Not for release, publication or distribution in or into the United States, Canada, Australia or Japan or any other jurisdiction in which offers or sales would be prohibited by applicable laws.
Linz, Austria 14.11.2017. S&T AG (www.snt.at) successfully concluded the capital increase that it had announced for today. The increase featured the exclusion of subscription rights. As a result of the placement of the 5,761,743 new shares with institutional investors, the company's share capital, which had amounted to EUR 57,617,435, was increased to EUR 63,379,178. The price per bearer share came to EUR 15.30. The new shares were offered via an accelerated bookbuilding procedure to investors that were qualified to participate. This private placement was facilitated by Hauck & Aufhäuser Privatbankiers AG.
S&T AG's cash-based capital increase yielded gross proceeds of some EUR 88 million. The offer was oversubscribed several times. The funds accruing to S&T are to be used to complete the takeover of the former Kontron AG (assumption of minority interests in a subsidiary of S&T AG into which Kontron AG was merged in 2017), and, as well, to finance the further growth of the S&T Group.
This publication may not be published, distributed or transmitted, directly or indirectly, in the United States, Canada, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of S&T AG in the United States, Austria, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities referred to herein will not be or have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration requirements. The securities will not be registered under the Securities Act. There will be no public offer of the securities in the United States.
In the United Kingdom, any offer is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). Any offer is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a “Relevant Member State”), any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
On S&T AG
S&T AG (www.snt.at) heads a technology group that employs some 3,700 persons and that operates in more than 25 countries around the world. S&T AG is listed on the Frankfurt Stock Exchange (ISIN AT0000A0E9W5, WKN A0X9EJ, SANT). S&T forms part of the Exchange's TecDAX index of high techs. S&T is a leading supplier in Central and Eastern Europe of IT systems and of the services and solutions comprised in them. S&T's taking in 2016 of a stake in Kontron AG – one of the leaders on the world's market for embedded computers – has enhanced its portfolio of proprietary technologies used in the fields of appliances, cloud security, software and smart energy. This move has made S&T one of the leading suppliers on the international markets for Industry 4.0 and IoT (Internet of Things) technologies.