Ad hoc releases

UBS sees strong support for its share-for-share exchange offer – reduces minimum acceptance condition and extends initial acceptance period

Zurich/Basel Price Sensitive Information

  

UBS and UBS Group announced today that based on a preliminary count, a total of 86.55% of UBS shares have been tendered into UBS Group AG’s share-for-share exchange offer. UBS Group AG has reduced the minimum acceptance condition to 66.67% and has extended the initial acceptance period of its share-for-share exchange offer to 20 November 2014.

Zurich/Basel, 12 November 2014 – On 29 September 2014, UBS Group AG, a wholly owned subsidiary of UBS, launched an exchange offer for all issued UBS shares and on 14 October 2014 the initial acceptance period started. Based on a preliminary count, a total of 3'327'585'789 UBS shares have been validly tendered into and not withdrawn from the exchange offer by the scheduled expiration time of the initial acceptance period on 11 November 2014. This represents 86.55% of the share capital and voting rights of UBS, calculated on the basis of a total of 3'844'510'827 issued UBS shares as of 11 November 2014.

Based on this preliminary count, UBS Group has reduced the minimum percentage of UBS shares that must be submitted for exchange (and not withdrawn) before the expiry of the initial acceptance period of the exchange offer from 90% to 66.67%. UBS Group is thus extending the initial acceptance period of the exchange offer in accordance with applicable requirements. The initial acceptance period (including withdrawal rights) will remain open until 20 November 2014, unless further extended.

The SIX Swiss Exchange has approved the listing and admission to trading of the UBS Group AG shares and the New York Stock Exchange has approved the listing of the UBS Group AG shares, subject to formal notice of issuance. Relevant authorities have granted most of the approvals, clearances or declarations of no objection that UBS Group AG has determined are required to complete the exchange offer, and UBS Group AG expects that it will obtain (or waive) remaining approvals during the extension period.

As previously announced, UBS expects to initiate the delisting of UBS shares from the SIX Swiss Exchange and the New York Stock Exchange as soon as practicable following completion of the exchange offer. Upon completion of the exchange offer, the market for UBS shares is expected to be significantly less liquid, and the value of UBS shares remaining publicly held may be lower or fluctuate more widely following completion of the exchange offer than previously.

Indicative timeline

The new indicative timeline for the exchange offer is as follows: 

20 November 2014

Swiss tender deadline (4 p.m., Swiss time)*

20 November 2014

U.S. tender deadline (5 p.m., New York City time)*

21 November 2014

Expected announcement of preliminary interim results of the exchange offer*

26 November 2014

Expected announcement of definitive interim results of the exchange offer*

26 November 2014

Start of additional acceptance period of the exchange offer*

28 November 2014

Expected settlement date for UBS shares tendered during the initial acceptance period*

28 November 2014

UBS Group AG shares to be issued in the exchange offer expected to begin trading on the SIX and the NYSE*

10 December 2014

End of additional acceptance period of the offer (5 p.m., New York City time with Swiss tender deadline at 4 p.m., Swiss time); close of separate trading line on SIX for tendered UBS shares held in the SIS settlement system*

11 December 2014

Expected announcement of preliminary final results of the exchange offer*

16 December 2014

Expected announcement of definitive final results of the exchange offer*

18 December 2014

Expected settlement date for UBS shares tendered during the additional acceptance period*

UBS AG and UBS Group AG


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www.ubs.com

  • to legal entities which are qualified investors as defined in the Prospectus Directive;
  • to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive; or
  • in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of UBS Group shares shall result in a requirement for UBS Group to publish a prospectus pursuant to Article 3 of the Prospectus Directive.