AMAG Austria Metall AG: Announcement sec. 93 para. 2 of the Austrian Stock Exchange Act
Ranshofen
(pta011/06.03.2013/10:00 UTC+1)
Ranshofen, March 6, 2013 - AMAG Austria Metall AG ("AMAG") (ISIN AT00000AMAG3) listed on the Prime Market of the Vienna Stock Exchange was informed by B&C Alpha Holding GmbH, B&C Holding GmbH, B&C Industrieholding GmbH and B&C Private Foundation (B&C Alpha Holding GmbH and the enterprises directly and indirectly holding 100% of its equity, hereinafter collectively the "B&C Group") and the AMAG Employees Private Foundation ("AEPF") about (i) an Agreement on the Right of Preemption and Acquisition concluded with Oberbank AG; (ii) a Shareholders' Agreement of the AEPF; and (iii) an Agreement on the Right of Preemption and Acquisition concluded with RLB OÖ Alu Invest GmbH, and AMAG announces as follows in accordance with sec. 93 para. 2 of the Stock Exchange Act:
1. On January 7, 2013, B & C Industrieholding GmbH and Oberbank AG concluded a participation agreement ("Participation Agreement") concerning AMAG. This Participation Agreement is, inter alia, subject to the condition precedent of all necessary clearances by the antitrust authorities being granted and on hand by April 30, 2013, at the latest.
On January 7, 2013, B & C Industrieholding GmbH notified the conclusion of the Participation Agreement to AMAG, to the Austrian Financial Market Authority and to the Vienna Stock Exchange pursuant to sections 91 et seq. of the Austrian Stock Exchange Act. On January 9, 2013, AMAG published the information contained in the notification of B & C Industrieholding GmbH pursuant to sec. 93, para. 2 of the Stock Exchange Act.
In the Participation Agreement, B & C Industrieholding GmbH and Oberbank AG agreed - apart from the agreement already announced on January 7, 2013 giving rise to attributing all AMAG shares owned by Oberbank Industrie- und Handelsbeteiligungsholding GmbH (1,765,001 ordinary shares and an equal number of voting rights in AMAG; approx. 5.01% of voting rights) to the B & C Group - that B & C Industrieholding GmbH shall be entitled to acquire the 1,763,200 ordinary shares in AMAG currently held by Oberbank Industrie- und Handelsbeteiligungsholding GmbH if (i) Oberbank Industrie- und Handelsbeteiligungsholding GmbH intends to sell the 1,763,200 ordinary shares (or any part thereof) to any legal entity not forming part of the Oberbank Group ("Oberbank AG and all companies in which Oberbank AG holds 100% of equity and voting rights"), or (ii) the company holding the said 1,763,200 ordinary shares in AMAG ceases to form part of the Oberbank Group. This right of preemption and acquisition of B & C Industrieholding GmbH shall end two years after termination of the Participation Agreement, however not earlier than on December 31, 2019.
As of the Participation Agreement taking effect, a total of 12,344,200 ordinary shares and an identical number of voting rights in AMAG (approx. 35.01% of the voting rights) held by the B & C Group (10,579,199 ordinary shares owned by B & C Alpha Holding GmbH and an identical number of voting rights in AMAG; approx. 29.99% of the voting rights) and the Oberbank Group (1,765,001 ordinary shares owned by Oberbank Industrie- und Handelsbeteiligungsholding GmbH and an identical number of voting rights in AMAG; approx. 5.01% of the voting rights) shall be attributed to the B & C Group under the Participation Agreement according to sections 91, 91a, 92 paragraphs 1 and 7 of the Austrian Stock Exchange Act in conjunction with sec. 23 para. 1 of the Austrian Takeover Act (Übernahmegesetz, ÜbG), thus causing the B & C Group to exceed the 35% limit defined in sec. 91 para. 1 of the Stock Exchange Act due to the Participation Agreement (without taking into account the Shareholders' Agreement according to point 2 and the Agreement on the Right of Preemption and Acquisition according to point 3).
2. On March 1, 2013, B & C Industrieholding GmbH and AEPF concluded a shareholders' agreement (the "Shareholders' Agreement") regarding the exercise of voting rights relating to the appointment of members of the supervisory board of AMAG. In the Shareholders' Agreement, B & C Industrieholding GmbH and AEPF agreed that in the event that AEPF intends to sell the shares held by it, i.e. currently 3,922,106 ordinary shares (approx. 11.12% of voting rights) or any part thereof, B & C Industrieholding GmbH shall be entitled to acquire these shares. This right of preemption and acquisition of B & C Industrieholding GmbH shall end two years after termination of the Shareholders' Agreement, however not earlier than on December 31, 2019.
The Shareholders' Agreement is, inter alia, subject to the condition precedent of all necessary clearances by the antitrust authorities being granted and on hand by April 30, 2013, at the latest.
As of the Shareholders' Agreement taking effect, a total of 14,501,305 ordinary shares and an identical number of voting rights in AMAG (approx. 41.12% of the voting rights) held by the B & C Group (10,579,199 ordinary shares owned by B & C Alpha Holding GmbH and an identical number of voting rights in AMAG; approx. 29.99% of the voting rights) and AEPF (3,922,106 ordinary shares and an identical number of voting rights in AMAG; approx. 11.12% of the voting rights) shall be attributed to the B & C Group under the Shareholders' Agreement according to sections 91, 91a, 92 para. 7 of the Austrian Stock Exchange Act in conjunction with sec. 23 para. 1 of the Austrian Takeover Act, thus causing the B & C Group to exceed the 40% limit defined in sec. 91 para. 1 of the Stock Exchange Act due to the Shareholders' Agreement (without taking into account the Participation Agreement according to point 1 and the Agreement on the Right of Preemption and Acquisition according to point 3).
3. On March 1, 2013, B & C Industrieholding GmbH and RLB OÖ Alu Invest GmbH concluded an Agreement on a Right of Preemption and Acquisition concerning 2,292,160 ordinary shares in AMAG (approx. 6.50% of voting rights) currently held by RLB OÖ Alu Invest GmbH. This Agreement on a Right of Preemption and Acquisition shall terminate on December 31, 2016.
Under the Agreement on the Right of Preemption and Acquisition, a total of 12,871,359 ordinary shares and an identical number of voting rights in AMAG (approx. 36.49% of the voting rights) held by the B & C Group (10,579,199 ordinary shares owned by B & C Alpha Holding GmbH and an identical number of voting rights in AMAG; approx. 29.99% of the voting rights) and RLB OÖ Alu Invest GmbH (2,292,160 ordinary shares and an identical number of voting rights in AMAG; approx. 6.50% of the voting rights) shall be attributed to the B & C Group according to sections 91, 91a para. 2 of the Austrian Stock Exchange Act, thus causing the B & C Group to exceed the 35% limit defined in sec. 91 para. 1 of the Stock Exchange Act due to the Agreement on the Right of Preemption and Acquisition (without taking into account the Participation Agreement according to point 1 and the Shareholders' Agreement according to point 2).
4. Under (i) the Participation Agreement according to point 1 and (ii) the Shareholders' Agreement according to point 2 (without taking into account the Agreement on the Right of Preemption and Acquisition according to point 3), as of the taking effect of the said two Agreements, a total of 16,266,306 ordinary shares and an identical number of voting rights in AMAG (approx. 46.13% of the voting rights) held by the B & C Group (10,579,199 ordinary shares owned by B & C Alpha Holding GmbH and an identical number of voting rights in AMAG; approx. 29.99% of the voting rights), by the Oberbank Group (1,765,001 ordinary shares owned by Oberbank Industrie- und Handelsbeteiligungsholding GmbH and an identical number of voting rights in AMAG; approx. 5.01% of the voting rights), and by AMAG Employees Private Foundation (3,922,106 ordinary shares and an identical number of voting rights in AMAG; approx. 11.12% of the voting rights) shall be attributed to the B & C Group according to sections 91, 92 paragraphs 1 and 7 of the Stock Exchange Act in conjunction with sec. 23 para. 1 of the Takeover Act, thus causing the B & C Group to exceed the 45% limit pursuant to sec. 91 para. 1 of the Stock Exchange Act due to the Participation Agreement and the Shareholders' Agreement (without taking into account any financial instruments pursuant to sec. 91a of the Stock Exchange Act).
5. As of the Participation Agreement according to point 1 and the Shareholders' Agreement according to point 2 taking effect, taking into account (i) the Participation Agreement according to point 1, (ii) the Shareholders' Agreement according to point 2 and (iii) the Agreement on the Right of Preemption and Acquisition according to point 3, a total of 18,558,466 ordinary shares and an identical number of voting rights in AMAG (approx. 52.63% of the voting rights) held by the B & C Group (10,579,199 ordinary shares owned by B & C Alpha Holding GmbH and an identical number of voting rights in AMAG; approx. 29.99% of the voting rights), by the Oberbank Group (1,765,001 ordinary shares owned by Oberbank Industrie- und Handelsbeteiligungsholding GmbH and an identical number of voting rights in AMAG; approx. 5.01% of the voting rights), by AMAG Employees Private Foundation (3,922,106 ordinary shares and an identical number of voting rights in AMAG; approx. 11.12% of the voting rights) and by RLB OÖ Alu Invest GmbH (2,292,160 ordinary shares and an identical number of voting rights in AMAG; approx. 6.50% of the voting rights) shall be attributed to the B & C Group according to sections 91, 91a, 92 paragraphs 1 and 7 of the Stock Exchange Act in conjunction with sec. 23 para. 1 of the Takeover Act, thus causing the B & C Group to exceed the 50% limit pursuant to sec. 91 para. 1 of the Stock Exchange Act when taking into account all three Agreements described under points 1 to 3.
The total number of shares and voting rights in AMAG is 35,264,000.
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Emitter: |
AMAG Austria Metall AG Lamprechtshausener Straße 61 5282 Ranshofen Austria |
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Contact Person: | Mag. Gerald Wechselauer | |
Phone: | +43 7722 801 2203 | |
E-Mail: | gerald.wechselauer@amag.at | |
Website: | www.amag.at | |
ISIN(s): | AT00000AMAG3 (Share) | |
Stock Exchange(s): | Vienna Stock Exchange (Official Trade) |