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Creation of holding structure for BKW Group
Public exchange offer
Bern (ots) - As already announced, BKW Group intends to introduce a holding structure to enable a more flexible response in future to changing market requirements and new regulatory challenges. This will be done in the form of a share exchange, whereby the new BKW Group holding company, BKW Inc., submits a public exchange offer to BKW FMB Energy Ltd. shareholders to exchange all registered shares in BKW FMB Energy Ltd. on a 1:1 basis. Thus, in exchange for every share in BKW FMB Energy Ltd. tendered, shareholders in BKW FMB Energy Ltd. will receive one new share in BKW Inc. with the same par value. Shareholders' participation and voting rights remain unchanged, and the offer has no material effects on BKW Group and its shareholders. On completion of the exchange offer, BKW Inc. will be listed on SIX Swiss Exchange and BX Berne eXchange. The details and conditions governing the exchange offer are contained in the offer prospectus published today.
The Board of Directors of BKW FMB Energy Ltd. unanimously recommends that shareholders accept the exchange offer by BKW Inc. As significant shareholders in BKW FMB Energy Ltd., the Canton of Berne, Groupe E SA and E.ON AG support the introduction of the holding structure and have confirmed that they will accept the offer.
By introducing the holding structure, BKW Group aims to create a structural and organisational framework which will enable it to address changing market requirements and new regulatory challenges with greater flexibility.
Following completion of the exchange offer, the intention in the medium term is to transfer certain business activities of BKW FMB Energy Ltd. to legally autonomous companies which will be held as subsidiaries of BKW Inc.
The offer period is foreseen to last from 18 October 2011 to 14 November 2011, 16:00 CET. Once the offer is declared successful, shareholders will be granted an additional acceptance period, which is expected to last from 18 November to 1 December 2011, 16:00 CET. The SIX Swiss Exchange has approved a separate trading line, on which already tendered BKW FMB Energy Ltd. shares can be traded during the offer and additional acceptance periods. Completion of the exchange offer and the listing of BKW Inc. on SIX Swiss Exchange and BX Berne eXchange are scheduled for 12 December 2011. BKW Inc. intends to apply for cancellation of any BKW FMB Energy Ltd. shares not tendered in the exchange offer in accordance with the Swiss Stock Exchange Act and to delist BKW FMB Energy Ltd. In addition, following completion of the exchange offer, BKW Inc. intends to assume all outstanding bonds and bank liabilities from BKW FMB Energy Ltd. The associated necessary measures will be carried out in cooperation with the main paying agents for the bonds and the banks of BKW FMB Energy Ltd., taking into account the interests of the bondholders and lenders.
Within the next few days, shareholders of BKW FMB Energy Ltd. will be notified by their custodian bank of the procedures for accepting the exchange offer. The offer prospectus as well as additional information relating to the offer, are available at www.bkw-fmb.ch/exchangeoffer. They can also be requested free of charge by e-mailing email@example.com. A printed copy of the offer prospectus can also be ordered free of charge from UBS AG as financial advisor and tender agent for the exchange offer, at UBS AG, Prospectus Library, PO Box, CH-8098 Zürich (Tel.: +41 (0)44 239 47 03; Fax: +41 (0)44 239 69 14; E-Mail: firstname.lastname@example.org).
This communiqué is issued in German, French, English and Italian. The German version is authoritative.
The ability of BKW FMB AG shareholders who are not resident in Switzerland to accept the exchange offer to be launched for shares of BKW FMB AG 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 AG. 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 AG, in any jurisdiction, including the United States.
BKW FMB Energy Ltd.
031 330 51 07