Statement re EGM
ABB Ltd
20 November 2003
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG
ABB shareholders to decide on share capital increase on improved terms to raise
about US$ 2.5 billion
Zurich, Switzerland, November 20, 2003 - At an extraordinary general meeting of
ABB shareholders in Zurich, the shareholders in the leading power and automation
technology group will today vote on a proposed share capital increase expected
to raise about US$ 2.5 billion.
The Board of Directors of ABB is seeking approval for the share capital
increase, which is the key part of a financing program to strengthen the group's
balance sheet and create a solid platform to secure its future business success.
ABB is proposing to issue 840 million new shares (7 new shares for 10 existing
shares), at an offer price of CHF 4 per share. For shares registered with the
VPC clearing system in Sweden, the offer price, to be announced later today,
will be denominated in Swedish kronor.
If approved, existing shareholders will be allocated rights to purchase the new
shares at the offer price of CHF 4. This represents an approximately 50 percent
discount to the closing share price of CHF 8.03 on November 19, 2003 and
provides for an amount equivalent to about US$ 2.5 billion.
The re-pricing of the new shares from CHF 3.40, as originally communicated on
October 28, 2003, reflects the positive market reaction to ABB's
capital-strengthening program announced on that date and the improved
performance of ABB's shares since then.
The proposed share issue has been fully underwritten, subject to customary
closing conditions, at the offer price by a group of banks, led by Citigroup,
Credit Suisse First Boston, Deutsche Bank AG and SEB/Enskilda Securities.
If shareholders approve the share capital increase, shares held at the close of
trading through the SIS clearing system in Switzerland on November 20, 2003 and
through the VPC clearing system in Sweden on November 25, 2003 will be allocated
rights, and the shares will trade ex-rights starting on November 21, 2003. The
rights are expected to be eligible for trading on virt-x and the Stockholm
Exchange from November 21, 2003 through December 8, 2003. The subscription
period, during which rights could be exercised to acquire new shares, would be
expected to start on November 26, 2003 and end at 12:00 Central European Time on
December 9, 2003. Trading in the new shares is expected to begin on December 10,
2003.
ABB (www.abb.com) is a leader in power and automation technologies that enable
utility and industry customers to improve performance while lowering
environmental impact. The ABB Group of companies operates in around 100
countries and employs about 120,000 people.
Some of the information contained in this press release contains forward-looking
statements. Readers are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
that actual results may differ materially from those in the forward-looking
statements as a result of various factors. ABB undertakes no obligation to
publicly update or revise any forward-looking statements.
The information contained herein is not for publication or distribution into the
United States. The material set forth herein is for informational purposes only
and is not intended, and should not be construed, as an offer of securities for
sale in the United States. The securities described herein have not been and
will not be registered under the U.S. Securities Act of 1933, as amended (the '
Securities Act') laws of any state, and may not be offered or sold within the
United States, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable
state laws. There is no intention to register any portion of the offering
described herein in the United States or to conduct a public offering of
securities in the United States.
The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein, in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any jurisdiction.
Copies of this press release are not being, and must not be, mailed, or
otherwise forwarded, distributed or sent in, into or from the United States,
Canada, Japan, Australia, South Africa, Hong Kong or any other jurisdiction in
which such mailing would be illegal, or to publications with a general
circulation in those jurisdictions, and persons receiving this press release
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in, into or from the United States, Canada,
Japan, Australia, South Africa, Hong Kong or any other jurisdiction in which
such mailing would be illegal, or to publications with a general circulation in
those jurisdictions.
This press release does not constitute an offer of rights or shares for sale or
a solicitation of an offer to purchase rights or shares in Germany and is for
information purposes only. Readers of this press release are requested to inform
themselves about and to observe any such restrictions. No public offering of
rights or shares is being conducted in Germany. Any offer or sale of rights or
shares in Germany may only be made in compliance with the German Securities
Prospectus Act (Wertpapier-Verkaufsprospektgesetz). No sales prospectus
(Verkaufsprospekt) under the German Securities Sales Prospectus Act has been, or
will be, published with respect to the rights or shares.
Stabilization/FSA
Investor Relations:
Switzerland: Tel. +41 43 317 3804
Sweden: Tel. +46 21 325 719
USA: Tel. + 1 203 750 7743
investor.relations@ch.Phoenix.com
This information is provided by RNS
The company news service from the London Stock Exchange