UBS Group AG and UBS AG today announced the successful conclusion of the initial acceptance period and the preliminary interim results of UBS Group AG's share-for-share exchange offer.
The initial acceptance period of the exchange offer, which, as announced on 12 November 2014, was extended, expired on 20 November 2014. Subject to any applicable local laws, regulations and restrictions, the exchange offer has been made for any and all issued UBS AG shares which, at the close of the initial acceptance period, comprised a total of 3,844,560,913 UBS AG shares.
At the close of the initial acceptance period, and based on a preliminary count, the following UBS AG shares were validly tendered into and not withdrawn from the exchange offer:
UBS AG shares
Treasury shares tendered by UBS AG
UBS AG shares tendered by UBS AG shareholders
90.18% (calculated based on the UBS AG shares held by UBS AG shareholders)
Total of tendered UBS AG shares
90.40% of all issued UBS AG shares at the end of the initial acceptance period
On the basis of the above preliminary count, upon settlement of the shares tendered during the initial acceptance period, UBS Group AG will own 3,475,356,441 UBS AG shares representing 90.40% of the share capital and voting rights of UBS AG, calculated on the basis of a total 3,844,560,913 UBS AG shares as of the close of the initial acceptance period. The definitive interim results are expected to be published on 26 November 2014.
All offer conditions have been satisfied or waived as at the close of the initial acceptance period. Therefore, UBS Group AG declares its public exchange offer unconditional. All UBS AG shares that were validly tendered and not withdrawn in the initial acceptance period have been accepted for exchange in accordance with the terms of the exchange offer and applicable law.
As the number of shares accepted is expected to exceed 90% of the outstanding shares of UBS AG, UBS Group AG will own sufficient shares to ensure that remaining UBS AG shares will be squeezed out, although this process may require an extended period of time.
It is expected that holders of UBS AG shares who accepted the exchange offer prior to the close of the initial acceptance period will receive UBS Group AG shares on or around 28 November 2014.
It is expected that trading in UBS Group AG shares will commence on the SIX Swiss Exchange (Ticker symbol: UBSG) and that “regular way” trading in UBS Group AG shares will commence on the NYSE (Ticker symbol: UBS) when markets open on 28 November 2014. UBS Group AG shares will begin trading today on the NYSE on a “when-issued” basis (Ticker symbol: “UBS.WI”).
Until UBS AG shares are delisted from the SIX, the remaining (non-tendered) UBS AG shares continue to be tradable on the SIX Swiss Exchange (ticker symbol: UBSN). Following the close of the initial acceptance period, if the remaining (non-tendered) UBS AG shares meet the NYSE’s continued listing criteria, the ticker symbol of these remaining (non-tendered) UBS AG shares will change from “UBS” to “OUBS” beginning 24 November 2014.
As previously announced, UBS Group AG expects to initiate the delisting of UBS AG shares from the SIX Swiss Exchange and the NYSE as soon as practicable after consummation of the exchange offer. Upon completion of the exchange offer, the market for UBS AG shares is expected to be significantly less liquid, and the value of UBS AG shares remaining publicly held may be lower or fluctuate more widely following completion of the exchange offer than previously.
Additional acceptance period
The additional acceptance period (or subsequent offer period) is expected to begin on 26 November and expire on 10 December 2014. During that period, holders of UBS AG shares will be permitted, subject to any applicable local laws, regulations and restrictions, to tender any remaining UBS AG shares. The additional acceptance period is not an extension of the initial acceptance period of the exchange offer and will not affect the timing of the acceptance and delivery of UBS AG shares that were previously tendered during the initial acceptance period and accepted for exchange. During the additional acceptance period, there will be no withdrawal rights either for UBS AG shares tendered for exchange in the initial acceptance period or, other than in limited circumstances prescribed under applicable law, for those tendered during the additional acceptance period.
UBS AG shares held in the SIS Settlement System that are validly tendered in the exchange offer during the additional offer period will be assigned new Swiss and international security numbers. They will be tradable on the SIX Swiss Exchange on a separate trading line (Swiss Security Number: 24.770.431; ISIN: CH0247704312). This separate trading line will allow tendering UBS AG shareholders to sell their UBS AG shares despite the fact that such UBS AG shares have already been tendered in the exchange offer.