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EVN resolves on capital increase – transaction together with EnBW

Published: October 5, 2010; 14:31 · (Vindobona)

With the Supervisory Board’s approval, the Managing Board of EVN AG has resolved on a capital increase from authorized capital through the issuance of up to 16,352,582 new ordinary no-par value bearer shares.

EVN resolves on capital increase – transaction together with EnBW / Picture: © EVN

In addition to the New Shares, up to 40,884,326 EVN shares (incl. 4,088,432 Greenshoe shares) from the holdings of EnBW Energie Baden-Württemberg AG ("EnBW"), together up to 57,236,908 will be offered.

1. Capital increase of up to 16,352,582 new shares with a subscription ratio of 10:1
2. Offering of up to 40,884,326 EVN shares (incl. 4,088,432 Greenshoe shares) from the holdings of EnBW
3. Price range: From EUR 10.50 to EUR 13.50
4. Public offering to Austrian investors and private placement to international investors
5. Proceeds will be used to strengthen balance sheet by increasing issued equity and thereby supporting credit rating, as well as for investments in renewable energy projects in Lower Austria and the expansion of hydro power energy capacities in other regions of Austria and in neighbouring countries

This capital increase will increase the share capital of EVN AG from EUR 300,000,000 by up to 10% to up to EUR 330,000,000. The subscription ratio will be 10:1, which means the existing shareholders will be entiteld to subscribe for one new share for every ten outstanding shares held.

The price range has been set from EUR 10.50 to EUR 13.50. The subscription and offer period for the new shares and the EVN shares from the holdings of EnBW is expected to start on October 6, 2010 and end on October 20, 2010.

The new shares for which subscription rights are not exercised and the EVN shares from the holdings of EnBW will be offered by way of a public offering to retail and institutional investors in Austria and by way of private placements to institutional investors outside Austria.

The final subscription and offer price, the final number of new shares and the final number of the EVN shares from the holdings of EnBW will be determined in a bookbuilding procedure, will be fixed upon expiry of the subscription and offer period, which is expected to be October 20, 2010, and is expected to be announced on October 21, 2010.

Depending on the final offer and subscription price and assuming the sale of the maximum number of shares offered, the transaction volume may reach approximately EUR 687 million, whereby approximately EUR 196 million are allotted to the capital increase of EVN AG and approximately EUR 491 million to the offer of EVN shares (including Grenshoe shares) from the holdings of EnBW (based on a subscription and offer price of EUR 12.00, the mid-point of the subscription and offer price range).

The first trading day in the new shares on the Vienna Stock Exchange is expected to be October 22, 2010. The new shares carry full dividend rights from and including the fiscal year 2009/10.

The proceeds from the capital increase primarily benefits EVN Group’s balance sheet and thereby supporting EVN Group’s credit rating. In addition, the proceeds will be used to finance projects for the expansion of renewable energy capacities in Lower Austria in the form of further hydro power plants and wind parks as well as the expansion of hydro power capacities in other regions of Austria and in neighbouring countries.

The prospectus for the public offer in Austria is still subject to the approval by the Austrian Financial Market Authority. This approval is expected to take place today, October 5, 2010.

The majority shareholder NÖ Landes-Beteiligungsholding GmbH with a shareholding of currently 51% will fully exercise its subscription rights and subscribe 51% of the new shares.

Deutsche Bank Aktiengesellschaft, Raiffeisen Centrobank AG and Société Générale Corporate & Investment Banking are acting as Joint Bookrunners and Joint Lead Managers in the offering. Barclays Capital, Macquarie Capital (Europe) Limited and UniCredit are acting as Co-Lead Managers.