DGAP-Adhoc: UBS to buy back outstanding bonds in public tender offer

UBS AG  / Key word(s): Bond

02.12.2013 08:03

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


UBS to buy back outstanding bonds in public tender offer

UBS offers to buy back certain outstanding tier 2 and senior bonds for cash
up to approximately CHF 2.15 billion.

Zurich/Basel, 2 December 2013 - UBS announces today that it is making a
cash tender offer in relation to five Swiss franc, euro or pound sterling
subordinated bonds and six Swiss franc, euro, Italian lira or pound
sterling senior unsecured bonds, for a maximum aggregate principal amount
of EUR 1.75 billion, equivalent to approximately CHF 2.15 billion. The
offer is subject to increase or decrease and other conditions as set out in
the tender offer memorandum. The subordinated bonds subject to this offer
count as tier 2 capital under the BIS Basel III phase-in rules currently in
effect, but are not eligible as tier 2 capital on a BIS Basel III fully
applied basis.

This transaction is consistent with our proactive approach to reducing our
balance sheet and future interest expense while maintaining our strong
liquidity, funding and capital position.
We estimate that the transaction will reduce our BIS Basel III phase-in
total capital ratio by 0.2% - 0.5%. We expect to incur a small loss on this
transaction, which we expect to recover in the short-term through the
reduction in future interest expense. The repurchase of the tier 2 bonds
will not affect our CET1 ratio, but the expected loss associated with this
transaction may have an insignificant effect on it.

The tender offer period will end on 13 December 2013, unless extended,
re-opened or earlier terminated as provided in the tender offer memorandum.

Investor contact
Switzerland: +41-44-234 41 00
Media contact
Switzerland: +41-44-234 85 00
UK: +44-207-567 47 14
Americas: +1-212-882 58 57
APAC: +852-297-1 82 00

This announcement and the tender offer memorandum produced in connection
with the offers described therein (the 'Tender Offer Memorandum' and the
'Offers' respectively) do not constitute an offer or an invitation to
participate in the Offers in or from the United States or any other
jurisdiction in or from which, or to or from any person to or from whom, it
is unlawful to make such offer or invitation or for there to be such
participation under applicable laws. The distribution of this announcement
and the Tender Offer Memorandum in certain jurisdictions may be restricted
by law. Persons into whose possession this announcement and/or the Tender
Offer Memorandum come are required by each of UBS AG (the 'Offeror'), the
dealer managers and Lucid Issuer Services Limited (the 'Tender Agent') to
inform themselves about and to observe any such restrictions.

United States

The Offers are 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, but is not
limited to, facsimile transmission, electronic mail, telex, telephone and
the internet. The securities may not be tendered in any 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
the Tender Offer Memorandum and any other documents or materials relating
to the Offers 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 securities in an Offer resulting directly or
indirectly from a violation of these restrictions will be invalid and any
purported tender of securities made by a person located or resident 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 participating in an Offer will be deemed to represent that it
is not located or resident in the United States and is not participating in
such 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 such 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, any state of the United
States of America and the District of Columbia.

United Kingdom

The communication of the Tender Offer Memorandum and any other documents or
materials relating to the Offers has not been approved by an authorised
person for the purposes of section 21 of the Financial Services and Markets
Act 2000 (the 'FSMA'). 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. The communication of such documents and/or materials is
exempt from the restriction on financial promotions under section 21(1) of
the FSMA on the basis that it is only directed at and may only be
communicated to (1) persons falling within the definition of investment
professional (as defined in Article 19(5) of the Order), (2) those persons
who are existing members or creditors of the Offeror or other persons
within Article 43(2) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, and (3) any other persons to whom such
documents and/or materials may lawfully be communicated in circumstances in
which section 21(1) of the FSMA does not apply to the Offeror.


Neither the Tender Offer Memorandum nor any other documents or materials
relating to the Offers have been submitted to or will be submitted for
approval or recognition to the Financial Services and Markets Authority
(Autorité des services et marchés financiers / Autoriteit voor financiële
diensten en markten) and, accordingly, the Offers may not be made in
Belgium by way of a public offering, as defined in Articles 3 and 6 of the
Belgian Law of 1 April 2007 on public takeover bids as amended or replaced
from time to time. Accordingly, the Offers may not be advertised and the
Offers will not be extended, and neither the Tender Offer Memorandum nor
any other documents or materials relating to the Offers (including any
memorandum, information circular, brochure or any similar documents) has
been or shall be distributed or made available, directly or indirectly, to
any person in Belgium other than 'qualified investors' in the sense of
Article 10 of the Belgian Law of 16 June 2006 on the public offer of
placement instruments and the admission to trading of placement instruments
on regulated markets, acting on their own account. The Tender Offer
Memorandum has been issued only for the personal use of the above qualified
investors and exclusively for the purpose of the Offers. Accordingly, the
information contained in the Tender Offer Memorandum may not be used for
any other purpose or disclosed to any other person in Belgium.


The Offers are not being made, directly or indirectly, to the public in
France. Neither the Tender Offer Memorandum nor any other documents or
offering materials relating to the Offers, has been or shall be distributed
to the public in France and only (i) providers of investment services
relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés) acting for their own account, other than
individuals, all as defined in, and in accordance with, Articles L.411-1,
L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible
to participate in the Offers. The Tender Offer Memorandum has not been
submitted to the clearance procedures (visa) of the Autorité des marchés


None of the Offers, the Tender Offer Memorandum or any other documents or
materials relating to the Offers has been or will be submitted to the
clearance procedure of the Commissione Nazionale per le Società e la Borsa
('CONSOB'), pursuant to applicable Italian laws and regulations.

The Offers are 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 (the 'CONSOB Regulation'). The Offers are
also being carried out in compliance with article 35-bis, paragraph 7 of
the CONSOB Regulation.

Holders or beneficial owners of the securities located in Italy can offer
the securities 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 1 September 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
securities or the Offers.


Neither the Tender Offer Memorandum nor any other offering or marketing
material relating to the securities constitutes a prospectus as such term
is understood pursuant to article 652a or article 1156 of the Swiss Federal
Code of Obligations or a listing prospectus within the meaning of the
listing rules of the SIX Swiss Exchange. Accordingly, the investor
protection rules otherwise applicable to investors in Switzerland do not
apply to the Offers. When in doubt, investors based in Switzerland are
recommended to contact their legal, financial or tax adviser with respect
to the Offers.


The Offers do not constitute an offer to buy or the solicitation of an
offer to sell securities in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the securities or
other laws require the Offers to be made by a licensed broker or dealer and
the dealer managers or, where the context so requires, any of their
respective affiliates is such a licensed broker or dealer in that
jurisdiction, the Offers shall be deemed to be made on behalf of the
Offeror by such dealer manager or affiliate (as the case may be) in such

In addition to the representations referred to above in respect of the
United States, each holder participating in an Offer will also be deemed to
give certain representations in respect of the other jurisdictions referred
to above and generally as set out in 'Procedures for Participating in the
Offers' in the Tender Offer Memorandum. Any tender of securities for
purchase pursuant to an Offer from a holder that is unable to make these
representations may be rejected. Each of the Offeror, the dealer managers
and the Tender Agent reserves the right, in their absolute discretion, to
investigate, in relation to any tender of securities for purchase pursuant
to an Offer, whether any such representation given by a holder is correct
and, if such investigation is undertaken and as a result the Offeror
determines (for any reason) that such representation is not correct, such
tender may be rejected.

Cautionary Statement Regarding Forward-Looking Statements
This release contains statements that constitute 'forward-looking
statements'. While these statements represent UBS's expectation concerning
future developments, a number of risks, uncertainties and other important
factors could cause actual developments and results to differ materially
from UBS's expectations. In addition, these results could depend on other
factors that we have previously indicated could affect our business and
financial performance which are contained in our past and future filings
and reports, including those filed with the SEC. More detailed information
about those factors is set forth in documents furnished by UBS and filings
made by UBS with the SEC, including UBS's Annual Report on Form 20-F for
the year ended 31 December 2012. UBS is not under any obligation to (and
expressly disclaims any obligation to) update or alter its forward-looking
statements, whether as a result of new information, future events or


Language:     English
Company:      UBS AG
              Bahnhofstrasse 45
              8001 Zürich
Phone:        +41 44 234 11 11
ISIN:         CH0024899483, CH0039913899
WKN:          UB0BL6
Listed:       Freiverkehr in Berlin, Düsseldorf, Hamburg, München,
              Stuttgart; Frankfurt in Open Market ; SIX

End of Announcement                             DGAP News-Service



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