CHSH Cerha Hempel Spiegelfeld Hlawati acted as sole legal adviser to Wienerberger AG in its capital increase. 33,579,075 new shares were successfully placed at a fixed subscription price of EUR 10 per share. The CHSH Banking & Corporate Finance Team led by Edith Hlawati structured the capital increase and prepared the prospectus. The team also put together the agreement regarding a new investor.
As part of Wienerberger AG’s capital increase, 33,579,075 new shares were offered at a fixed subscription price of EUR 10 per share. The shares were offered to private and institutional investors in Austria and abroad, whilst protecting the subscription rights of existing shareholders. The number of shares issued increased from approximately 83.9 million to approximately 117.5 million, and this increase in its share capital was achieved with a subscription ratio of 2:5 (two new shares per five existing shares). Gross proceeds from the issue amounted to approximately EUR 336 million. At present, its market capitalisation is approximately EUR 1.6 billion.
Challenging transaction structure
The capital increase was concluded at a fixed price and at a discount to the market price. This procedure, which is unusual in Austria, made allowances for the current market environment. Edith Hlawati, partner at CHSH, said: “This solution required a new legal approach and we are pleased we were able to conclude this transaction successfully in such a short period of time, despite the challenges posed by the structure of the transaction.”
CHSH provided comprehensive expertise to Wienerberger AG
During the course of this transaction, the Banking & Corporate Finance Team at CHSH, led by capital markets expert Edith Hlawati, and consisting of partners Volker Glas and Thomas Zivny, and associates Christian Aichinger and Irene Eckart, exclusively provided legal advice to Wienerberger AG. CHSH structured the capital increase, prepared and drew up the prospectus, oversaw the due diligence of Wienerberger’s subsidiaries, and put together the agreement regarding a new investor (LIA).