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Introduction of a holding structure for the BKW Group
Public exchange offer successfully completed
Bern (ots) - With the aim of introducing a holding structure, BKW Inc. submitted a public exchange offer on 3 October 2011 for a 1:1 exchange of all BKW FMB Energy Ltd. registered shares in free float. In return for each tendered share in BKW FMB Energy Ltd., shareholders of BKW FMB Energy Ltd. will receive one new share in BKW Inc. with the same par value. The definitive results of the successful exchange offer have now been issued.
By the time the offer expired at 16:00 Central European Time (CET) on 1 December 2011, 52,394,811 BKW FMB Energy Ltd. shares had been tendered to BKW Inc. Including the 40,000 BKW FMB Energy Ltd. shares already held by BKW Inc. before the offer, therefore, BKW Inc. now holds 52,434,811 BKW FMB Energy Ltd. shares. This corresponds to 99.31 % of the registered shares or voting rights recorded in the Commercial Register. All the conditions set forth in the offer prospectus had been complied with at the end of the offer period. With the successful completion of the exchange offer, introduction of the holding structure can now be finalised as planned, and in future the BKW Group will be managed by BKW Inc. as the new holding company.
The registered shares in BKW Inc. to be issued in return for the BKW FMB Energy Ltd. shares tendered during the offer period and additional acceptance period are scheduled for allocation on 12 December 2011. The listing of registered shares in BKW Inc. on the SIX Swiss Exchange and the BX Berne eXchange has also been scheduled and authorised for 12 December 2011, and on the same date BKW FMB Energy Ltd. shares will be replaced by BKW Inc. shares on the Swiss Performance Index (SPI).
Since BKW Inc. now holds more than 98% of the voting rights in BKW FMB Energy Ltd. following expiry of the additional acceptance period, BKW Inc. will, as announced in the offer prospectus of 3 October 2011 and in the definitive interim results of the offer on 17 November 2011, request the annulment of BKW FMB Energy Ltd. shares which had not been tendered by the end of the additional acceptance period. Furthermore, as announced, BKW Inc. will apply for BKW FMB Energy Ltd. shares to be delisted from the SIX Swiss Exchange and the BX Berne eXchange.
For the purposes of the exchange, the tendered shares in BKW FMB Energy Ltd. will be eliminated from shareholders' custodial accounts on 6 December 2011 and replaced by an entitlement for the new registered share. The value of this entitlement will be calculated based on the price of untendered BKW FMB Energy shares on the ordinary first trading line. Due to the low number of BKW FMB Energy Ltd. shares remaining in free float as a result of the high percentage (99.31 %) of shares tendered and due to the expected low liquidity of the ordinary first trading line, the possibility cannot be excluded of individual transactions in BKW FMB Energy Ltd. shares resulting in price movements which do not necessarily reflect the share's fundamental value. The entitlement will be replaced by the respective BKW Inc. shares on 9 December. From the first day of trading in the new BKW Inc. registered share on 12 December 2011, their trading volume is expected to once more correspond to that of BKW FMB Energy Ltd. shares prior to the exchange offer.
The formal definitive notice of results, the offer prospectus and additional information related to the offer are available online at www.bkw-fmb.ch/umtauschangebot. They can also be ordered free of charge by e-mailing email@example.com. A printed copy of the offer prospectus in French and/or German can be ordered free of charge from UBS AG, the financial advisor and tender agent bank of the swap offer, at UBS AG, Prospectus Library, PO Box, CH-8098 Zürich (Tel.: +41 (0)44,239 47, Fax: +41 (0)44 239 69 14; E-mail: firstname.lastname@example.org .
This press release is issued in German, French, English and Italian. The German version is authoritative.
The ability of BKW FMB Energy Ltd. shareholders who are not resident in Switzerland to accept the exchange offer to be launched for shares of BKW FMB Energy Ltd. in return for shares of BKW AG may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. The exchange offer will not be made, directly or indirectly, in or into any jurisdiction outside Switzerland where to do so would violate the laws of that jurisdiction or would require the preparation of a prospectus or registration or other qualification of the shares of BKW Inc.
This release is for information purposes only and is not an offer of securities for sale, or the solicitation of an offer to acquire shares of BKW Inc., in any jurisdiction, including the United States.
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