UBS announces successful completion of SESTA procedure and expected date of payment of supplementary dividend
August 19 2015 - 12:45AM
Business Wire
The Commercial Court of the Canton of Zurich has declared
invalid all shares of UBS AG held by the remaining minority
shareholders, in accordance with the request of UBS Group
AG.
All UBS AG shares that remain publicly held will be cancelled
and UBS Group AG shares will be delivered as compensation.
UBS AG expects its shares to be delisted from SIX Swiss
Exchange on 27 August 2015.
UBS Group AG plans to distribute the announced supplementary
dividend of CHF 0.25 per share to its shareholders of record on 21
September 2015 payable on 22 September 2015.
Regulatory News:(NYSE:UBS) (SWX:UBSN)
Following the successful completion of the 2014 exchange offer
by UBS Group AG to acquire all issued shares of UBS AG, UBS Group
AG filed a request with the Commercial Court of the Canton of
Zurich on 9 March 2015 for a procedure under article 33 of the
Swiss Stock Exchange Act (the "SESTA Procedure"), pursuant to which
all UBS AG shares that remain publicly held will be cancelled and
UBS Group AG shares will be delivered as compensation.
The Commercial Court of the Canton of Zurich has now declared
UBS AG shares of the remaining minority shareholders to be invalid.
As a result holders of UBS AG shares will be compensated through
the delivery of UBS Group AG shares on a share-for-share basis in
accordance with the exchange ratio of the 2014 exchange offer. In
order to source these shares and to exchange UBS AG shares acquired
through private exchanges on a one-to-one basis outside the United
States prior to the court decision, new UBS Group AG shares
(88,825,456 shares, nominal value of CHF 0.10 each) will be issued
from the creation of new registered shares out of authorised share
capital and the remainder of the shares will be sourced from
existing treasury shares. The total issued share capital of UBS
Group AG post capital increase will consist of 3,844,779,030
shares, nominal value of CHF 0.10 each. Upon effectiveness of
cancellation of the UBS AG shares of the remaining minority
shareholders until delisting, the UBS AG shares traded on SIX Swiss
Exchange represent a right to receive such compensation.
UBS expects the last trading day of UBS AG shares on SIX Swiss
Exchange to be 27 August 2015, after which the shares will be
delisted from the SIX Swiss Exchange. The settlement and delivery
of UBS Group AG shares as compensation to remaining UBS AG
shareholders is scheduled to take place on or around 1 September
2015.
Once the decision of the Commercial Court of the Canton of
Zurich becomes legally effective, UBS Group AG will hold 100% of
the UBS AG shares.
Subject to the legal effectiveness of the court decision, the
Board of Directors of UBS Group AG plans to distribute the
supplementary dividend of CHF 0.25 per share, as approved by the
2015 Annual General Meeting on 7 May 2015, to UBS Group AG
shareholders on 22 September 2015. The ex-dividend date for this
supplementary dividend, meaning the date from which the UBS Group
AG shares will be traded without the right to receive the
supplementary dividend, is expected to be 18 September 2015. The
record date is expected to be 21 September 2015. Every shareholder
holding UBS Group AG shares at this date is entitled to receive the
supplementary dividend on the UBS Group AG shares. The
supplementary dividend will be paid out of capital contribution
reserves. For US federal income tax purposes, UBS expects the
dividend will be paid from current or accumulated earnings and
profits.
UBS Group AG and UBS AG
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