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UBS Group AG and UBS AG announce preliminary final results of share-for-share exchange offer

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Zurich/Basel, 11 December 2014 – UBS Group AG and UBS AG announced today the preliminary final results of UBS Group AG's share-for-share exchange offer

The additional acceptance period of the exchange offer expired on 10 December 2014. Subject to any applicable local laws, regulations and restrictions, the exchange offer has been made for any and all issued UBS AG shares which, at the close of the additional acceptance period, comprised a total of 3,844,560,913 UBS AG shares.

At the close of the additional acceptance period, and based on a preliminary count, the following UBS AG shares were validly tendered into the exchange offer:

 

On the basis of the above preliminary count, upon settlement of the shares tendered during the additional acceptance period, UBS Group AG will own 3,707,805,845 UBS AG shares representing 96.44% of the share capital and voting rights of UBS AG, calculated on the basis of a total 3,844,560,913 UBS AG shares as of the close of the additional acceptance period. The definitive final results are expected to be published on 16 December 2014.

All UBS shares that were validly tendered in the additional acceptance period have been accepted for exchange in accordance with the terms of the exchange offer and applicable law.

Second settlement

It is expected that holders of UBS AG shares who accepted the exchange offer during the additional acceptance period will receive UBS Group AG shares on 18 December 2014.

Based on a preliminary count, the number of UBS AG shares tendered is less than the 98% required to complete a statutory squeeze out. UBS Group AG may use any method to acquire additional UBS AG shares permitted under applicable law, including purchases or subsequent exchanges to achieve 98% ownership and complete a statutory squeeze out as an alternative to effecting a squeeze-out through a forward merger.

As previously announced, UBS Group AG expects to initiate the delisting of UBS AG shares from the NYSE and SIX Swiss Exchange as soon as practicable after consummation of the exchange offer. As a result, we expect the market for UBS AG shares to be significantly less liquid, and the value of UBS AG shares that remain publicly held may be lower or fluctuate more widely following completion of the exchange offer than was the case previously.

UBS Group AG and UBS AG

 

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  • 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.