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AGRANA Beteiligungs-AG

EANS-Adhoc: AGRANA Beteiligungs-AG
AGRANA Beteiligungs-Aktiengesellschaft commences cash capital increase with secondary offer of existing AGRANA shares by Südzucker AG

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  Disclosed inside information pursuant to article 17 Market Abuse Regulation
  (MAR) transmitted by euro adhoc with the aim of a Europe-wide distribution.
  The issuer is solely responsible for the content of this announcement.
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Capital measures/Cash capital increase with secondary offer of existing shares 
31.01.2017


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN

AGRANA Beteiligungs-Aktiengesellschaft commences cash capital increase with
secondary offer of existing AGRANA shares by Südzucker AG. Offering amounts to a
total of up to 1,920,204 or, upon possible increase by Südzucker AG, to a total
of up to 2,120,204 AGRANA shares.

- Subscription ratio in the cash capital increase of 10:1 and issue of in
aggregate up to 1,420,204 new AGRANA shares, whereof up to 1,316,720 new AGRANA
shares will be offered in an institutional pre-placement. 
- In the institutional pre-placement, Südzucker AG offers up to 500,000 AGRANA
shares currently held directly by it. In case of sufficient demand, Südzucker AG
may increase its offering by additional 200,000 AGRANA shares to a total of up
to 700,000 AGRANA shares.
- Z&S Zucker and Stärke Holding AG and Südzucker AG waive all their subscription
rights relating to AGRANA shares to increase the free float. The corresponding
new AGRANA shares will be offered in the institutional pre-placement together
with the AGRANA shares offered by Südzucker AG. Thus the institutional
pre-placement amounts to a total of up to 2,016,720 AGRANA shares (including the
possible upsize alternative by Südzucker AG).
- The subscription period for AGRANA free float-shareholders entitled to
subscribe for up to 103,484 new AGRANA shares is expected to commence on 2
February 2017.
- The offer price for all AGRANA shares offered will be determined in the
institutional pre-placement and is expected to be published on 1 February 2017. 

AGRANA Beteiligungs-Aktiengesellschaft, Friedrich-Wilhelm-Raiffeisen-Platz 1,
1020 Vienna, ("AGRANA") today commences a cash capital increase of in aggregate
up to 1,420,204 new AGRANA shares (ISIN AT0000603709). The relevant board
resolutions have been passed today. The new AGRANA shares, which carry dividend
rights starting with the financial year 2016/17, will be issued in the course of
a capital increase from authorized capital in two tranches, thus maintaining
shareholder subscription rights.

In the course of the first tranche of the capital increase, up to 1,316,720 new
AGRANA shares, in respect of which Z&S Zucker and Stärke Holding AG and
Südzucker AG ("Südzucker"), AGRANA's core shareholders (the "Core Shareholders")
have waived their subscription rights in advance to increase free float, will be
offered for purchase to selected institutional investors in private placements
outside the United States of America together with existing AGRANA shares
directly held by Südzucker (the "Institutional Pre-Placement").The Institutional
Pre-Placement which commences today, comprises a total of up to 1,816,720 AGRANA
shares, including up to 1,316,720 new AGRANA-shares and up to 500,000 AGRANA
shares directly held by Südzucker (the "Base Shareholder Offer Shares"). If
there is sufficient demand, Südzucker may increase its offering by additional
200,000 shares to a total of up to 700,000 AGRANA shares (the "Secondary Offer
Shares").

Subsequently in the course of the second tranche of the capital increase, AGRANA
free float-shareholders are entitled to exercise their subscription rights (the
"Rights Offering"). In the Rump Placement, which is expected to commence on 16
February 2017 and which is expected to end on or about 16 February 2017, Base
Shareholder Offer Shares which were not placed in the Institutional
Pre-Placement and new AGRANA shares which were nor subscribed for in the
Institutional Pre-Placement and/or the Rights Offering, will be offered to
interested investors in the course of private placements in and outside of
Austria and outside of the United States of America at the offer price (the
"Rump Placement"). The final number of new AGRANA shares will be determined upon
completion of the Rump Placement by AGRANA, Südzucker as well as the
underwriting banks Berenberg, BNP Paribas, Erste Group and Raiffeisen Bank
International (the "Underwriters") and will be published immediately.

The offer price for the new AGRANA shares and for the Secondary Offer Shares
will be determined on the basis of an accelerated book-building procedure,
taking into account then prevailing stock exchange price of the existing AGRANA
shares and is expected to be published on 1 February 2017. This price will apply
to the Institutional Pre-Placement, the Rights Offering and the Rump Placement
(together the "Offering").

The subscription period during which AGRANA free float-shareholders are entitled
to subscribe for a total of up to 103,484 new AGRANA shares is expected to
commence on 2 February 2017 and to end on 16 February 2017. During the
subscription period shareholders of AGRANA holding existing shares on 1 February
2017, 23:59 Central European Time and who have not waived their subscription
rights may exercise their subscription rights (ISIN AT0000A1TEP8) at the offer
price. The subscription rights will not be traded on a stock exchange. The
subscription ratio is 10 to 1, so that for each 10 existing AGRANA shares held,
1 new AGRANA share may be subscribed for.

Trading of new AGRANA shares allocated in the Institutional Pre-Placement in the
prime market of the Vienna Stock Exchange is expected to commence on 7 February
2017 while trading of new AGRANA shares allocated in the Rights Offering and in
the Rump Placement is expected to commence on 22 February 2017, in each case
subject to registration of the capital increase in the companies' register. If
the capital increase is completely implemented, the share capital of AGRANA will
increase to a nominal amount of EUR 113,531,274.75 and the number of shares will
increase to 15,622,244.

The Core Shareholders who are holding a combined total of 92.7% of all AGRANA
shares prior to the Offering have waived their subscription rights in order to
increase the free float. Therefore, it is expected that, following placement of
all new AGRANA shares and all Secondary Offer Shares in the Offering, their
shareholding in AGRANA will decrease to approximately 81.1% (excluding the
possible upsize alternative) or to approximately 79.8% (including the possible
upsize alternative).

Südzucker has committed to a market standard lock-up and in particular agreed
that it will not, within six months from implementation of the capital increase,
without the prior consent of the Underwriters, sell any of its AGRANA shares or
consent to any increase in the AGRANA's share capital. Similarly, AGRANA has
committed, that it will not, without the prior consent of the Underwriters,
within six months from implementation of the capital increase, submit a proposal
for a capital increase to its shareholders for resolution or exercise an
authorization to increase its share capital pursuant to its articles of
association.

AGRANA intends to use the net proceeds from the issuance of the new AGRANA
shares to finance further profitable growth, including through acquisitions.
Furthermore, the Offering is intending to increase the free float of AGRANA.

The prospectus for the Rights Offering in Austria has been approved by the
Austrian Financial Market Authority today. It is available in electronic form on
the internet site of AGRANA
(http://www.agrana.com/en/investor/the-agrana-share/ci2017) and in printed form
at the seat of AGRANA, Friedrich-Wilhelm-Raiffeisen-Platz 1, 1020 Vienna free of
charge during usual business hours.

In connection with the Offering, Berenberg, BNP Paribas, Erste Group und
Raiffeisen Bank International are acting as Joint Global Coordinators and
Bookrunners.

This announcement is available in German and English at www.agrana.com.

Legal Notice / Disclaimer:

These materials are not for distribution, directly or indirectly, in or into the
United States of America (including its territories and possessions, any State
of the United States and the District of Columbia). These materials do not
constitute or form a part of any offer or solicitation to purchase or subscribe
for securities in the United States of America. The shares (the "Shares") in
AGRANA Beteiligungs-Aktiengesellschaft ("AGRANA") and the related subscription
rights mentioned herein may not be offered or sold in the United States absent
registration or an exemption from registration under the US Securities Act of
1933, as amended (the "Securities Act"). The Shares and the related subscription
rights have not been, and will not be, registered under the Securities Act and
will not be offered or sold in the United States, except on the basis of
applicable exemptions from the registration requirement.

This communication is directed only at persons (i) who are outside the United
Kingdom or (ii) who have professional experience in matters relating to
investments falling within Article 19 (5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii)
who fall within Article 49 (2) (a) to (d) ("high net worth companies,
unincorporated associations etc.") of the Order (all such persons together
hereinafter being referred to as "Relevant Persons"). Any person who is not a
Relevant Person must not act or rely on this communication or any of its
contents. Any investment or investment activity to which this communication
relates is available only to Relevant Persons and will be engaged in only with
Relevant Persons.

This communication is only addressed to and directed in Member States of the
European Economic Area at persons who are "qualified investors" the meaning of
Article 2(1)(e) of directive 2003/71/EC as amended.

This communication does not constitute a prospectus or an offer to sell or a
solicitation or invitation to buy any Shares or subscription rights neither does
it constitute a financial analysis or advice or recommendation regarding any
financial instruments. A public offering of shares of AGRANA has not yet
occurred. Any subscription orders received at this stage will be rejected.

The public offering of the Shares in Austria will occur exclusively by means and
on the basis of the prospectus including any amendments and supplements thereto,
which has been approved by the Austrian Financial Market Authority and prepared
and published in accordance with the provisions of the Austrian Capital Markets
Act.

The prospectus has been published on the internet site of AGRANA
(http://www.agrana.com/en/investor/the-agrana-share/ci2017) and is available in
printed form at the seat of AGRANA, Friedrich-Wilhelm-Raiffeisen-Platz 1, 1020
Vienna, free of charge during usual business hours. There will be no public
offering of the Shares outside of Austria, in the United States or anywhere, and
the Shares will be offered outside of Austria exclusively in reliance on
applicable exemptions from prospectus or registration requirements. Within
Austria, the prospectus is addressed only to shareholders of AGRANA.


Further inquiry note:
AGRANA Beteiligungs-AG

Mag.(FH) Hannes Haider
Investor Relations
Tel.: +43-1-211 37-12905
e-mail:hannes.haider@agrana.com

Mag.(FH) Markus Simak
Public Relations
Tel.: +43-1-211 37-12084
e-mail: markus.simak@agrana.com

end of announcement                               euro adhoc 
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issuer:      AGRANA Beteiligungs-AG
             F.-W.-Raiffeisen-Platz  1
             A-1020 Wien
phone:       +43-1-21137-0
FAX:         +43-1-21137-12926
mail:     info.ab@agrana.com
WWW:      www.agrana.com
sector:      Food
ISIN:        AT0000603709
indexes:     WBI, ATX Prime
stockmarkets: Präsenzhandel: Berlin, Stuttgart, Frankfurt, official market: Wien 
language:   English
 



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