Disclosure announcement transmitted by euro adhoc.
The issuer is responsible for the content of this announcement.
These materials are not being issued in the United States of America
and should not be distributed to United States persons or
publications with a general circulation in the United States. These
materials are not an offer for sale of the securities in the United
States. No public offering of the securities will be made in the
United States. The securities have not been registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), and may
not be sold in the United States absent registration or an exemption
from registration under the Securities Act.
Not for distribution in the United States, Canada, Japan or Australia
This press release does not constitute a public offer to purchase or
sell nor a solicitation to make a purchase or subscription order for
shares of Wienerberger nor may the information contained in this
press release be construed to contain such information. In accordance
with the Austrian Capital Market Act a prospectus has been filed
today with the filing office at Oesterreichische Kontrollbank AG and
published by short notice in the official gazette "Amtsblatt zur
Wiener Zeitung". Any offer to purchase or subscribe for shares of
Wienerberger received today will be rejected by Wienerberger and the
Joint Lead Managers.
- Wienerberger has exercised its call option to buy remaining 50%
of Koramic Roofing
- Capital increase through 1:8 rights offering at market and
simultaneous global offering
- Proceeds will be used to finance acceleration of growth program,
including early Koramic Roofing acquisition
Wienerberger AG (Vienna Stock Exchange: WIE, Reuters: WBSV.VI,
Bloomberg: WIE AV) has announced the launch of a capital increase
beginning on Wednesday, May 19, 2004. The proceeds of the capital
increase will be used to accelerate Wienerbergers growth program,
including the early acquisition of the remaining 50% of Koramic
With the Supervisory Board's approval, the Managing Board of
Wienerberger has decided to issue up to approximately 8.1 million new
shares, representing 12.5% of the existing share capital. In
addition, up to a further 0.8 million shares, representing 10% of the
rights offering, have been authorized to be issued to cover any
over-allotments. CAIB / Bank Austria Creditanstalt and UBS Investment
Bank have been appointed Joint Lead Managers and Joint Bookrunners
for the transaction.
The capital increase will be structured as a combined rights offering
and global offering. The rights offering to existing shareholders
will be in the ratio of 1 new share per 8 existing shares.
Simultaneously, there will be a global offering for those shares not
taken up in the rights offering. The final subscription price will be
set at the same level as that for the global offering.
The subscription period for the rights offering will start on May 19
and run through to June 2. The bookbuilding for the global offering
will be undertaken concurrently. The final subscription and offering
price is expected to be announced on June 3, 2004. Trading in the new
shares is expected to start on June 8.
Wienerberger has exercised its option to acquire the remaining 50% of
Koramic Roofing for approximately EUR 211.5 million on a debt-free
basis, subject to minor adjustments at closing. The acquisition will
allow for the full integration of Koramic Roofing, the 50/50 joint
venture created in 2003 with Koramic Building Products. Koramic
Roofing is a leading European producer of clay roof tiles, and offers
a broad range of high quality flat and moulded clay roof tiles. The
company holds leading market positions in Belgium, Holland, France,
Poland and Estonia and generated revenues of EUR 216 million and
EBITDA of EUR 50 million in 2003. Koramic Roofing will be 100%
consolidated on a retro-active basis from April 1, 2004. The closing
of the acquisition is not dependent on the successful completion of
the capital increase.
Wienerberger intends to use the net proceeds from the offering to
finance its growth strategy, which consists of a combination of
bolt-on acquisitions and greenfield projects. The capital increase
will accelerate Wienerberger's growth program by providing funds to
bring forward smaller growth projects, allow for the early exercise
of the Koramic Roofing option, and realize larger acquisitions as
appropriate opportunities arise. In addition, the capital increase
will enable Wienerberger to maintain balance sheet flexibility, which
is an important requirement in fulfilling its growth program.
Commenting on the capital increase, Wolfgang Reithofer, CEO of
Wienerberger said: "We are delighted to offer to investors the
opportunity to participate in this capital increase, which will
enable Wienerberger to accelerate its profitable growth strategy. We
have a successful track record for our growth program having
integrated over 25 small companies in the last two years and four
larger-size acquisitions since 2001. At the same time, we were able
to substantially improve our profitability. With this capital
increase we want to accelerate our growth program and continue to
deliver value to our existing and new shareholders."
Commenting on the acquisition of the remaining 50% of Koramic
Roofing, Wolfgang Reithofer added: "The purchase of the first 50% of
Koramic Roofing at the beginning of 2003 is a proven success. With
this company, Wienerberger has become a leading pan-European producer
of clay roof tiles and established roofing systems as a second core
business. Koramic Roofing exceeded its budget in 2003, and the
acquisition has been margin and earnings accretive from year one. We
have decided to exercise our call option early in order to gain full
ownership and to accelerate our growth program in clay roof tiles, as
well as to realize further synergies from the integration. The early
buy-out is a key part of our accelerated growth program and will be
financed from net proceeds of the offering."
Wienerberger is the largest producer of bricks in the world and the
second largest manufacturer of roof tiles in Europe. The Group is
present in the hollow and facing brick markets, the two largest
segments of the brick industry, and in the clay and concrete roof
tile area. In hollow bricks, Wienerberger is the number one producer
worldwide; in facing bricks it maintains the number one position in
Continental Europe and number two in the United States. In addition,
the Group manufactures clay and concrete pavers.
For the year ended December 31, 2003 Wienerberger reported revenues
of EUR 1,826.9 million (+10% from 2002), EBITDA of EUR 349.9 million
(+16%), operating profit of EUR 190.2 million (+25%) and earnings per
share adjusted for goodwill amortization of EUR 2.01 (+28%). As at
March 31, 2004 Wienerberger operated 218 plants in 23 countries and
had sales operations in two additional countries.
The Wienerberger Management is dedicated to high standards of
Investor Relations and Corporate Governance.
A press conference will be held today at Hotel Marriott in Vienna,
Parkring 12 a, at 10.00 am (CET).
The Managing Board
Vienna, May 18, 2004
end of announcement euro adhoc 18.05.2004
Further inquiry note:
For additional information contact:
Thomas Melzer, Public and Investor Relations
T +43(1)60192-463 | email@example.com
Branche: Building materials
Index: ATX, ATX Prime, WBI
Börsen: Wiener Börse AG / official dealing