DGAP-Adhoc: Raiffeisen Bank International AG: RBI resolves

Raiffeisen Bank International AG / Key word(s): Capital Increase/Miscellaneous 21.01.2014 17:52 Dissemination of an Ad hoc announcement, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA AND JAPAN. Vienna, 21 January 2014. As announced in its ad-hoc release dated on 8 January 2014, Raiffeisen Bank International AG (RBI) intends to strengthen its capital base through a capital increase. The Management Board, with the approval of the Supervisory Board, has now resolved to undertake a capital increase of up to 97,473,914 new shares (the 'New Shares'). The capital increase will consist of an offering of the New Shares to selected qualified institutional investors by way of an accelerated bookbuilding (the 'Pre-Placement'), followed by a rights offering to existing shareholders of RBI (the 'Rights Offering'). The Pre-Placement is to start immediately and, subject to early termination, is expected to last until 22 January 2014. The subscription period for the Rights Offering is expected to start on 24 January 2014 and end on 7 February 2014. The subscription price for New Shares in the Rights Offering will be the same as the offer price determined for the Pre-Placement, which will be based on a bookbuilding process for all New Shares. The final number of New Shares, and the subscription ratio, will be determined at the time of pricing of the Pre-Placement. Raiffeisen Zentralbank Ã?sterreich AG (RZB) agreed to waive all of its subscription rights and committed to participate in the Pre-Placement, subject to clawback as described below, with a EUR 750 million order. RBI intends to fully allocate the order. Allocations of New Shares in the Pre-Placement to RZB, and institutional investors, will be subject to a maximum clawback of 21.3 per cent. Due to the clawback, the number of New Shares allotted can be reduced in the event of subscription rights being exercised during the subscription period by those shareholders who have not previously waived their subscription rights. Assuming the placement of all 97,473,914 New Shares in the capital increase, and based on the latest available share price from 20 January 2014 of EUR 30.50, RBI would reach a fully phased-in Basel III CET 1 ratio of approximately 9.9 per cent (pro forma as of 30 September 2013, including interim profit less pro rata dividends on share and participation capital). Subject to approval from the regulatory authorities and supervisory board, RBI plans to use the net proceeds to completely or partly redeem the participation capital (beginning with the tranche held by the Republic of Austria) after completion of the offering. RBI plans to redeem any remaining portion of the participation capital within the course of 2014. The first day of trading on the Vienna Stock Exchange of the New Shares of the Pre-Placement, that are not subject to clawback, is expected to be 27 January 2014. The first day of trading of the New Shares for which subscription rights are exercised, and for New Shares allocated in the Pre-Placement subject to clawback, is expected to be 11 February 2014. The New Shares will have full dividend entitlement as of 1 January 2013. The prospectus for the capital increase will be available, inter alia, on RBI's webpage at http://investor.rbinternational.com. Deutsche Bank, Raiffeisen Centrobank and UBS are acting as joint global coordinators and joint bookrunners, and Barclays, BNP Paribas, Commerzbank, ING, and Intesa are acting as co-lead managers for the offering of the New Shares. For more information, please contact: Susanne Langer Head of Group Investor Relations Raiffeisen Bank International AG Am Stadtpark 9 1030 Vienna, Austria ir@rbinternational.com phone +43-1-71 707-2089 www.rbinternational.com This document does not constitute an offer of securities, nor a solicitation for an offer of securities nor marketing or sales activity for such securities in countries where such an offer or solicitation for an offer is subject to legal restrictions. This document must not be used for such an offer or such marketing activities. Under http://investor.rbinternational.com, a prospectus has been published in accordance with the Austrian Capital Market Act ('Kapitalmarktgesetz'). This document is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). This document does not constitute or form a part of any offer or solicitation to purchase securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, (the 'Securities Act') and may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States. This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as 'relevant persons'). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. 21.01.2014 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Raiffeisen Bank International AG Am Stadtpark 9 A-1030 Vienna Austria Phone: +43-1-71707-2089 Fax: +43-1-71707-2138 E-mail: ir@rbinternational.com Internet: www.rbinternational.com ISIN: AT0000606306 WKN: A0D9SU Listed: Wien (Amtlicher Handel / Official Market) End of Announcement DGAP News-Service ---------------------------------------------------------------------------