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EANS-Adhoc: UNIQA Insurance Group AG
UNIQA confirms intention to Re-IPO
-------------------------------------------------------------------------------- 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 09.09.2013 The information in this ad hoc announcement is not for release, publication or distribution in or into the United States, Australia, Canada or Japan. UNIQA confirms intention to Re-IPO - Re-IPO planned still in 2013 - Target issuance volume of 700 - 800 million euros, depending on market conditions - Investment banks mandated - Issuance of new shares to strengthen UNIQA's capital position and significantly increase free float As previously announced, UNIQA Insurance Group AG ("UNIQA" or "Company") confirms its intention to offer new shares by way of a "Re-IPO" transaction. UNIQA plans to proceed with its Re-IPO still in 2013 and has mandated Deutsche Bank, Morgan Stanley and Raiffeisen Centrobank as Joint Global Coordinators and Joint Bookrunners for the planned transaction. Barclays, Berenberg and UBS have been mandated as Co-Bookrunners. KBW acts as advisor to UNIQA. The target issuance volume of the intended transaction ranges from 700 to 800 million euros, however depends on market conditions. UNIQA's CEO, Andreas Brandstetter, commented as follows: "We have carefully prepared for this step and established a new, clear corporate structure without any significant minority interests. UNIQA is now transparent and easy to understand for every investor. The planned Re-IPO is a key milestone for UNIQA. The intended opening to the international stock market will continue to positively change the Company's identity. Among other things, it will help us secure long-term growth." UNIQA intends, subject to market conditions and approval of its managing and supervisory boards, to offer new shares from a capital increase still in 2013. This is expected to strengthen UNIQA's capitalization and thus allow the continued implementation of the strategy program UNIQA 2.0, as well as provide strategic flexibility for further growth. The planned Re-IPO will include the issuance of new shares to new and existing shareholders and is expected to significantly increase the Company's free float. UNIQA's existing core shareholders (see footnote) are expected to agree not to exercise their subscription rights, but are nonetheless expected to maintain a majority shareholding post Re-IPO. The intention is to offer the new shares to private and institutional investors in Austria through a public offering and to international institutional investors via private placements. The new shares will be listed on the Official Market of the Vienna Stock Exchange where UNIQA's shares already trade. The exact size of the potential offering and its exact timing will depend on prevailing market conditions. UNIQA 2.0: A clear long-term strategy UNIQA launched a long-term strategic repositioning of the Company in the summer of 2011 and has been consistently executing this strategy program - UNIQA 2.0. The program is founded on five pillars: 1. Double the number of customers from 7.5 million in 2010 to 15 million by 2020: At the end of June 2013, UNIQA served around 9 million customers 2. Concentrate on core insurance business in the stable market in Austria and the growth region CEE: Sale of Mannheimer Group, sale of media participations and hotels; acquisition of EBRD minority interests in CEE (Croatia, Hungary and Poland) 3. Implement four priority programs: - UNIQA Austria: Increase profitability through restructuring - Raiffeisen Insurance: Increase productivity - UNIQA International: Profitable growth in CEE - Risk/Return Profile: Value oriented asset/liability management; strong and sustainable capital position and attractive dividend policy 4. Strengthen equity base: Simplified corporate structure without significant minorities and preparation for Re-IPO 5. Improve profit from ordinary activities by up to EUR350 million by 2015 compared to 2012: UNIQA reported a profit from ordinary activities of EUR197 million (including EUR51 million gain from the sale of hotel participations) in 1H 2013 compared to EUR107 million in 1H 2012 Additional information concerning UNIQA is included in a company presentation, which is available on website of UNIQA Insurance Group AG (www.uniqagroup.com) at Investor Relations / Publications/Presentations. http://www.uniqagroup.com/gruppe/versicherung/investor-relations/publikationen/praesentationen/Presentations.en.html Footnote: UNIQA's core shareholders are Raiffeisen Zentralbank Österreich AG ("RZB"), Austria Versicherungsverein auf Gegenseitigkeit Privatstiftung ("Austria") and Collegialität Versicherungsverein Privatstiftung ("Collegialität"). RZB currently holds 45.28% of UNIQA's shares indirectly through BL Syndikat Beteiligungs Gesellschaft m.b.H., RZB Versicherungsbeteiligung GmbH and UQ Beteiligung GmbH, Austria currently holds 44.10% directly and indirectly through Austria Versicherungsverein Beteiligungs-Verwaltungs GmbH, and Collegialität holds 3.34% directly. LEGAL NOTICES As the UNIQA 2.0 targets relate to future periods and were prepared on the basis of assumptions about uncertain future events, they entail substantial uncertainties. Because of these uncertainties, any of the targets may not be reached, and it is possible that the actual profit improvement in the fiscal year 2015 compared to the fiscal year 2012 may differ materially from the UNIQA 2.0 targets. This is also true for the target to increase profit from ordinary activities by up to EUR350 million by 2015 compared to 2012 This announcement is not an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States of America, Germany or any other jurisdiction. The securities referred to herein may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Company does not intend to register the securities under the Securities Act or to conduct a public offering in the United States. This announcement serves marketing purposes and constitutes neither an offer to sell nor a solicitation to buy securities. A prospective public offer of securities of UNIQA Insurance Group AG will be made in Austria solely by means and on the basis of a published securities prospectus (including any supplements thereto) prepared in accordance with the provisions of the Austrian Capital Markets Act. An investment decision regarding any publicly offered securities of UNIQA Insurance Group AG should be made only on the basis of such securities prospectus. If a public offer of securities of UNIQA Insurance Group AG is to be made in Austria, a prospectus will be prepared in accordance with the Austrian Capital Markets Act which will be published promptly upon approval by the Austrian Financial Market Authority (Finanzmarktaufsicht) and will be available free of charge at UNIQA Insurance Group AG, Untere Donaustraße 21, 1029 Vienna or on the website of UNIQA Insurance Group AG (www.uniqagroup.com). Further inquiry note: UNIQA Insurance Group AG Norbert Heller Tel.: +43 (01) 211 75-3414 mailto:email@example.com end of announcement euro adhoc -------------------------------------------------------------------------------- issuer: UNIQA Insurance Group AG Untere Donaustraße 21 A-1029 Wien phone: 01/211 75-0 mail: firstname.lastname@example.org WWW: http://www.uniqagroup.com sector: Insurance ISIN: AT0000821103 indexes: WBI, ATX Prime stockmarkets: official market: Wien language: English