EQS Post-admission Duties announcement: Wienerberger AG / Publication
according to § 119 (9) BörseG
Wienerberger AG: Other admission duties to follow
04.12.2023 / 12:00 CET/CEST
Dissemination of a Post-admission Duties announcement transmitted by EQS
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The issuer is solely responsible for the content of this announcement.
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Report of the Managing Board of Wienerberger AG on the exclusion of the
purchase right (subscription right) of existing shareholders pursuant to
Sec 65 (1b) in conjunction with Sec 171 (1) and Sec 153 (4) Austrian Stock
Corporation Act (Aktiengesetz) in the event of a sale of treasury shares
1. Sale of treasury shares in other ways and authorization to exclude the
purchase right (exclusion of subscription rights)
By resolution of the 153^rd Annual General Meeting of Wienerberger AG, FN
77676 f (the “Company”), on 3 May 2022, the Managing Board was authorized
pursuant to Sec 65 (1b) of the Austrian Stock Corporation Act (AktG), for
a period of five years from the date of the resolution and with the
approval of the Supervisory Board, to sell treasury shares in the Company
in ways other than via the stock exchange or a public offer and to exclude
the shareholders’ pro rata purchase rights (exclusion of subscription
rights). Based on this authorization, the Managing Board intends to sell
treasury shares in the Company (the “Treasury Shares”) in ways other than
via the stock exchange or a public offer and, subject to the approval of
the Supervisory Board, to use these while excluding the shareholders’
subscription rights. The treasury shares shall be used for the employee
participation program for US employees of companies of the Wienerberger
Group in the US, in particular General Shale Brick, Inc. (“ESPP USA”).
Under the ESPP USA, US employees have the opportunity to acquire shares
listed on the Vienna Stock Exchange under ISIN AT0000831706. For every two
shares purchased (“Investment Shares”), the participating employee
receives one Wienerberger AG share without any further consideration
(“Matching Share”) in accordance with the terms and conditions of the
ESPP USA (“Plan Conditions”) (2+1 model). ESPP USA is administered by
Global Shares Inc. as plan administrator (“Plan Administrator”). The Plan
Administrator will hold the shares in trust on behalf of the US employees
for the duration of the program. For this reason, the Treasury Shares will
be transferred directly to the Plan Administrator to be held in trust on
behalf of the US employees under the ESPP USA.
At the end of the offer period of ESPP USA, the total investment of all
participating employees under the ESPP USA amounted to the equivalent of
approximately EUR 130,000. For this total investment amount, Wienerberger
AG sells and transfers Treasury Shares as Investment Shares to the Plan
Administrator as trustee for the participating employees. In addition,
Wienerberger AG sells and transfers one Matching Share for every two
Investment Shares without any further consideration by the participating
employees to the Plan Administrator as trustee for the participating
employees. The costs for the Matching Shares are borne by companies of the
Wienerberger Group in the US, in particular General Shale Brick, Inc. and
a reimbursement of costs is paid to Wienerberger AG. In total,
Wienerberger AG will therefore acquire Treasury Shares for the ESPP USA at
a price of approximately EUR 130,000 (taking into account the fact that
only whole shares are delivered) as Investment Shares and additionally one
Matching Share for every two Investment Shares, whereby Wienerberger will
receive a cost compensation of approximately EUR 65,000 (taking into
account the fact that only whole shares are delivered) for the Matching
Shares.
The transfer of the Treasury Shares to the Plan Administrator is expected
to take place on 27 December 2023 (“Closing”). On the day of Closing, both
the Investment Shares and the Matching Shares will be transferred to the
Plan Administrator as trustee for the US employees. The shares will be
sold at closing price on the last trading day immediately prior to
Closing.
The final amount of Treasury Shares required for the ESPP USA will
therefore be determined on the day of Closing based on the closing price
of the Wienerberger share on the Vienna Stock Exchange on the last trading
day immediately prior to Closing, whereby Treasury Shares will be sold as
Investment Shares at a price of approximately EUR 130,000 and for every
two Investment Shares, one Matching Share will be sold to the
participating employees with a reimbursement of costs. Based on the
closing price of the Wienerberger share on the Vienna Stock Exchange on 30
November 2023, this would result in 7,380 Treasury Shares to be used. This
would correspond to around 0.007 % of the company’s total shares.
The required approval of the Supervisory Board for the use of Treasury
Shares is expected to take place on 19 December 2023.
2. Interest of the Company
The Treasury Shares shall be used for the ESPP USA and distributed to the
employees participating in the ESPP USA through the Plan Administrator as
trustee.
This is advantageous and in the interest to the Company for several
reasons. The aim of the employee participation program is to strengthen
employees’ identification with the Wienerberger Group and promote their
loyalty. The establishment of employee participation programs is quite
common among companies and continues to increase in order to create
attractive incentives for employees and to bind them to the company.
Wienerberger agrees upon a three-year holding period with the
participating US employees. As a result, the shares remain in firm hands
for this period.
3. Suitability, Necessity and Proportionality
The exclusion of subscription rights for the use of Treasury Shares for
the ESPP USA is suitable for achieving the stated objectives in the
interests of the Company. The exclusion of subscription rights is
necessary and proportionate for this purpose: (i) The objectives and
advantages pursued by using Treasury Shares for employee recruitment and
retention cannot be achieved to the same extent in the event of a sale of
Treasury Shares while preserving the shareholders’ subscription rights or
a sale via the stock exchange or a public offer. (ii) The use of Treasury
Shares for the ESPP USA creates a competitive advantage in direct
comparison to other companies that do not offer their employees such
opportunities. This creates incentives for employees of Wienerberger Group
companies in the US to join Wienerberger or to remain with the company in
the long term. This has a positive impact on the Company. (iii) A sale of
Treasury Shares with subscription rights, on the other hand, could not
fulfill these objectives, as it is essential to attract employees as new
shareholders and not to issue Treasury Shares to existing shareholders.
(iv) The extent of the use of Treasury Shares is limited by the total
amount of approximately EUR 195,000, so that a possible ‘dilution’ of the
shareholders with regard to their shareholding quota remains within
reasonable limits. As the selling price for the Investment Shares and the
reimbursement of costs for the Matching Shares is based on the closing
price on the Vienna Stock Exchange on the day before Closing, this is
appropriate and there is no risk of dilution for the shareholders
comparable to a capital increase when using Treasury Shares in the course
of the ESPP USA. In addition, the number of Matching Shares is limited to
one Matching Share for every two Investment Shares. Although the
shareholding quota of the shareholder changes, this only restores the
ratio that existed prior to the repurchase of Treasury Shares by the
Company and which has temporarily changed due to the restrictions on the
rights arising from Treasury Shares for the Company (Sec 65 (5) AktG).
In particular for the reasons stated above, the purposes and measures
pursued in the interests of the Company with the exclusion of subscription
rights – which are in any case indirectly also in the interests of all
shareholders – outweigh the exclusion of shareholders’ subscription
rights, so that the exclusion of subscription rights is not
disproportionate, but necessary and appropriate. In addition, the use of
Treasury Shares for the ESPP USA and the exclusion of subscription rights
are subject to the approval, and therefore the control, of the Company’s
Supervisory Board.
4. Justification of the Selling Price
The selling price of the Treasury Shares was determined in accordance with
the Plan Conditions. By linking the price to the closing price on the day
prior to Closing on the Vienna Stock Exchange, an appropriate purchase
price corresponding to the time of purchase is determined when setting the
price for the Investment Shares and the reimbursement of costs for the
Matching Shares. Due to the valuation of the shares taking into account
the market price of the company’s shares, there is also no
disproportionate disadvantage for shareholders due to quota dilution.
Treasury Shares to be sold have the same rights (in particular profit
entitlements) as the existing shares (ISIN AT0000831706). The rights
arising from the shares are therefore taken into account in the valuation
of the shares on the capital market (in particular the share price).
5. Summary
After consideration of the reasons above, the intended exclusion of
subscription rights is suitable, necessary, proportionate and objectively
justified and required in the overriding interest of the Company. This
report of the Management Board will be published on the Company’s website
registered with the commercial register and will also be distributed
electronically throughout Europe. In addition, an announcement will be
made on the electronic announcement and information platform of the
Federal Government (EVI). The approval of the Company’s Supervisory Board
is required for the exclusion of subscription rights and for the sale of
Treasury Shares. In accordance with Sec 65 (1b) in conjunction with Sec
171 (1) AktG, a resolution of the Supervisory Board will be passed no
earlier than two weeks after the publication of this report and the actual
sale of Treasury Shares will be carried out in accordance with the
statutory requirements.
Vienna, 4 December 2023
The Managing Board of Wienerberger AG
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04.12.2023 CET/CEST
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Language: English
Company: Wienerberger AG
Wienerbergerplatz 1
1100 Wien
Austria
Internet: www.wienerberger.com
End of News EQS News Service
1784605 04.12.2023 CET/CEST