EQS-Adhoc: STRABAG SE: Proposed capital measures to reduce the ownership interest of MKAO Rasperia Trading Limited

EQS-Ad-hoc: STRABAG SE / Key word(s): Corporate Action
STRABAG SE: Proposed capital measures to reduce the ownership interest of
MKAO Rasperia Trading Limited

11-May-2023 / 13:42 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the
Regulation (EU) No 596/2014, transmitted by EQS News – a service of EQS
Group AG.
The issuer is solely responsible for the content of this announcement.

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

STRABAG SE – proposed capital measures to reduce the ownership interest of
MKAO Rasperia Trading Limited

• Combination of capital adjustment and capital reduction for purposes
of a conditional distribution to shareholders
• Shareholder options: distribution in cash or in the form of new shares
based on a non-cash capital increase
• Frozen shares held by MKAO Rasperia Trading Limited to be reduced to
below 25% (blocking minority)
• Austrian core shareholders support these measures and commit to
exercise of the share-based option
• Capital measures are subject to various conditions, and a non-cash
capital increase as well as a cash distribution cannot be implemented
until Q1/2024 subject to satisfaction of the applicable conditions

The Management Board of STRABAG SE (“Company”) will propose to the 19th
Annual General Meeting on 16/06/2023 the adoption of a resolution
concerning a conditional distribution following a capital
adjustment/capital reduction with an option for shareholders to receive
new shares based on a non-cash capital increase. The Supervisory Board of
the Company will also resolve on resolution proposals for the Annual
General Meeting.

The objective of these measures is to reduce MKAO Rasperia Trading
Limited’s frozen stake in the Company from its current level of 27.8% to
below 25%. This is intended to reduce risks and detrimental effects on the
Company’s business activities related to sanctions imposed on Oleg
Deripaska (USA, Canada, Australia, EU), who controls MKAO Rasperia Trading
Limited.

These 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 implemented by converting Company funds comprising committed
reserves in the amount of EUR 1,900,000,000.00 into share capital (without
issuing shares). Share capital increased in this manner will then be
reduced by means of an ordinary capital reduction (§§ 175 et seq. of the
Austrian Stock Corporation Act (AktG)) in the amount of EUR
996,620,004.30, which 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 entitled
to distribution and will be paid in cash or, at the option of each
shareholder (with the exception of the sanctioned MKAO Rasperia Trading
Limited), in new Company shares to be issued by means of a non-cash
capital increase (§ 150 et seq. AktG). 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 option of receiving a distribution in new Company shares will not be
available with regard to the 28,500,001 Company shares held by MKAO
Rasperia Trading Limited that are frozen as a result of EU sanctions
imposed on Oleg Deripaska. However, due to sanctions-related restrictions,
the Company will also retain and not distribute the amount relating to
those shares.

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.

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 (§ 151 AktG) 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 31/03/2024 (§ 156
AktG).

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 will be made
subject to a resolution of the Annual General Meeting on 27/06/2023
(dividend payment date).

The Company will publish a document (prospectus exemption document) on the
Company’s website pursuant to Article 1(4)(h) and (5)(g) of the EU
Prospectus Regulation (Regulation (EU) 2017/1129) in conjunction with §
13(6) of the Austrian Capital Market Act (KMG) and § 4 of the Austrian
Minimum Content, Publication and Language Regulation (MVSV) 2019
concurrent with the publication of a subscription offer to the
shareholders intended to be made following the Annual General Meeting and
registration of the resolution upon the non-cash capital increase (§ 151
AktG) with in the commercial register.

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.

End of Inside Information

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

11-May-2023 CET/CEST News transmitted 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: 1630805

 
End of Announcement EQS News Service

1630805  11-May-2023 CET/CEST