Regulatory News:
UBS AG (NYSE:UBS)(SWX:UBSN):
This announcement is an advertisement and not a prospectus for
the purposes of the Prospectus Directive (2003/71/EC, as amended)
and investors in the European Economic Area (the “EEA”) should not
subscribe for or purchase any transferable securities referred to
in this announcement except, in the case of the exchange offer
during the additional acceptance period, on the basis of
information contained in or incorporated by reference in the
prospectus to be approved and published in due course in connection
with such public offering of UBS Group AG shares in the additional
acceptance period (the “EU AAP Prospectus”), in Ireland, and
following passporting, in Austria, France, Germany, Liechtenstein,
Luxembourg, the Netherlands, Spain and the United Kingdom. The EU
AAP Prospectus in the English language, once published, will be
available at www.ubs.com/exchangeoffer.
UBS AG proposed to its shareholders to establish a new holding
company, UBS Group AG. To implement this proposal, UBS Group AG, a
Swiss stock corporation (Aktiengesellschaft), offered to acquire
any and all issued UBS shares in exchange for UBS Group AG shares
on a share-for-share basis.
On 29 September 2014 UBS Group published the Swiss offer
prospectus regarding the Exchange Offer.
Under the terms of the Exchange Offer, every registered share of
UBS AG with a nominal value of CHF 0.10 validly tendered in, and
not withdrawn from, the Exchange Offer was exchanged for one
registered share of UBS Group AG with a nominal value of CHF 0.10.
The Exchange Offer was comprised of separate offers. The Swiss
Exchange Offer was made to all holders of UBS AG shares, wherever
located, in accordance with local laws, regulations and
restrictions, pursuant to the Swiss Offer Prospectus and, for
holders of UBS AG shares located in one or more member states of
the European Economic Area, one or more separate prospectuses. The
U.S. Exchange Offer was made to all holders of UBS AG shares
located in the United States pursuant to separate offer
documentation.
On 12 November 2014 UBS Group AG published a supplementary Swiss
offer prospectus that is supplemental to, and should be read in
conjunction with, the Swiss Offer Prospectus and thereby reduced
the minimum acceptance condition to 66.67% and extended the Initial
Acceptance Period until 20 November 2014.
Final Result
Subject to the offer restrictions set forth in the Swiss Offer
Prospectus, the Swiss Exchange Offer related to all issued UBS AG
shares, including any UBS AG shares that were issued between 24
September 2014 and the end of the Additional Acceptance Period. At
the expiration of the Additional Acceptance Period, the Exchange
Offer related to a total of 3,844,560,913 UBS AG shares.
The table below provides information on the number of UBS AG
shares tendered into the Exchange Offer at the expiration of the
Additional Acceptance Period:
UBS AG shares Acceptance ratio
Treasury shares tendered by UBS AG 90,843,754 n.a.
UBS AG shares tendered by UBS AG Shareholders 3,624,575,658
96.56% (calculated based on the UBS AG shares held by UBS AG
Shareholders as per 10 December 2014) Total of tendered UBS AG
shares 3,715,419,412 96.64% of all issued UBS AG
shares at the end of the Additional Acceptance Period
Subsequent to the end of the Additional Acceptance Period, UBS
Group AG has agreed to acquire an additional 1,490,795 UBS AG
shares for new UBS Group AG shares via private exchanges with
various shareholders and banks in Switzerland and elsewhere outside
the United States. These private exchanges are made on the same
terms and conditions as applied to the Exchange Offer and bring the
total percentage of UBS AG shares owned by UBS Group AG to
96.68%.
Second Settlement
It is expected that holders of UBS AG shares who accepted the
Exchange Offer during the Additional Acceptance Period will receive
UBS Group AG shares on 18 December 2014.
The number of UBS AG shares tendered is less than the 98%
required to complete a statutory squeeze out. UBS Group AG may use
any method to acquire additional UBS AG shares permitted under
applicable law, including purchases or subsequent exchanges to
achieve 98% ownership and complete a statutory squeeze out as an
alternative to effecting a squeeze-out through a forward
merger.
As previously announced, UBS Group AG expects to initiate the
delisting of the UBS AG shares from the NYSE and SIX Swiss Exchange
as soon as practicable after consummation of the Exchange Offer. As
a result, we expect the market for UBS AG shares to be
significantly less liquid, and the value of UBS AG shares that
remain publicly held may be lower or fluctuate more widely
following completion of the Exchange Offer than was the case
previously.
Registered shares of UBS AGSwiss Security Number: 2489948
ISIN: CH0024899483 Ticker-Symbol: UBSN
Place and DateZurich, 16 December 2014
Offer ManagerUBS AG
Important Notice
The exchange offer described herein is addressed to the
shareholders of UBS AG (“UBS”) and only to persons to whom it may
be lawfully addressed. The exchange offer is made to the public in
Switzerland and the United States, as well as in certain member
states of the EEA (the “EEA Jurisdictions”). The making of the
exchange offer to specific persons who are residents, nationals or
citizens of jurisdictions outside Switzerland, the United States or
the EEA Jurisdictions, or to custodians, nominees or trustees of
such persons (the “Excluded Shareholders”) may be made only in
accordance with the laws of the relevant jurisdiction.
The exchange offer is not made, directly or indirectly, by mail
or by any means in or into any jurisdiction within which, under its
laws, rules and regulations, the submission, the making or the
presentation of the exchange offer or the mailing or distribution
of any of this announcement, the Swiss offer prospectus (which, in
the case of investors in the EEA should be treated as an
advertisement and not a prospectus for the purposes of the
Prospectus Directive (as defined below)), any EU prospectus
published in connection with the initial acceptance period or
additional acceptance period of the exchange offer, a declaration
of acceptance and any other document or material relevant thereto
(together, the “Exchange Offer Documents”) is illegal or
contravenes any applicable legislation, rule or regulation
(together, the “Excluded Territories”). Accordingly, copies of any
Exchange Offer Document will not be, and must not be, directly or
indirectly, mailed, distributed or otherwise sent to anyone or from
anyone in or into or from any Excluded Territory.
No person receiving a copy of any Exchange Offer Document in any
jurisdiction outside Switzerland or the EEA Jurisdictions (or any
documents relating to the U.S. exchange offer other than in the
United States) may treat any such document as if it constituted a
solicitation or offer to such person and under no circumstances may
such person use any Exchange Offer Document if, in the relevant
jurisdiction, such solicitation or offer may not be lawfully made
to such person or if such Exchange Offer Document may not be
lawfully used without breaching any legal requirements. In those
instances, any such Exchange Offer Document is sent for information
purposes only. Separate documentation related to the exchange offer
has been made available in the United States. No offering of
securities shall be made in the United States except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
It is the responsibility of the Excluded Shareholders wishing to
accept the exchange offer to inform themselves of and ensure
compliance with the laws of their respective jurisdictions in
relation to the exchange offer. If you are an Excluded Shareholder
and have any doubts as to your status, you should consult with your
professional advisor in the relevant jurisdiction.
UBS Group AG (“UBS Group”) has filed with the U.S. Securities
and Exchange Commission (the “SEC”) a registration statement on
Form F-4, which includes an offer to exchange/prospectus. UBS has
filed a related solicitation/recommendation statement on Schedule
14D-9 with the SEC. This document is not a substitute for the
registration statement, offer to exchange/prospectus or any other
offering materials or other documents that UBS and UBS Group have
filed or will file with the SEC or have sent or will send to
shareholders. INVESTORS ARE URGED TO READ ANY DOCUMENTS REGARDING
THE TRANSACTION FILED OR TO BE FILED WITH THE SEC IF AND WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain a copy of such filings, without
charge, at the SEC’s website (http://www.sec.gov) once such
documents are filed with the SEC. Copies of such documents may also
be obtained from UBS, without charge, once they are filed with the
SEC.
The public offering of shares of UBS Group during the additional
acceptance period is a separate offer to the exchange offer
described in the EU prospectus published in connection with the
initial acceptance period. UBS Group intends to prepare and publish
a separate EU AAP Prospectus in due course for approval by the
Central Bank of Ireland to be published in connection with the
public offering of shares of UBS Group in the additional acceptance
period in Ireland, and once passported, in Austria, France,
Germany, Liechtenstein, Luxembourg, the Netherlands, Spain and the
United Kingdom.
In relation to each Member State of the EEA which has
implemented the Prospectus Directive (each, a “Relevant Member
State”), an offer to the public of any UBS Group shares (including
by means of a resale or other transfer) may not be made in that
Relevant Member State, other than the offering of UBS Group shares
in the additional acceptance period pursuant to the EU AAP
Prospectus in Ireland, Austria, France, Germany, Liechtenstein,
Luxembourg, the Netherlands, Spain and the United Kingdom
contemplated in the EU AAP Prospectus (from the time such
prospectus has been approved by the Central Bank of Ireland, in its
capacity as the competent authority in Ireland, and published in
accordance with the Prospectus Directive as implemented in Ireland
and in the case of Austria, France, Germany, Liechtenstein,
Luxembourg, the Netherlands, Spain and the United Kingdom,
passported), except that an offer to the public in that Relevant
Member State of the UBS Group shares may be made at any time under
the following exemptions under the Prospectus Directive, if and as
they have been implemented in that Relevant Member State:
- to legal entities which are qualified
investors as defined in the Prospectus Directive;
- to fewer than 100, or, if the Relevant
Member State has implemented the relevant provisions of the 2010 PD
Amending Directive, 150, natural or legal persons (other than
qualified investors as defined in the Prospectus Directive), as
permitted under the Prospectus Directive; or
- in any other circumstances falling
within Article 3(2) of the Prospectus Directive, provided that
no such offer of UBS Group shares shall result in a requirement for
UBS Group to publish a prospectus pursuant to Article 3 of the
Prospectus Directive.
For the purposes of the provisions above, the expression an
“offer to the public” in relation to any UBS Group shares in any
Relevant Member State means the communication in any form and by
any means of sufficient information on the terms of the exchange
offer to be made in the additional acceptance period pursuant to
the EU AAP Prospectus and the UBS Group shares to be offered so as
to enable an investor to decide to accept the exchange offer, as
the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State, the
expression “Prospectus Directive” means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to
the extent implemented in the Relevant Member State), and includes
any relevant implementing measure in each Relevant Member State and
the expression “2010 PD Amending Directive” means Directive
2010/73/EU.
No action has been taken in Belgium to permit a public exchange
offer of the UBS shares or the UBS Group shares in accordance with
the Belgian act of 16 June 2006 on the public offer of securities
and admission of securities to trading on a regulated market
(“Belgian Prospectus Act”) and the Belgian Act of 1 April 2007 on
public takeover bids (“Belgian Takeover Bid Act”) and no UBS Group
shares may be offered or sold to persons in Belgium unless either
such persons are qualified investors within the meaning of Article
10 of the Belgian Prospectus Act or one or more other exemptions
available under Article 3 of the Belgian Prospectus Act or under
Article 6, § 3 of the Belgian Takeover Bid Act apply.
The issue and distribution of this document is restricted by law
and has not been approved by the Danish Financial Supervisory
Authority. This document is being distributed and communicated to
persons in Denmark only in circumstances where such distribution
will not conflict with the provisions of the Danish Securities
Trading Act and executive orders issued pursuant thereto as amended
from time to time.
The securities described herein are not being offered or sold to
any person in Denmark except in circumstances which will not result
in an offer of securities to the public in Denmark within the
meaning of Chapter 6 or 12 of the Danish Securities Trading Act and
pursuant to an exemption from the obligation to publish a
prospectus set out in the Danish Prospectus Executive Orders.
This document has not been produced in accordance with the
prospectus requirements laid down in the Norwegian Securities
Trading Act 2007. This document has not been approved or
disapproved by, or registered with, the Oslo Stock Exchange, the
Norwegian FSA (finanstilsynet) nor the Norwegian Registry of
Business Enterprises. The securities described herein have not been
and will not be offered or sold to the public in Norway, and no
offering or marketing materials relating to the interests may be
made available or distributed in any way that would constitute,
directly or indirectly, an offer to the public in Norway. This
document is for the recipient only and may not in any way be
forwarded to any other person or to the public in Norway.
Cautionary Statement Regarding Forward-Looking
Statements
This document contains statements that constitute
“forward-looking statements”, including but not limited to
management’s outlook for UBS’s financial performance and statements
relating to the anticipated effect of transactions and strategic
initiatives on UBS’s business and future development. While these
forward-looking statements represent UBS’s judgments and
expectations concerning the matters described, a number of risks,
uncertainties and other important factors could cause actual
developments and results to differ materially from UBS’s
expectations. These factors include, but are not limited to: (i)
the degree to which UBS is successful in executing its announced
strategic plans, including its efficiency initiatives and its
planned further reduction in its Basel III risk-weighted assets
(RWA) and leverage ratio denominator (LRD); (ii) developments in
the markets in which UBS operates or to which it is exposed,
including movements in securities prices or liquidity, credit
spreads, currency exchange rates and interest rates and the effect
of economic conditions and market developments on the financial
position or creditworthiness of UBS’s clients and counterparties;
(iii) changes in the availability of capital and funding, including
any changes in UBS’s credit spreads and ratings, or arising from
requirements for bail-in debt or loss-absorbing capital; (iv)
changes in or the implementation of financial legislation and
regulation in Switzerland, the US, the UK and other financial
centers that may impose more stringent capital (including leverage
ratio), liquidity and funding requirements, incremental tax
requirements, additional levies, limitations on permitted
activities, constraints on remuneration or other measures; (v)
uncertainty as to when and to what degree the Swiss Financial
Market Supervisory Authority (FINMA) will approve reductions to the
incremental RWA resulting from the supplemental operational
risk-capital analysis mutually agreed to by UBS and FINMA, or will
approve a limited reduction of capital requirements due to measures
to reduce resolvability risk; (vi) the degree to which UBS is
successful in executing the announced creation of a new Swiss
banking subsidiary, a holding company for the UBS group (including
the pending exchange offer to exchange shares of UBS AG for shares
of such holding company), a US intermediate holding company,
changes in the operating model of UBS Limited and other changes
which UBS may make in its legal entity structure and operating
model, including the possible consequences of such changes, and the
potential need to make other changes to the legal structure or
booking model of the UBS group in response to legal and regulatory
requirements, including capital requirements, resolvability
requirements and proposals in Switzerland and other countries for
mandatory structural reform of banks; (vii) changes in UBS’s
competitive position, including whether differences in regulatory
capital and other requirements among the major financial centers
will adversely affect UBS’s ability to compete in certain lines of
business; (viii) the liability to which UBS may be exposed, or
possible constraints or sanctions that regulatory authorities might
impose on it, due to litigation, contractual claims and regulatory
investigations; (ix) the effects on UBS’s cross-border banking
business of tax or regulatory developments and of possible changes
in UBS’s policies and practices relating to this business; (x)
UBS’s ability to retain and attract the employees necessary to
generate revenues and to manage, support and control its
businesses, which may be affected by competitive factors including
differences in compensation practices; (xi) changes in accounting
or tax standards or policies, and determinations or interpretations
affecting the recognition of gain or loss, the valuation of
goodwill, the recognition of deferred tax assets and other matters;
(xii) limitations on the effectiveness of UBS’s internal processes
for risk management, risk control, measurement and modeling, and of
financial models generally; (xiii) whether UBS will be successful
in keeping pace with competitors in updating its technology,
particularly in trading businesses; (xiv) the occurrence of
operational failures, such as fraud, unauthorized trading and
systems failures; and (xv) the effect that these or other factors
or unanticipated events may have on our reputation and the
additional consequences that this may have on our business and
performance. The sequence in which the factors above are presented
is not indicative of their likelihood of occurrence or the
potential magnitude of their consequences. Our business and
financial performance could be affected by other factors identified
in our past and future filings and reports, including those filed
with the SEC. More detailed information about those factors is set
forth in documents furnished by UBS and filings made by UBS with
the SEC, including UBS’s Annual Report on Form 20-F for the year
ended 31 December 2013, updated information prepared in connection
with the exchange offer included in UBS’s Report on Form 6-K filed
with the SEC on 29 September 2014 and UBS’s Third Quarter 2014
Report on Form 6-K filed with the SEC on 28 October 2014. Neither
UBS Group nor UBS is under any obligation to (and expressly
disclaims any obligation to) update or alter any forward-looking
statements set out in this document, whether as a result of new
information, future events, or otherwise.
UBS Group AG and UBS AGInvestor contactSwitzerland:
+41-44-234 41 00orMedia contactSwitzerland: +41-44-234 85 00UK:
+44-207-567 47 14Americas: +1-212-882 58 57APAC: +852-297-1 82
00www.ubs.com
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