Public repurchase offer at fixed price for up to 4'100'000 registered shares and up to 4'100'000 participation certificates
Schindler Holding Ltd. ("Schindler") launches a public repurchase offer for up to 5.8% of the registered shares and up to 8.9% of the participation certificates in issue at a fixed price (the "Fixed-Price Repurchase Offer") for the purpose of capital reduction. Thus, the Fixed-Price Repurchase Offer comprises up to 4 100 000 registered shares and up to 4 100 000 participation certificates. The offer price in the Fixed-Price Repurchase Offer amounts to CHF 129.00 per registered share and CHF 129.80 per participation certificate.
In the context of the repurchase program of up to 9.5% of the nominal capital via two separate trading lines on SIX Swiss Exchange commenced on 3 January 2013 (the “Existing Repurchase Program”), a shareholder that is a member of the Schindler and Bonnard families’ shareholder pool has offered to sell up to 2 366 697 registered shares to Schindler. Schindler intends to repurchase these shares as part of the Existing Repurchase Program.
In view of requirements by the Swiss Takeover Board, the Existing Repurchase Program will therefore be modified as described in the offer notice (see www.schindler.com, section Investor Relations), including among others regarding the following aspects:
The Existing Repurchase Program at market prices by way of two separate trading lines on SIX Swiss Exchange will be suspended from 18 October 2013 through 14 November 2013.
The Fixed-Price Repurchase Offer is open for acceptance from 1 November 2013 to 14 November 2013, 17:00 CET. In case the number of tendered registered shares or participation certificates exceeds the maximum number to be repurchased in the Fixed-Price Repurchase Offer, Schindler will scale back the tender declarations proportionally (pro rata).
Ordinary-course trading in Schindler registered shares (Swiss Security Number 2 463 821) and Schindler participation certificates (Swiss Security Number 2 463 819) on the regular trading line will not be suspended and will continue as usual. Thus, shareholders or holders of participation certificates wishing to sell can choose between selling registered shares or participation certificates during the offer period on the regular trading line to other market participants or tendering their shares or participation certificates to Schindler in the Fixed-Price Repurchase Offer.
For further details, please refer to the offer notice, which is available on the web site of Schindler at www.schindler.com, section Investor Relations. Schindler has mandated UBS AG for the execution of the Fixed-Price Repurchase Offer. Shareholders and holders of participation certificates are asked to contact their depository bank for information on how to proceed in case they wish to accept the Fixed-Price Repurchase Offer.
This announcement is neither an offer nor a solicitation to buy, sell or invest in any of the securities described herein, nor any other kind of recommendation. This announcement also does not constitute a prospectus within the meaning of Art. 652a or Art. 1156 of the Swiss Code of Obligations or of the listing rules of SIX Swiss Exchange.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy any of the foregoing securities, nor shall there be any offer, solicitation or sale in any country or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any country or jurisdiction.
This announcement and the information contained herein are not for distribution in or into the United States of America and must not be distributed to U.S. persons (as defined in Regulation S of the U.S. Securities Act of 1933, as amended ("Securities Act")) or to publications with a general circulation in the United States. The securities referred to herein have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.