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Ad hoc announcement

PORR AG: Pre-Placement of 2,164,138 new shares successfully concluded

PORR AG determines subscription and offer price of new shares at EUR 45


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.
 
PORR AG successfully concludes pre-placement of capital increase

  • A total of 2,164,138 new shares were placed in the pre-placement
  • The order book was more than 4 times subscribed at the subscription and offer price
  • PORR AG determines subscription and offer price of new shares at EUR 45
  • Gross proceeds of EUR 97.4 million raised in the pre-placement

Vienna, April 10, 2014. In the late evening of April 9, 2014, PORR AG ("PORR") successfully concluded its pre-placement of 2,164,138 new shares (ISIN AT0000A17548) which commenced earlier the same evening. All of the new shares offered in the pre-placement were placed with selected European institutional investors outside the United States of America at a price of EUR 45 per new share, thereby raising gross proceeds of EUR 97.4 million. Due to the strong demand the pre-placement has been closed ahead of schedule. The order book was more than 4 times subscribed at the subscription and offer price.
 
The subscription and offer price of EUR 45 per new share was determined by the Managing Board of PORR with the approval of the PORR Supervisory Board’s Capital Increase Committee and in consultation with the Joint Lead Managers. The new shares placed in the pre-placement will be delivered against payment of the subscription and offer price on or about April 15, 2014.
 
The pre-placement is the first part of the capital increase announced yesterday by PORR involving the issue of up to 2,645,000 new shares in the aggregate. The remaining up to 480,862 new shares can be subscribed by the existing PORR shareholders (Subscription Rights ISIN: AT0000A174R9) in the subscription and offer period, which will commence on or about April 14, 2014 and end on April 28, 2014 and – in relation to new shares not subscribed for – they will be offered to interested investors at the subscription and offer price of EUR 45 per new share. During the subscription and offer period the holders of PORR profit participation rights (ISIN AT0000609664) will have the opportunity to exercise their dilution protection rights (ISIN AT0000A174S7).
 
On the basis of the subscription and offer price, and assuming the issue of all 2,645,000 new shares in the course of the offering, PORR would receive net proceeds from this capital increase of around EUR 113.8 million.
 
Legal Notice/Disclaimer: This announcement does not constitute or form part of any prospectus or offer document or solicitation or invitation of any offer to exchange for or to buy any new shares or subscription rights; neither does it constitute a financial analysis or advice or recommendation on financial instruments. A public offering by PORR AG has not yet commenced. Any subscription orders currently received will be rejected. The Company’s prospectus approved by the Austrian Financial Market Authority and duly published, dated April 9 2014, including any amendments and supplements, is available in electronic form on the Company’s website (www.porr-group.com) and from PORR AG, Absberggasse 47, 1100 Vienna, Group Management department, free of charge during normal office hours. There will be no public offer outside of Austria.
 
In line with foreign securities laws, particularly the US Securities Act of 1933, as amended ("Securities Act"), new shares and subscription rights have not been registered and will not be registered with foreign securities authorities and in particular may not be offered or sold in the United States of America ("USA") without registration or an exemption from the registration requirements of the Securities Act. This announcement may not be disseminated in the USA and/or within the USA and may not be distributed or forwarded to publications that are widely available in the USA. There will be no public offer of the securities in the United States.
 
This announcement is only directed at (i) persons who are outside the United Kingdom, or (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities falling within article 49(2)(a) to (d) of the Order ("high net worth companies, unincorporated associations etc."; all such persons are referred to herein as "relevant persons"). Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available
only to relevant persons and will be engaged in only with relevant persons.
 
Contact:
Christian B. Maier, CFO
PORR AG
Tel: +43 (0) 50 626 1009
Alfred Gabler
Konzernfinanzmanagement
PORR AG
Tel: +43 (0) 50 626 1500

Ad-hoc announcement