pta20140902023
Public disclosure of inside information according to article 17 MAR

Wienerberger AG: Exchange offer for 2007 hybrid bond

Vienna (pta023/02.09.2014/19:15 UTC+2) Limited offer to exchange the hybrid bond issued in 2007 for a new hybrid bond (exchange ratio 1:1)
- Exchange volume of up to Euro 300 million
- Offer period: September 4, 2014 to September 26, 2014 (at 3 pm CET)
- Coupon: 6.5% up to February 9, 2017, thereafter 5.00% up to February 9, 2021 (first call option by Wienerberger AG)

Wienerberger AG has announced an offer to all owners of the hybrid bond issued in February 2007 (ISIN: DE000A0G4X39) to exchange their certificates at a 1:1 ratio for a new hybrid bond. This offer is based on an exchange offer memorandum and a capital market prospectus, which is expected to be approved by the Austrian Financial Market Authority on September 3, 2014. This is an exclusive offer only to current owners of the hybrid bond 2007, whereby the exchange period and the volume are limited. Subscription is not open to new investors, the exchange period will run from September 4 to 26, 2014, at 3 pm CET. The maximum volume of the new hybrid bond is limited to Euro 300 million. With this transaction, Wienerberger intends to further improve its mid- and long-term financing structure.

Total volume of the hybrid capital issued by Wienerberger remains unchanged
The current 2007 hybrid bond has a volume of Euro 500 million with a call option for Wienerberger AG on February 9, 2017. Whether or not the company decides to exercise such option will depend on strategic considerations and the economic environment in 2017. Heimo Scheuch, Chief Executive Officer of Wienerberger AG, explained: "Our goal is to reinforce our strong capital structure and balanced financing profile over the long-term. The offer to exchange the current hybrid bond for a new one will by no means change the total hybrid capital issued by Wienerberger or the Group's overall capital structure. Although we have not yet decided whether we will redeem the 2007 hybrid bond in 2017, we aim to increase our financial flexibility with this step. In addition, we are also offering the current hybrid bondholders an opportunity to extend their commitment at attractive conditions in return for their longstanding trust in Wienerberger."

Wienerberger hybrid bond 2014: attractive return in times of historically low interest rates
The terms of the new hybrid bond are based on the 2007 security: it represents subordinated capital with a fixed interest rate, one-sided cancellation rights by Wienerberger and an unlimited term. Therefore, the 2014 hybrid bond will also be classified as equity under IFRS. Similar to the coupon on the old bond, the 2014 bond will have an interest rate of 6.5% up to February 9, 2017. For the next four years up to February 9, 2021, the coupon will equal 5.00%. At this date Wienerberger has a call option. If this option is not exercised, the interest rate will change to the five-year swap rate in effect on that date plus 595 basis points. Consequently, the new hybrid bond offers bondholders an attractive return on their investment in the current historically low interest rate environment.

Application filed for trading in the Second Regulated Market of the Vienna Stock Exchange
Wienerberger plans to register the hybrid bond for trading in the Second Regulated Market of the Vienna Stock Exchange (ISIN DE000A1ZN206). The 2007 hybrid bondholders who consider accepting the exchange offer can find detailed information on the exchange offer and terms in the exchange offer memorandum and the capital market prospectus. These documents are available from the participating banks, subject to specific offer and distribution restrictions. Details on the exchange offer - including the interest rates, all other interest periods and the relevant legal documents for the exchange offer - will be available on the Wienerberger homepage (www.wienerberger.com) after the approval of the capital market prospectus which is expected for September 3, 2014.

Wienerberger Group
Wienerberger is the world's largest producer of bricks (Porotherm, Terca) as well as number one on the clay roof tile market (Koramic, Tondach) in Europe and on the concrete paver market (Semmelrock) in Central-East Europe. In pipe systems (Steinzeug-Keramo ceramic pipes and Pipelife plastic pipes), the company is one of the market leaders in Europe. With 212 plants, Wienerberger generated revenues of Euro 2,663 million and operating EBITDA of Euro 267 million in 2013.

DISCLAIMER:
THIS PRESS RELEASE CONSTITUTES NEITHER AN OFFER TO EXCHANGE NOR A SOLICITATION TO EXCHANGE ANY SECURITIES OF WIENERBERGER AG. A PUBLIC EXCHANGE OFFER OF SECURITIES OF WIENERBERGER AG MAY ONLY BE MADE IN AUSTRIA, GERMANY AND SWITZERLAND ON THE BASIS OF THE PROSPECTUS APPROVED BY THE AUSTRIAN FINANCIAL MARKET AUTHORITY (FINANZMARKTAUFSICHT). THE APPOVAL OF THE PROSPECTUS BY THE AUSTRIAN FINANCIAL MARKET AUTHORITY IS EXPECTED FOR SEPTEMBER 3, 2014, PUBLISHED AND NOTIFIED TO GERMANY ON THE SAME DAY. AFTER THE APPROVAL THE PROSPECTUS WILL BE AVAILABLE FREE OF CHARGE DURING ORDINARY BUSINESS HOURS AT WIENERBERGER AG, WIENERBERGSTRASSE 11, 1100 WIEN AND CAN BE REVIEWED IN ELECTRONIC FORM ON THE WEBSITE OF THE ISSUER (WWW.WIENERBERGER.COM). ANY EXCHANGE OFFERS RECEIVED PRIOR TO THE COMMENCEMENT OF A PUBLIC OFFER WILL BE REJECTED.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO EXCHANGE OR A SOLICITATION OF AN OFFER TO EXCHANGE ANY SECURITIES OF WIENERBERGER AG IN THE UNITED STATES OF AMERICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. USERS OF THIS PRESS RELEASE ARE REQUESTED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

THE INFORMATION SET FORTH ON THIS PRESS RELEASE MUST NOT BE DISTRIBUTED OUTSIDE OF AUSTRIA, GERMANY AND SWITZERLAND, IN PARTICULAR NOT IN THE UNITED STATES OF AMERICA, TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")), OR TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THE SECURITIES REFERRED TO IN THE FOLLOWING PAGES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT. THE SECURITIES MAY NOT BE OFFERED FOR EXCHANGE IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT IN TRANSACTIONS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

FAILURE TO COMPLY WITH THESE RESTRICTIONS CAN CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS. OUTSIDE OF AUSTRIA, GERMANY AND SWITZERLAND, ANY OFFER TO EXCHANGE SECURITIES WILL BE MADE ONLY AS A PRIVATE PLACEMENT TO CERTAIN QUALIFIED INSTITUTIONAL INVESTORS, IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS. IN THE UNITED STATES OF AMERICA, THE SECURITIES MAY BE OFFERED TO AND EXCHANGED ONLY WITH QUALIFIED INSTITUTIONAL BUYERS UNDER REGULATION S OF THE SECURITIES ACT AND OUTSIDE THE UNITED STATES OF AMERICA, TO PERSONS OTHER THAN U.S. PERSONS IN COMPLIANCE WITH REGULATIONS.

For additional information contact:
Barbara Braunöck, Head of Corporate Communications Wienerberger
T +43 1 601 92 - 10149 | communication@wienerberger.com
Klaus Ofner, Head of Investor Relations Wienerberger
T +43 1 601 92 - 10221 | investor@wienerberger.com

If you do not wish to receive the Wienerberger newsletter any longer, send an e-mail with subject: "unsubscribe newsletter" to communication@wienerberger.com

Wienerberger AG is a pure free float company, whereby the majority of shares are held by Austrian and international institutional investors. Additional information on the shareholder structure is provided under http://www.wienerberger.com/investor-relations/the-wienerberger-share/the-wienerberger-share/shareholder-structure.

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Emitter: Wienerberger AG
Wienerbergstraße 11
1100 Wien
Austria
Contact Person: Barbara Braunöck
Phone: +43 1 60192 10149
E-Mail: communication@wienerberger.com
Website: www.wienerberger.com
ISIN(s): AT0000831706 (Share)
Stock Exchange(s): Vienna Stock Exchange (Official Trade)
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