EQS-News: STRABAG SE / Key word(s): Investment
STRABAG SE: Legal action brought against Rasperia to exercise right of
first refusal
09.10.2024 / 17:00 CET/CEST
The issuer is solely responsible for the content of this announcement.
══════════════════════════════════════════════════════════════════════════
STRABAG SE: Legal action brought against Rasperia to exercise right of
first refusal
In close coordination with STRABAG SE, the Austrian core shareholders have
filed a claim with a court of arbitration in Amsterdam concerning the
rights of first refusal laid out in the 2007 syndicate agreement. The
court must now clarify the following in particular:
• the validity of the rights of first refusal beyond termination of the
syndicate agreement from 2007
• the triggering of first refusal rights through change of control
• the possibility to transfer shares under compliance with sanctions
regimes
“Our position since the start of the war has been clear and we have taken
decisive steps to distance ourselves from the sanctioned shareholder. With
the capital measure completed in March of this year, we succeeded in
pushing the affected shareholdings below the important threshold of 25%.
The fact that a STRABAG shareholder remains sanctioned, along with the
uncertainties resulting from its transfer to Iliadis, nevertheless
represent a persistent risk for our company. Rasperia’s sale in Russia by
Valtoura to Iliadis now gives us the opportunity to finally separate
ourselves from the sanctioned shareholder. We are therefore pushing ahead
with this process using every means at our disposal,” says Klemens
Haselsteiner, CEO of STRABAG SE.
Syndicate agreement from 2007
In 2007, the Austrian core shareholders and Rasperia concluded a syndicate
agreement which, among other things, provided for the nomination of
Supervisory Board members and the coordination of voting results at the
Annual General Meeting. In the event of a change of control affecting one
shareholder, the agreement also granted rights of first refusal to the
other syndicate partners. The court of arbitration in Amsterdam specified
in the syndicate agreement must now clarify whether the right of first
refusal remains valid following termination of the syndicate agreement on
31 December 2022. The court must also determine whether the sale of
Rasperia to Iliadis JSC has resulted in a change of control and whether
Rasperia would therefore be required to tender its shares in STRABAG to
the core shareholders or transfer these accordingly.
According to the major holdings notification from 26 March 2024, Oleg
Deripaska has relinquished his control of Rasperia – i.e. from STRABAG’s
point of view, and presumably also from the point of view of Rasperia and
Oleg Deripaska himself, a change of control has taken place.
STRABAG expects a ruling from the court of arbitration in 2026. Several
questions must still be clarified before a ruling can be enforced,
however. Among other things, clarification is required with the relevant
national and international authorities as to whether and how the right of
first refusal can be implemented in compliance with the sanctions regimes.
STRABAG, confident that it must take an active role in answering these
questions, will take all necessary steps to achieve this important goal
for our company and ultimately for all of our shareholders.
STRABAG SE is a European-based technology group for construction services,
a leader in innovation and financial strength. Our activities span all
areas of the construction industry and cover the entire construction value
chain. We create added value for our clients by taking an end-to-end view
of construction over the entire life cycle – from planning and design to
construction, operation and facility management to redevelopment or
demolition. In all of our work, we accept responsibility for people and
the environment: We are shaping the future of construction and are making
significant investments in our portfolio of more than 250 innovation and
400 sustainability projects. Through the hard work and dedication of our
approximately 86,000 employees, we generate an annual output volume of
around € 19 billion.
Our dense network of subsidiaries in various European countries and on
other continents extends our area of operation far beyond the borders of
Austria and Germany. Working together with strong partners, we are
pursuing a clear goal: to design, build and operate construction projects
in a way that protects the climate and conserves resources. More
information is available at www.strabag.com.
══════════════════════════════════════════════════════════════════════════
09.10.2024 CET/CEST This Corporate News was distributed by EQS Group AG.
www.eqs.com
══════════════════════════════════════════════════════════════════════════
Language: English
Company: STRABAG SE
Donau-City-Straße 9
1220 Vienna
Austria
Phone: +43 1 22422 – 1089
Fax: +43 1 22422 - 1177
E-mail: investor.relations@strabag.com
Internet: www.strabag.com
ISIN: AT000000STR1
Listed: Vienna Stock Exchange (Official Market)
EQS News ID: 2005247
End of News EQS News Service
2005247 09.10.2024 CET/CEST
