally, the use
of treasury shares expands the shareholder structure of the Company to
include a long-term investor. Wienerberger has agreed with the Seller on a
lock-up period of several years with regard to the treasury shares
delivered to the Seller. The shares are therefore in firm hands for this
period; (iv) A public offering of treasury shares would require a
considerable amount of time and money, considering, inter alia, the
preparation of a prospectus, and would possibly also entail risks of
prospectus liability; (v) The use of treasury shares for the Acquisition
is advantageous for the Company because liquidity requirements for the
Acquisition can be reduced.

 3. Adequacy, necessity and proportionality

The exclusion of subscription rights for the use of treasury shares as a
non-cash component of the transaction currency for the Acquisition is
appropriate for the sake of achieving the stated objectives in the
interest of the Company. The exclusion of subscription rights is necessary
and proportionate for this purpose: (i) The objectives and advantages
pursued with the use of treasury shares to finance the Acquisition cannot
be achieved to the same extent in the event of a sale of the treasury
shares while maintaining subscription rights of shareholders or a sale on
the stock exchange or by means of a public offering. The Company would not
be able to react in a quick and flexible manner and would be exposed to
market risks and enormous costs if it were to create the liquidity
required for the Acquisition by selling shares; (ii) The use of treasury
shares as a non-cash part of the transaction currency for the Acquisition
secures the transaction and is carried out whilst taking into account the
stock market price of the Company shares. Moreover, the Seller is
incentivized to support a seamless and complete integration of the
companies subject to the Acquisition into the Wienerberger Group.
Eventually, the Seller himself benefits from possible positive effects on
the share price of the Company associated thereto; (iii) By contrast, a
sale of treasury shares with subscription rights would require
considerable lead time and would occasion higher costs than the use of
treasury shares for the Acquisition, without allowing for a flexible
execution of the transaction. Furthermore, there would be considerable
time restrictions, partly stemming from the usual trading volumes of the
Company’s shares on the Vienna Stock Exchange and volume restrictions for
share sale programs associated thereto, as well as negative price effects
to be expected due to the selling pressure during a sale program; (iv) The
extent of the use of treasury shares is clearly limited to up to 395,000
treasury shares (corresponding to up to around 0.35% of the nominal share
capital), so that any ‚dilution‘ of shareholders with regard to their
respective ownership interest in the Company remains within reasonable
limits. Since the valuation for the treasury shares is reasonably set at
EUR 26.00 per treasury share, for the shareholders there is no risk of
dilution comparable to a capital increase if the treasury shares are used
as a non-negotiable part of the transaction currency. Although the
participation interest of a shareholder changes, simply the ownership
structure is restored which existed prior to the repurchase of the
treasury shares by the Company and which has temporarily changed for the
Company by virtue of restricting the rights arising from such treasury
shares pursuant to Sec. 65 para. 5 AktG.

For the reasons stated, the purposes and measures pursued in the interests
of the Company – which, in any case, are also indirectly linked to the
interests of all shareholders – by means of excluding subscription rights
prevail and thus the exclusion of shareholders‘ subscription rights is not
disproportionate, but necessary and appropriate. In addition, the use of
treasury shares for the Acquisition and the exclusion of subscription
rights are subject to the approval, and thus the control, of the
Supervisory Board of the Company.

 4. Justification of the selling price

The selling price of the treasury shares was determined in customary
negotiations with the Seller, with due regard to the price level of the
Company’s shares on the Vienna Stock Exchange. Due to the valuation of the
treasury shares taking into consideration the stock market price of the
Company’s shares, shareholders will not suffer any disproportionate
disadvantage due to pro rata dilution of shares. The agreed valuation
price takes into account the share price level of the previous 12 months.
The protection of shareholders‘ interests is also ensured by the fact that
the value of the four Danish companies to be acquired by Wienerberger
Group was analyzed in the course of the Acquisition and a total purchase
price for the Acquisition was negotiated on the basis of this analysis,
taking customary industry multipliers into account . The total purchase
price will be paid partially by delivering treasury shares. The existing
shareholders will participate in the profits of the acquired companies in
the future.

Treasury shares to be sold have the same rights (notably profit
entitlements) as the existing shares (ISIN AT0000831706). The rights
arising from the shares are thus included in the valuation of such shares
on the capital market (in particular the stock market price). Therefore,
such rights arising from the shares are also priced into the valuation
when used for the Acquisition.

 5. Summary

With due regard to the aforementioned reasons, the intended exclusion of
subscription rights is suitable, necessary, proportionate and objectively
justified and required in the overriding interest of the Company. This
report of the Management Board will be published on the website of the
Company registered in the commercial register (Firmenbuch) and
additionally distributed electronically throughout Europe. Reference will
be made to this publication by notice in the official journal (Amtsblatt)
of the Wiener Zeitung. The approval of the Supervisory Board of the
Company is required for the exclusion of subscription rights and for the
sale of treasury shares. Pursuant to Sec. 65 para. 1b in conjunction with
Section 171 para. 1 of the Austrian Stock Corporation Act (Aktiengesetz),
a resolution of the Supervisory Board on this matter will be adopted no
earlier than two weeks after the publication of this report and the actual
sale of treasury shares will take place in compliance with the applicable
statutory requirements.

Vienna, 10 March 2023

The Managing Board of Wienerberger AG

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10.03.2023 CET/CEST

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Language: English
Company: Wienerberger AG
Wienerbergerplatz 1
1100 Wien
Austria
Internet: www.wienerberger.com

 
End of News EQS News Service

1579895  10.03.2023 CET/CEST