S&T AG resolves cash-based capital increase

14.11.2017 | Austria

Not for release, publication or distribution in or into the United States, Canada, Australia or Japan or any other jurisdiction in which offers or sales would be prohibited by applicable laws.

Linz, Austria 14.11.2017. The Executive Board of S&T AG (www.snt.at) resolved today to increase the company's share capital. This increase will amount to up to 10% of this share capital, will be for cash, and will exclude rights of subscription. The combined exploitation of the two capitals available to the company through stipulations in its articles of association will cause the company's share capital to increase by up to EUR 5,761,743. This increase will be accomplished through the issuance of up to 5,761,743 new non-par value bearer shares with voting rights and dividends entitlement as of January 1, 2017. These shares will be acquired by the paying of cash. This transaction requires the consent of the Supervisory Board of S&T AG.

The new shares are to be offered to one or more institutional investors via an accelerated bookbuilding process. This private placement will dispense with a prospectus. Its shares will be purchased in cash. The new shares are to be authorized for listing and trading on the Prime Standard segment of the Frankfurt Stock Exchange.

The funds thus acquired are to be used to finance the conclusion of the takeover of the former Kontron AG (assumption of minority interests in a subsidiary of S&T AG into which Kontron AG was merged in 2017), and, as well, the further growth of the S&T Group. The price at which the new shares are offered will orientate itself closely on the average quote for the company's shares prevailing on the XETRA electronic trading platform.

This publication may not be published, distributed or transmitted, directly or indirectly, in the United States, Canada, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein 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.

This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of S&T AG in the United States, Austria, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities referred to herein will not be or 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 under the Securities Act or an applicable exemption from registration requirements. The securities will not be registered under the Securities Act. There will be no public offer of the securities in the United States.

In the United Kingdom, any offer is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). Any offer is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a “Relevant Member State”), any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

S&T AG (www.snt.at) heads a technology group that employs some 3,700 persons and that operates in more than 25 countries around the world. S&T AG is listed on the Frankfurt Stock Exchange (ISIN AT0000A0E9W5, WKN A0X9EJ, SANT). S&T forms part of the Exchange's TecDAX index of high techs. S&T is a leading supplier in Central and Eastern Europe of IT systems and of the services and solutions comprised in them. S&T's taking in 2016 of a stake in Kontron AG – one of the leaders on the world's market for embedded computers – has enhanced its portfolio of proprietary technologies used in the fields of appliances, cloud security, software and smart energy. This move has made S&T one of the leading suppliers on the international markets for Industry 4.0 and IoT (Internet of Things) technologies.

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