Österreichische Volksbanken-Aktiengesellschaft
EANS-Adhoc: Österreichische Volksbanken-Aktiengesellschaft
RELATING TO AN
INVITATION TO OFFER TO SELL FOR CASH
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ad-hoc disclosure 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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other
10.12.2012
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO ANY PERSON RESIDENT AND/OR
LOCATED IN THE UNITED STATES OR TO ANY U.S. PERSON
Österreichische Volksbanken-Aktiengesellschaft hereby announces:
Invitation to holders of the "EUR 300,000,000 Subordinated Lower Tier II Notes
due November 2016" (ISIN: XS0275528627) issued by ÖSTERREICHISCHE VOLKSBANKEN-
AKTIENGESELLSCHAFT
ÖSTERREICHISCHE VOLKSBANKEN-AKTIENGESELLSCHAFT (the "Issuer") is inviting the
holders (the "Noteholders") of the "EUR 300,000,000 Subordinated Lower Tier II
Notes due November 2016" (ISIN: XS0275528627) (the "Notes") issued under the
Euro 6,000,000,000 Debt Issuance Programme dated 14 June 2006 by the Issuer to
tender for the purchase for cash (the "Offer") any and all of the outstanding
Notes. The terms and conditions of the Offer are set out in the Invitation
Memorandum dated 10 December 2012 (the "Invitation Memorandum").
Capitalised terms used in the following paragraphs of this announcement have the
meanings ascribed to them in such Invitation Memorandum.
_____________________________________________________________________________
|Description of the|ISIN |Outstanding |Minimum |Purchase Price|
|Notes_____________|____________|Principal_Amount*|Denomination|______________|
|EUR_300,000,000___|XS0275528627|EUR_300.000.000__|EUR_50.000__|75_per_cent___|
|Subordinated Lower| | | | |
|Tier_II___________|____________|_________________|____________|______________|
|Notes due November| | | | |
|2016______________|____________|_________________|____________|______________|
Rationale for the Invitation
The purpose of the Offer is to optimise the Issuer's capital structure and to
generate a core tier one capital effect for the group, thereby strengthening the
quality of its capital base. The Invitation also provides investors with an
opportunity to realise their investments at prices higher than prevailing market
prices.
Purchase Price to be Received for the Notes
The amount the Issuer will pay, or procure to be paid, on the Settlement Date to
Noteholders who validly tender their Notes before the Offer Deadline, will be a
cash purchase price (expressed as a percentage) as specified in the table above
for each EUR 50,000 in principal amount of each Note validly tendered in the
Offer and accepted for purchase by the Issuer.
Participating in the Offer
To tender Notes in the Offer, a Noteholder should deliver, or arrange to have
delivered on its behalf, via the relevant Clearing System and in accordance with
the requirements of such Clearing System, a valid Tender Instruction that is
received by the Tender Agent by the Offer Deadline.
Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes whether such intermediary would
require to receive instructions to participate in, or (in the limited
circumstances in which revocation is permitted) revoke their instruction to
participate in, the Offer before the deadlines specified in this Invitation
Memorandum. The deadlines set by each Clearing System for the submission and
revocation of Tender Instructions may also be earlier than the relevant
deadlines specified in this Invitation Memorandum.
Tenders of Notes for purchase may be rejected in the sole discretion of the
Issuer for any reason and the Issuer is not under any obligation to Noteholders
to furnish any reason or justification for refusing to accept a tender of Notes
for purchase. Whether the Issuer will accept for purchase Notes validly tendered
in the Offer is subject, without limitation, to the consent of the Austrian
Financial Markets Authority (Finanzmarktaufsichtsbehörde) that (parts of) the
Issuer's capital increase from September 2012 amounting to EUR480mn may be
accounted for by the Issuer as replacement capital for the Notes pursuant to
Sec 23 (8) of the Austrian Banking Act (Bankwesengesetz) (the "Regulatory
Condition"). The Offeror expects the Regulatory Condition to be satisfied prior
to the Offer Deadline.
Expected Transaction Timeline
Date Event
_______________ _________________________________________________________
10 December 2012 Launch Date. Offer announced.
Invitation Memorandum available (subject to the offer and
distribution restrictions set out in "Offer and
Distribution Restrictions") from the Tender Agent.
18 December 2012, 5.00 Offer Deadline
p.m. (CET) Latest time for Tender Instructions to be received by the
Tender Agent.
19 December 2012 Offer Acceptance Announcement Time.
Announcement of acceptance and results of Offer
21 December 2012 Expected Offer Settlement Date
For further information:
A complete description of the terms and conditions of the Invitation is set out
in the Invitation Memorandum. Further details about the transaction can be
obtained from:
THE JOINT DEALER MANAGERS
BNP Paribas Österreichische Volksbanken-
10 Harewood Avenue Aktiengesellschaft
London NW1 6AA Kolingasse 14-16
United Kingdom 1090 Vienna
For information by telephone: Austria
+44 20 7595 8668 For information by telephone:
Attention: Liability Management Group +43(0)50 4004-3338
email: Attention: Mr Karl Kinsky, MBA
liability.management@bnpparibas.com email: investorrelations@volksbank.com
THE TENDER AGENT
Lucid Issuer Services Limited
Leroy House, 436 Essex Road,
London N1 3QP, England,
Great Britain
For information by telephone: +44 20 7704 0880
Attention: Yves Theis / Paul Kamminga
email:volksbank@lucid-is.com
A copy of the Invitation Memorandum is available to eligible persons upon
request from the Tender Agent.
Neither of the Joint Dealer Managers takes responsibility for the contents of
this announcement and none of the Issuer, the Joint Dealer Managers, the Tender
Agent or any of their respective directors, employees or affiliates makes any
representation or recommendation whatsoever regarding the Offer, or any
recommendation as to whether Noteholders should tender Notes in the Offer. This
announcement must be read in conjunction with the Invitation Memorandum. No
Invitation to acquire any Notes is being made pursuant to this announcement. Any
such Invitation is only being made in the Invitation Memorandum and any such
acquisition or acceptance of offers to sell should be made solely on the basis
of information contained in the Invitation Memorandum. This announcement and the
Invitation Memorandum contain important information which should be read
carefully before any decision is made with respect to the Invitation. If any
Noteholder is in any doubt as to the action it should take, it is recommended to
seek its own advice, including as to any tax consequences, from its stockbroker,
bank manager, solicitor, accountant or other independent adviser.
Jurisdictional Restrictions
This notice does not constitute an offer to buy or a solicitation of an offer to
sell any Notes (and tenders of Notes in the Offer will not be accepted from
Noteholders) in any jurisdiction or circumstances in which such offer or
solicitation is unlawful. In any jurisdiction where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer and any
of the Joint Dealer Managers or any of its respective affiliates is such a
licensed broker or dealer in such jurisdiction, the Offer shall be deemed to be
made on behalf of the Issuer in such jurisdiction by that Joint Dealer Manager
or respective affiliate, as the case may be.
The distribution of the Invitation Memorandum in certain jurisdictions may be
restricted by law. Persons into whose possession the Invitation Memorandum comes
are required by the Issuer, the Joint Dealer Managers and the Tender Agent to
inform themselves about, and to observe, any such restrictions.
Noteholders with any questions on the Invitation should contact the Joint Dealer
Managers for further information.
United States
The Offer is not being made and will not be made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of, or of any facilities of, a national
securities exchange of, the United States. This includes, without limitation,
facsimile transmission, telex, telephone, e-mail, the internet and other forms
of electronic communication. The Notes may not be tendered in the Offer by any
such use, means, instrumentality or facility from or within the United States or
by persons located or resident in the United States. Accordingly, copies of this
Invitation Memorandum and any other documents or materials relating to the Offer
are not being, and must not be, directly or indirectly, mailed or otherwise
transmitted, distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or to any persons
located or resident in the United States. Any purported tender of Notes in the
Offer resulting directly or indirectly from a violation of these restrictions
will be invalid and any purported tender of Notes made by a person located in
the United States or any agent, fiduciary or other intermediary acting on a non-
discretionary basis for a principal giving instructions from within the United
States will be invalid and will not be accepted.
Each holder of Notes participating in the Offer will represent that it is not
located in the United States and is not participating in the Offer from the
United States or it is acting on a non-discretionary basis for a principal
located outside the United States that is not giving an order to participate in
the Offer from the United States. For the purposes of this and the above
paragraph, "United States" means the United States of America, its territories
and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands), any state of the United
States of America and the District of Columbia.
United Kingdom
The communication of this Invitation Memorandum and any other documents or
materials relating to the Offer is not being made and such documents and/or
materials have not been approved by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000. Accordingly, such
documents and/or materials are not being distributed to, and must not be passed
on to, the general public in the United Kingdom, and are only for circulation to
persons outside the United Kingdom or to persons within the United Kingdom
falling within the definition of investment professionals (as defined in Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order")) or within Article 49(2) of the Order, or to other persons to
whom it may lawfully be communicated in accordance with the Order.
Insofar as the communication of this Invitation Memorandum and any other
documents or materials relating to the Offer is made to or directed at
investment professionals (as defined in Article 19(5) of the Order), it is made
to or directed at persons having professional experience in matters relating to
investments, and any investment or investment activity to which it relates is
available only to such persons or will be engaged in only with such persons, and
persons who do not have professional experience in matters relating to
investments should not rely upon it.
Italy
None of the Offer, this Invitation Memorandum or any other documents or
materials relating to the Offer have been or will be submitted to the clearance
procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB"). The
Offer is being carried out in the Republic of Italy ("Italy") as an exempted
offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No.
58 of 24 February 1998, as amended (the "Financial Services Act") and article
35-bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended
("CONSOB Regulation").
Holders can offer the Notes through authorised persons (such as investment
firms, banks or financial intermediaries permitted to conduct such activities in
Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190
of 29 October 2007, as amended from time to time, and Legislative Decree No. 385
of September 1, 1993, as amended) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Existing Notes or this Offer.
Belgium
The Offer is not being made, directly or indirectly, to the public in Belgium.
This Invitation Memorandum has not been and will not be notified to nor approved
by the Belgian Financial Services and Markets Authority (Autorité des services
et marchés financiers/Autoriteit voor Financiële Diensten en Markten) (the
"Belgian FSMA")) and neither this Invitation Memorandum nor any other documents
or materials relating to the Offer have been, or will be, approved by the
Belgian FSMA and, accordingly, the Offer may not be made in Belgium by way of a
public offering, as defined in Article 3 of the Law of 1 April 2007 on public
takeover bids or as defined in Article 3 of the Law of 16 June 2006 on the
public offer of investment instruments and the admission to trading of
investment instruments on regulated markets, each as amended or replaced from
time to time. Accordingly, the Offer may not be advertised or made (either
directly or indirectly) and neither the Invitation Memorandum nor any such
documents or materials may be distributed or made available (either directly or
indirectly) to any person in Belgium other than to "qualified investors", as
referred to in article 10 of the Law of 16 June 2006 on public offers of
investment instruments and the admission to trading of investment instruments on
a regulated market (as amended from time to time), acting for their own account.
Insofar as Belgium is concerned, this Invitation Memorandum has been issued only
for the personal use of the above qualified investors and exclusively for the
purpose of the Offer. Accordingly, the information contained in this Invitation
Memorandum may not be used for any other purpose or disclosed to any other
person in Belgium.
France
The Offer is not being made, directly or indirectly, to the public in the
Republic of France ("France"). Only qualified investors (investisseurs
qualifiés), other than individuals, acting for their own account, all as defined
in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of
the French Code Monétaire et Financier, are eligible to participate in the
Offer. This Invitation Memorandum and all other materials in connection with the
Offer have not been and may not be distributed publicly in France. This
Invitation Memorandum has not been and will not be submitted to or approved by
the Autorité des Marchés Financiers.
General
In addition to the representations referred to above, each Noteholder
participating in the Offer will also be deemed to give certain representations
in respect of the other jurisdictions referred to above and generally as set out
in the Invitation Memorandum ("Procedures for Participating in the Offer"). Any
tender of Notes for purchase pursuant to the Offer from a Noteholder that is
unable to make these representations may be rejected. Each of the Issuer, the
Joint Dealer Managers and the Tender Agent reserves the right, in their absolute
discretion, to investigate, in relation to any tender of Notes for purchase
pursuant to the Offer, whether any such representation given by a Noteholder is
correct and, if such investigation is undertaken and as a result the Issuer
determines (for any reason) that such representation is not correct, such tender
may be rejected.
The five biggest listed issues of Österreichische Volksbanken-Aktiengesellschaft
in terms of issue volume are:
ISIN:
XS0451759012
XS0417722393
AT000B053442
XS0275528627
AT000B061437
The issues of Österreichische Volksbanken-Aktiengesellschaft are admitted on the
following stock exchanges:
Second Regulated market of Wiener Börse AG
Official trading of Wiener Börse AG
Regulated market of Baden-Württembergische Wertpapierbörse
Regulated market of the Prague Stock Exchange
Regulated market of the Luxembourg Stock Exchange
Open Market of Berlin Stock Exchange
Open Market of Stuttgart Stock Exchange
Open Market of Frankfurt Stock Exchange
Further inquiry note:
Walter Gröblinger
Tel.: +43/ (0) 50 4004-0
E-Mail: walter.groeblinger@volksbank.com
end of announcement euro adhoc
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issuer: Österreichische Volksbanken-Aktiengesellschaft
Kolingasse 14-16
A-1090 Wien
phone: +43 0 50 4004-0
WWW: www.volksbank.com
sector: Banking
ISIN: AT0000755665
indexes: Standard Market Auction
stockmarkets: Regulated free trade: Wien, stock market: Prague Stock Exchange
language: English