Adhoc Notification: Wienerberger commences sale of treasury shares through accelerated bookbuilding procedure | PDF 93 KB

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

Wienerberger commences sale of treasury shares through accelerated bookbuilding procedure

August 31, 2021 -Today, the Managing Board of Wienerberger AG (FN 77676f; the "Company") has decided to offer institutional investors up to 2,500,000 treasury shares (ISIN AT0000831706), i.e. up to 2.2% of the Company's share capital, by means of an accelerated private placement (acceler- ated bookbuilding) and subject to an exclusion of acquisition (subscription) rights of existing share- holders. The Managing Board resolution dated 21 July 2021 on the exclusion of acquisition rights of existing shareholders in case the sale of treasury shares is pursued, which was published by means of inside information dissemination (adhoc disclosure) on 21 July 2021, was approved by the Supervisory Board of the Company on 10 August 2021.

The accelerated bookbuilding procedure will be initiated immediately. The final number of treasury shares to be sold as well as the price per share will be determined by the Managing Board of Wie- nerberger AG and announced after completion of the accelerated bookbuilding procedure.

In the placement agreement, the Company entered into a customary lock-up obligation of 90 days towards the Sole Global Coordinator of the accelerated bookbuilding, according to which the Company is obliged to refrain i. p. from disposing of or issuing shares or instruments with conversion right in shares of the Company against contributions in cash, unless the Sole Global Coordinator consents.

Net sales proceeds shall be used, amongst others, to take advantage of growth opportunities in water and energy management within Wienerberger Piping Solutions and for general corporate purposes.

Disclaimer

As a publication pursuant to article 17 Market Abuse Regulation (EU) No. 596/2014, pursuant to section 9 of the Austrian Publication Regulation 2018, this information replaces the publication pursuant to section 4 para 2 of the Austrian Publication Regulation 2018.

This publication is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa, Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this publication may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the treasury shares or possession or distribution of this publication in any jurisdiction where action for that purpose is required.

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This publication does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe for securities in the United States, Canada, Australia, South Africa, Japan or any other jurisdiction and the securities referred to herein have not been registered under the securities laws of any such jurisdiction. The treasury shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any State or any other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of, the Securities Act and in compliance with all applicable securities laws of any State or any other jurisdiction of the United States. No public offering of securities is being made in the United States or in any other jurisdiction.

This publication has been prepared solely for the purpose of complying with mandatory laws. The information set forth herein must not be distributed in any jurisdiction where such distribution is unlawful, and any recipients are requested to inform themselves about and to observe such re- strictions.

A sale of the shares referred to herein by Wienerberger AG will only be made in accordance with all applicable corporate and securities laws.

Any shares referred to herein will exclusively be offered or sold in reliance on any applicable exemptions from prospectus or registration requirements in any jurisdiction. In member states of the Eu- ropean Economic Area, this publication is only addressed to and directed at persons who are 'qualified investors' within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended, the "Pro- spectus Regulation"). In the United Kingdom, this publication is only addressed to and directed at qualified investors within the meaning of the Prospectus Regulation, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended ("EUWA"), who are persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (in- vestment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) falling within article 49(2)(a) to (d) (high net worth companies, incorporated associations, etc.) of the Order, or (iii) to whom it may otherwise be lawfully commu- nicated; any other persons in the United Kingdom should not take any action on the basis of this publication and should not act on or rely on it.

This publication does not constitute a recommendation concerning the private placement. Potential investors should consult their professional advisors as to the suitability of the private placement for the entity or person concerned.

Each of the banks accompanying the placement is acting for the Company only in connection with the private placement and no one else, and will not be responsible to anyone other than the Company for providing the protections offered to clients nor for providing advice in relation to the private placement treasury shares or the private placement, the contents of this publication or any transac- tion, arrangement or other matter referred to in this publication.

In connection with the private placement, the banks accompanying the placement or any of their respective affiliates may take up a portion of the treasury shares as a principal position and in that capacity may retain, purchase, sell or offer to sell for its own account such treasury shares and other securities of the Company or related investments in connection with the private placement or other- wise. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.