UBS AG announces final terms of cash or share dividend
May 22 2015 - 2:45PM
Business Wire
Regulatory News:
At their Annual General Meeting on 7 May 2015, shareholders of
UBS AG (NYSE:UBS)(SWX:UBSN) approved the distribution of a cash or
share (title) dividend ("COTD"). Accordingly, between 8 May 2015
and 21 May 2015, each UBS AG shareholder was able to elect to
receive either CHF 0.50 per share in cash or a number of new shares
to be determined so as to be of substantially equivalent value to
CHF 0.50 per share.
The final conversion factor under the COTD was 40.81 (number of
existing shares required for a shareholder of UBS AG to receive one
new share in UBS AG). This was based on the reference price of CHF
20.40 which corresponds to today's one-day VWAP (volume weighted
average price) of the UBS Group AG share on the SIX Swiss Exchange,
as published by Bloomberg. Share elections not corresponding to a
multiple of the conversion factor were rounded down, shareholders
affected by this rounding down will be compensated in cash
accordingly. UBS AG shareholders from whom no valid election was
made will receive CHF 0.50 per share in cash. Cash dividends will
be paid out of the capital contribution reserve.
UBS Group AG elected to receive shares for 560,999,997 (after
rounding down) of the existing UBS AG shares held by it and the
remainder in cash. It will therefore receive 13,746,698 new UBS AG
shares. Remaining UBS AG shareholders elected to receive shares for
4,115,873 existing shares (after rounding down). As a result, a
total of 13,847,553 new UBS AG shares will be issued out of
conditional capital under article 4a para. 3 of UBS AG's Articles
of Association. These new shares, together with a cash dividend of
CHF 1,639,722,522 in total, will be delivered to shareholders of
UBS AG on or around 27 May 2015. Further information on the COTD
can be found in the shareholder brochure
(www.ubs.com/COTD-info).
As announced on 10 March 2015, UBS Group AG has filed a request
for a procedure under article 33 of the Swiss Stock Exchange Act
(the "SESTA procedure") pursuant to which UBS Group AG seeks to
obtain 100% ownership of UBS AG. The aim of the COTD was to
reasonably ensure that UBS Group AG holds at least 98% of the
registered share capital in UBS AG, irrespective of the manner of
calculation, that are required to successfully complete the SESTA
procedure, pursuant to which the UBS AG shares of the remaining
minority shareholders will be automatically exchanged for UBS Group
AG shares. Following receipt of the new UBS AG shares, UBS Group AG
(directly or indirectly through UBS AG) will hold more than 98% of
the UBS AG share capital as currently registered in the commercial
register. UBS expects to successfully conclude the SESTA procedure
and delist the shares of UBS AG from the SIX Swiss Exchange in the
second half of 2015. After completion of the SESTA procedure, UBS
Group AG will hold 100% of UBS AG. Following completion of the
acquisition of all UBS AG shares, UBS Group AG intends to
distribute a one-time supplementary capital return of CHF 0.25 per
share to its shareholders, as approved (and subject to the
conditions set) by UBS Group AG shareholders at the Annual General
Meeting on 7 May 2015. The record and payment date of the one-time
supplementary capital return will be set by the Board of Directors
of UBS Group AG, and announced at a later date.
www.ubs.com
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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
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