UBS Group AG and UBS AG today announced the definitive interim results of the extended initial acceptance period of the share-for-share exchange offer and the start of the additional acceptance period.
All offer conditions were satisfied or waived as at the close of the initial acceptance period. Therefore, UBS Group AG has declared its share-for-share exchange offer unconditional. Today's announcement follows the release of the preliminary interim results on 21 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 extended initial acceptance period, comprised a total of 3,844,560,913 UBS AG shares. At the end of the extended initial acceptance period, 3,475,356,441 UBS AG shares, corresponding to 90.40% of the share capital and voting rights of UBS (calculated on the basis of a total of 3,844,560,913 issued UBS AG shares), had been tendered in the exchange offer.
At the close of the initial acceptance period, and based on a definitive count, the following UBS AG shares were validly tendered into and not withdrawn from the exchange offer: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
UBS AG shares tendered by UBS shareholders
90.18% (calculated based on the UBS AG shares held by UBS shareholders)
Total number of tendered UBS AG shares
90.40% of all issued UBS AG shares at the end of the extended initial acceptance period
As the number of UBS AG shares accepted exceeds 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.
Additional acceptance period
The additional acceptance period of 11 Swiss trading days for subsequent acceptance of the exchange offer runs from 26 November to 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 acceptance 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.
At the expiration of the extended initial acceptance period, 369,204,472 UBS AG shares remained non-tendered. Accordingly, UBS Group AG may issue up to the same number of UBS Group AG shares in connection with the additional acceptance period.