Statement re post 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 approve share capital increase to raise about US$ 2.5 billion
Zurich, Switzerland, November 20, 2003 - ABB shareholders today approved a share
capital increase expected to raise about US$ 2.5 billion, at an extraordinary
general meeting of the leading power and automation technology group held in
Zurich.
'The decision marks an important step for ABB along the road to sustainable and
profitable growth,' said Jurgen Dormann, ABB chairman and CEO. 'The equity
increase will strengthen the group's balance sheet and create a solid platform
to secure our future business success.'
A total of 1,241 shareholders attended the extraordinary general meeting,
representing 48.7 percent of the share capital entitled to vote. Holders of
about 99 percent of the shares represented at the meeting voted in favor of the
plan.
The share capital increase is the key part of a three-pillar
capital-strengthening program announced by ABB on October 28, 2003. Under the
program, ABB has already signed a three-year US$ 1 billion credit facility
agreement with a group of banks, and yesterday successfully sold EUR 650 million
bonds.
ABB now plans to issue and list 840 million new shares, at an offer price of CHF
4 per share on the SWX, Stockholm, London and Frankfurt stock exchanges. 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 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.
Existing shareholders will be allocated rights to purchase the new shares. The
record date for shares held through the SIS clearing system in Switzerland is
November 20, 2003 and the record date for shares held through the VPC clearing
system in Sweden is November 25, 2003. The shares will trade ex-rights starting
on November 21, 2003.
The subscription ratio for the offering has been set at 7 for 10 (7:10), meaning
that 7 new shares can be acquired for every 10 rights held. 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 can be exercised to acquire new shares, is 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 then expected to begin on December 10, 2003.
The offer price for shares held through the VPC clearing system in Sweden is SEK
24.50, which is a preliminary price that includes an amount to cover currency
fluctuations. The final SEK offer price is expected to be announced on or about
December 11, 2003. Any excess payment will be refunded.
Shareholders eligible to participate in the offering will receive written
notification of their rights allocation. Shareholders whose shares are held
through the SIS clearing system in Switzerland will be contacted by their
depositary bank after November 20, 2003. Shareholders whose shares are held
through the VPC clearing system in Sweden will be notified after November 25,
2003. Shareholders whose shares are held directly with ABB Ltd will be contacted
by ABB Ltd's share register after November 20, 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'), or the 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
Media Relations: Investor Relations:
ABB Corporate Communications, Zurich Switzerland: Tel. +41 43 317 3804
Thomas Schmidt, Wolfram Eberhardt Sweden: Tel. +46 21 325 719
Tel: +41 43 317 6568 USA: Tel. +1 203 750 7743
Fax: +41 43 317 6494 investor.relations@ch.abb.com
media.relations@ch.abb.com
This information is provided by RNS
The company news service from the London Stock Exchange