Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Japan or Australia.
27 September 2013
Publication pursuant to § 5 of the Austrian Publication Ordinance
Sale of up to 2,577,412 treasury shares
On 17 September 2013, AT & S announced that it had decided to offer for sale up to 2,577,412 treasury shares by way of a public offering in Austria and a non-public offering outside of Austria and the United States to selected institutional investors. In accordance with Section 5 of the Veröffentlichungsverordnung 2002 (BGBl II 2002/112) the following is announced:
1. Date of the resolution of the General Meeting authorizing the sale: 4 July 2013
2. Date and form of publication of the resolution of the General Meeting: 4 July 2013, pursuant to section 82 para 9 of the Stock Exchange Act
3. Commencement and envisaged duration of the sale of treasury shares: together with the new shares, the treasury shares will be offered for sale to shareholders during the subscription period. Delivery of the treasury shares is expected to take place on 9 October 2013 against payment of the subscription price.
4. Class of shares: No-par value bearer shares of common stock.
5. Envisaged volume and percentage: up to 2,577,412 shares, corresponding to approximately 9.95% of the share capital prior to completion of the capital increase.
6. Maximum and minimum consideration per share: the treasury shares will be sold at the same subscription price as the new shares, thus at EUR 6.50 per share.
7. Manner and purpose of the sale: together with the new shares, the treasury shares shall be offered to shareholders by maintaining their subscription rights (the right to purchase treasury shares).
8. Effect on stock exchange listing: the envisaged sale of treasury shares will not affect the stock exchange listing of the shares.
To the extent publications are not required to be made in the form of ad-hoc announcements pursuant to the provisions of the Veröffentlichungsverordnung 2002, such publications may also be made on the Company’s website (http://www.ats.net/investors).
For further information, please contact:
AT & S
Media and Investor Relations:
Martin Theyer, Tel.: +43-676 89555909
This announcement serves information purposes in Austria and constitutes neither an offer to sell nor a solicitation to buy any securities. The public offer in Austria is being made solely by means and on the basis of the published prospectus, which is approved by the Austrian Financial Market Authority and the supplement to the prospectus, which are available free of charge at AT & S Austria Technologie & Systemtechnik Aktiengesellschaft, Fabriksgasse 13, 8700 Leoben-Hinterberg, during usual business hours and can be reviewed in electronic form on the website of the Issuer (http://www.ats.net/ats-login).
This announcement is not an offer for sale of securities in any jurisdiction where such an offer is illegal. The securities have not been registered under the U.S. Securities Act of 1933 as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements under the Securities Act. This announcement is not being issued in the United States and may not be distributed to publications with a general circulation in the United States.
This announcement is being distributed only to, and is directed only at persons (i) who are outside the United Kingdom or (ii) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (iii) who fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order (all such persons together being referred to as “Relevant Persons”). Any person who is not a Relevant Person must not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area (“EEA”), other than Austria, which has implemented the Prospectus Directive (2003/71/EC), as amended (each, a “Relevant Member State”) will only be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly, this announcement is only addressed to and is only directed at qualified investors in such EEA Member State within the meaning of the Prospectus Directive. Any person who is not a qualified investor within the meaning of the Prospectus Directive must not act or rely on this announcement or any of its contents.