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EANS-Adhoc: Telekom Austria AG
Telekom Austria Group announces capital
increase of up to EUR 1 bn net proceeds (Ad-hoc)
-------------------------------------------------------------------------------- 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. -------------------------------------------------------------------------------- Capital measures/Stock Activity 07.11.2014 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN. Vienna, 7 November 2014: Today, the management board of Telekom Austria Aktiengesellschaft ("Telekom Austria" and, together with its consolidated subsidiaries, "Telekom Austria Group"), with the approval of Telekom Austria's supervisory board, has resolved on a capital increase targeting net proceeds in the amount of up to EUR 1.0 bn by offering up to 221,500,000 newly issued no-par value ordinary bearer shares (the "New Shares"). The New Shares will be issued following a share capital increase from authorized capital and will be carrying dividend rights as of 1 January 2014, including the intended dividend of EUR 0.05 per share for the financial year 2014. The capital increase will consist of an offering to existing shareholders (the "Rights Offering"), and potentially followed by private placements of New Shares to qualified investors in Austria and other selected countries, including in the United States to qualified institutional buyers (QIBs) as defined in Rule 144A under the US Securities Act, and outside of the United States to certain other eligible institutional investors in reliance on Regulation S under the US Securities Act (the "Rump Placement" and, together with the Rights Offering, the "Offering"). The Rights Offering will commence on 10 November 2014 and is expected to end on 24 November 2014 (the "Subscription Period"). In the Rights Offering, shareholders of Telekom Austria holding existing shares of Telekom Austria as of 7 November 2014, 24:00 (midnight) Central European Time, will be granted one subscription right for each existing share and will be invited to exercise their subscription rights at a price of EUR 4.57 per New Share (the "Rights Offering Offer Price"). The subscription ratio is 2 to 1. As a result, shareholders owning subscriptions rights (or holders of subscription rights) are entitled to subscribe for 1 New Share for every 2 existing shares of Telekom Austria. Trading of the subscription rights (ISIN AT0000A1AD41) on the Vienna Stock Exchange is expected to commence on 12 November 2014 and to end on 19 November 2014. Subscription rights not exercised by the end of the Subscription Period will expire without the right to any compensation. Each of América Móvil, S.A.B. de C.V. ("América Móvil"), Carso Telecom B.V. ("Carso") and Österreichische Industrieholding Aktiengesellschaft ("ÖIAG"), Telekom Austria's core shareholders, has committed itself to participate in the capital increase as follows: América Móvil has committed itself to acquire at the Rights Offering Offer Price 3,967,850 New Shares according to its 7,935,700 subscription rights. Carso Telecom has committed itself to acquire at the Rights Offering Offer Price 128,267,215 New Shares according to its 256,534,431 subscription rights. ÖIAG has committed itself to acquire at the Rights Offering Offer Price up to 62,958,867 New Shares according to its 125,917,735 subscription rights such that its participation in the share capital of Telekom Austria after completion of the capital increase corresponds as closely as possible to its current pro-rata participation in the Company (approximately 28.42%). The Rump Placement is expected to commence on 24 November 2014, after the close of trading on the Vienna Stock Exchange, and to end on 25 November 2014. The Rump Placement consists of those New Shares which have not been subscribed for as part of the Rights Offering or committed to by the core shareholders. The price for the New Shares offered in the Rump Placement is equal to or above the Rights Offering Offer Price and will be determined on the basis of the outcome of a bookbuilding procedure. Trading of the New Shares on the Vienna Stock Exchange is expected to commence on 27 November 2014. Each of Telekom Austria, América Móvil, Carso Telecom and ÖIAG has committed itself to a lock-up period ending six months after the first day of trading of the New Shares on the Vienna Stock Exchange. Telekom Austria intends to use the net proceeds of the capital increase to re-establish its target capital structure and maintain a credit rating of at least BBB (stable) by Standard & Poor's. This will allow Telekom Austria Group to pursue strategic investment priorities with the aim to strengthen the Telekom Austria Group's operational performance and to return to a sustainable growth profile within the stated sound financial framework. In particular, the capital increase will allow Telekom Austria Group to implement an accelerated roll-out of its fibre infrastructure during the years 2015 - 2018 in combination with latest available technologies to ensure CAPEX efficiency. Telekom Austria Group thus aims to meet increasing demand for high bandwidth services and safeguard the Group's network quality leadership in the Austria segment. Furthermore, Telekom Austria Group will be able to finance value-accretive M&A opportunities that strengthen its operational strategy, thereby maintaining the following priorities: (i) in-market consolidation to strengthen existing operations; (ii) the continued pursuit of Telekom Austria Group's convergence strategy to diversify in markets that are currently mobile-only and to enhance existing convergent operations; and (iii) expansion via new operations. The approval of the prospectus for the capital increase by the Austrian Financial Market Authority is expected for today. Thereafter the prospectus will be available, inter alia, for download on Telekom Austria's website (http://www.telekomaustria.com/en/ir/14887). Citigroup Global Markets Limited and Deutsche Bank AG are acting as Joint Global Coordinators and Joint Bookrunners for the transaction. Erste Group Bank AG, Raiffeisen Centrobank AG and UniCredit Bank Austria AG are acting as Joint Bookrunners. For further information please see the following link: www.telekomaustria.com/en/ir/ir-news --- This document does not constitute an offer of securities, nor a solicitation for an offer of securities nor marketing or sales activity for such securities in countries where such an offer or solicitation for an offer is subject to legal restrictions. This document must not be used for such an offer or such marketing activities. Under http://www.telekomaustria.com/en/ir/14887, a prospectus will be published in accordance with the Austrian Capital Market Act (Kapitalmarktgesetz). This document is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). This document does not constitute or form a part of any offer or solicitation to purchase securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, (the "Securities Act") and may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States. This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons 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 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. Disclaimer for forward-looking statements: This document contains forward-looking statements. These forward-looking statements are usually accompanied by words such as "believe", "intend", "anticipate", "plan", "expect" and similar expressions. Actual events may differ materially from those anticipated in these forward-looking statements as a result of a number of factors. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement. Neither Telekom Austria nor any other person accepts any liability for any such forward-looking statements. Telekom Austria will not update these forward-looking statements, whether due to changed factual circumstances, changes in assumptions or expectations. This report does not constitute a recommendation or invitation to purchase or sell securities of Telekom Austria. --- Further inquiry note: Matthias Stieber Director Investor Relations Tel.: +43 (0) 50 664 39126 mailto: firstname.lastname@example.org end of announcement euro adhoc -------------------------------------------------------------------------------- issuer: Telekom Austria AG Lassallestrasse 9 A-1020 Wien mail: email@example.com WWW: www.telekomaustria.com/ir sector: Telecommunications ISIN: AT0000720008 indexes: WBI, ATX Prime, ATX stockmarkets: official market: Wien language: English