ZURICH & BASEL, Switzerland--(BUSINESS WIRE)--Regulatory News:
Following the successful completion of the 2014 exchange offer by UBS Group AG to acquire all issued shares of UBS AG, UBS Group AG filed a request with the Commercial Court of the Canton of Zurich on 9 March 2015 for a procedure under article 33 of the Swiss Stock Exchange Act (the "SESTA Procedure"), pursuant to which all UBS AG shares that remain publicly held will be cancelled and UBS Group AG shares will be delivered as compensation.
The Commercial Court of the Canton of Zurich has now declared UBS AG shares of the remaining minority shareholders to be invalid. As a result holders of UBS AG shares will be compensated through the delivery of UBS Group AG shares on a share-for-share basis in accordance with the exchange ratio of the 2014 exchange offer. In order to source these shares and to exchange UBS AG shares acquired through private exchanges on a one-to-one basis outside the United States prior to the court decision, new UBS Group AG shares (88,825,456 shares, nominal value of CHF 0.10 each) will be issued from the creation of new registered shares out of authorised share capital and the remainder of the shares will be sourced from existing treasury shares. The total issued share capital of UBS Group AG post capital increase will consist of 3,844,779,030 shares, nominal value of CHF 0.10 each. Upon effectiveness of cancellation of the UBS AG shares of the remaining minority shareholders until delisting, the UBS AG shares traded on SIX Swiss Exchange represent a right to receive such compensation.
UBS expects the last trading day of UBS AG shares on SIX Swiss Exchange to be 27 August 2015, after which the shares will be delisted from the SIX Swiss Exchange. The settlement and delivery of UBS Group AG shares as compensation to remaining UBS AG shareholders is scheduled to take place on or around 1 September 2015.
Once the decision of the Commercial Court of the Canton of Zurich becomes legally effective, UBS Group AG will hold 100% of the UBS AG shares.
Subject to the legal effectiveness of the court decision, the Board of Directors of UBS Group AG plans to distribute the supplementary dividend of CHF 0.25 per share, as approved by the 2015 Annual General Meeting on 7 May 2015, to UBS Group AG shareholders on 22 September 2015. The ex-dividend date for this supplementary dividend, meaning the date from which the UBS Group AG shares will be traded without the right to receive the supplementary dividend, is expected to be 18 September 2015. The record date is expected to be 21 September 2015. Every shareholder holding UBS Group AG shares at this date is entitled to receive the supplementary dividend on the UBS Group AG shares. The supplementary dividend will be paid out of capital contribution reserves. For US federal income tax purposes, UBS expects the dividend will be paid from current or accumulated earnings and profits.
UBS Group AG and UBS AG