Investor releases

UBS publishes prospectus of its share-for-share exchange offer to establish a group holding company, UBS Group AG

Zurich/Basel Price Sensitive Information

  

Zurich/Basel, 29 September 2014 – UBS today announced the launch of a share-for-share exchange offer in order to establish a group holding company, UBS Group AG.

  • As previously announced, UBS Group AG is offering to acquire all shares of UBS AG in exchange for UBS Group AG shares on a one-to-one basis. UBS Group AG shares will carry the same voting and economic rights as the UBS AG shares. The UBS Board of Directors unanimously recommends acceptance of the offer
  • Following completion of the transaction, a supplementary capital return of at least CHF 0.25 per share is expected to be proposed to shareholders of UBS Group AG
  • The establishment of a holding company, along with other measures we have already announced or taken, is intended to substantially improve UBS's resolvability in response to evolving global “too-big-to-fail” requirements
  • The changes to UBS’s legal structure will not affect its strategy or how it serves its clients

The initial acceptance period of the exchange offer is expected to commence on 14 October 2014 and to end on 11 November 2014. The share-for-share exchange offer expires at the end of the day on 1 December 2014 (4:00 pm Zurich time for UBS shares held in Switzerland or elsewhere in the SIS settlement system, 5:00pm New York time for UBS shares held in the United States in DTC or directly with Computershare) unless the offer is extended. Closing of the offer is subject to customary conditions outlined in the prospectus.

Upon completion of the transaction, UBS Group AG (currently a wholly owned subsidiary of UBS AG) will become the holding company for UBS AG and its subsidiaries. UBS Group AG shares will be listed on the SIX Swiss Exchange (SIX) and the New York Stock Exchange (NYSE) while UBS AG shares are intended to be delisted in accordance with applicable listing rules. Following completion of the transaction and a subsequent squeeze-out process to obtain full ownership of UBS AG (through which the remaining shareholders of UBS AG will also receive UBS Group AG shares on a one-to-one basis), UBS expects to propose to shareholders of UBS Group AG a supplementary capital return of at least CHF 0.25 per share.

As announced previously, the establishment of a holding company is a significant step in a series of envisaged changes to UBS’s legal structure that are intended to substantially improve its resolvability in response to evolving industry-wide “too-big-to-fail” requirements. UBS anticipates that these measures will allow it to qualify for a capital rebate under the Swiss "too-big-to-fail" regime, which would result in lower overall capital requirements for the Group. After the setup of the holding company, further anticipated changes extending into 2016 include the establishment of a banking subsidiary in Switzerland (by mid-2015) and a US Intermediate Holding Company (by mid-2016). The changes to UBS’s legal structure will not affect its strategy or how it serves its clients.

Offer documents

Due to applicable laws and regulations, separate offer documents have been prepared for Switzerland, the EU and the US. Terms and conditions of the offer are the same in all material respects in all applicable jurisdictions. For UBS AG shareholders in Switzerland and certain other jurisdictions (other than the United States, Canada and certain member states of the European Union), the full details of the applicable terms and conditions are described in the Swiss offer prospectus published today. UBS shareholders in the United States are encouraged to consult UBS Group AG’s registration statement expected to be filed later today with the SEC. The offer documents in respect of the offer in certain countries of the EU and Canada are expected to be published on or around 30 September 2014. The documents will be made available at www.ubs.com/exchangeoffer.

Disclosure updates

The offer documents contain updated or additional disclosures required in connection with the exchange offer or to update existing disclosure. These include updates to risk factors affecting the Group, updated disclosure regarding litigation, regulatory and similar matters, and capitalization and indebtedness information. We have updated the capitalization and indebtedness information as of 31 August 2014. It shows retained earnings of CHF 27,053 million and equity attributable to UBS shareholders of CHF 50,842 million. Additional detail on the above, as well as detailed information on the exchange offers and UBS Group AG can be found in the offer documents described above.

Indicative timeline

29 September 2014

Publication of Swiss offer prospectus

29 September 2014

Publication of US offer to exchange prospectus for the offer 

30 September 2014

Publication of EU offer prospectus

14 October 2014

Start of initial acceptance period of the offer;
opening of separate trading line on SIX for tendered UBS AG shares held in the SIS settlement system

11 November 2014

End of initial acceptance period of the offer (4:00 pm CET)*

12 November 2014

Publication of preliminary interim results of the offer (via media release)*

17 November 2014

Publication of definitive interim results of the offer (via media release and print media)* 

17 November 2014

Start of additional acceptance period of the offer*

19 November 2014

First settlement: delivery of the new UBS Group AG shares for the UBS AG shares tendered during the initial acceptance period*

19 November 2014

Listing and first trading day of UBS Group AG shares on SIX and NYSE, and replacement of UBS AG with UBS Group AG in the SPI and SMI*

1 December 2014

End of additional acceptance period of the offer (4:00 pm CET)*; close of separate trading line on SIX for tendered UBS AG shares held in the SIS settlement system*

2 December 2014

Publication of preliminary final results of the offer (via media release)*

5 December 2014

Publication of definitive final results of the offer (via media release and print media)*

9 December 2014

Second settlement: delivery of the new UBS Group AG shares for the UBS AG shares tendered during the additional acceptance period*

UBS AG

 

Investor contact
Switzerland: +41-44-234 41 00

Media contact
Switzerland: +41-44-234 85 00
UK: +44-207-567 47 14
Americas: +1-212-882 58 57
APAC: +852-297-1 82 00

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,