“UniCredit Bank AG (HypoVereinsbank)” intends to sell up to 7.091.550 shares in Wüstenrot & Württembergische AG in a private placement by means of an accelerated bookbuilding to institutional investors. UniCredit Bank AG agreed to a lock up with customary exceptions of 3 months with respect to any remaining interest in Wüstenrot & Württembergische AG.
The bookbuilding for the placement of the shares commences immediately. Berenberg acts as Sole Bookrunner.
This press release is not an offer for sale of any securities. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Seller has not registered and does not intend to register any portion of any offering in the United States or to conduct a public offering of any securities in the United States.
In the United Kingdom, this press release 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"). This press release 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”), this press release and 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 press release in any jurisdiction where action for that purpose is required. Persons into whose possession this press release comes are required to inform themselves about and to observe any such restrictions.
In connection with any offering of the shares of Wüstenrot & Württembergische AG (the “Shares”), Joh. Berenberg, Gossler & Co. KG (“Berenberg”) and any of its respective affiliates acting as an investor for its own account may take up as a proprietary position any Shares and in that capacity may retain, purchase or sell for its own account such Shares. In addition Berenberg or its affiliates may enter into financing arrangements and swaps with investors in connection with which Berenberg (or its affiliates) may from time to time acquire, hold or dispose of Shares. Berenberg does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
Berenberg is acting on behalf of UniCredit Bank AG and no one else in connection with any offering of the Shares and will not be responsible to any other person for providing the protections afforded to its clients nor for providing advice in relation to any offering of the Shares.