Ad hoc: Wienerberger issues new bond

Wienerberger AG / Ad hoc: Wienerberger issues new bond processed and transmitted by Hugin AS. The issuer is solely responsible for the content of this announcement. 
 
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- Issue of new bond with 4¼-year term and expected coupon of 4.875%
(transaction volume up to ¤ 200 million)
 
- Parallel tender offer for the 2005 bond at 100% plus accrued interest
(transaction volume approx. ¤ 200 million)
 
- 2009 results confirmed at press conference, waiver of dividend for 2009
 
- Publication of first sustainability report
 
Vienna, March 24, 2010 - Wienerberger AG, the world's largest producer of bricks
and the number one in clay roof tiles in Europe, announced a tender offer for
the 2005 bond as well as the issue of a new bond (subject to the approval of the
prospectus by the responsible authorities) at today's press conference on
results for the 2009 financial year. Asked about the reasons for this step,
Chief Financial Officer Willy Van Riet responded, "Wienerberger has a strong
capital structure with low refinancing requirements up to the end of 2011, but
the ¤ 400 million bond issued in 2005 is due for repayment in 2012. In order to
reduce our mid-term refinancing requirements and further improve the term
structure of our financial liabilities, we have decided to issue a new bond. The
proceeds will be used to repurchase in part of the 2005 bond and repay other
liabilities." Wienerberger has a low level of debt with a gearing of 16%, and
does not expect the conclusion of both transactions will lead to an increase in
financial liabilities. "We are not planning to add any additional debt, but to
replace existing older financial liabilities for new ones", explained Willy Van
Riet in conclusion.
 
Tender offer to repurchase 2005 bond
 
Wienerberger is offering to repurchase the bond issued in April 2005 - which has
a volume of ¤ 400 million, a coupon of 3.875% and matures ending in April 2012 -
up to a maximum volume of ¤ 200 million before maturity. The company reserves
the right to also designate a higher amount, depending of the success of the
tender. The offer price equals 100% of the nominal value plus accrued interest,
and the offer period runs from March 31 to April 9. The results of the tender
will be announced on April 13, with settlement taking place on April 15.
 
New bond to be issued
 
Depending on the market situation, the company also plans to issue a new bond
with a scheduled volume of up to ¤ 200 million. This measure is subject to the
approval of the prospectus by the Financial Market Authority, which is expected
today. The offering is directed to institutional investors and Austrian private
investors. The new bond will have a term of 4¼ years (ending on July 7, 2014),
will be issued with a denomination of ¤ 1,000 each and carry interest at a fixed
coupon that is expected to equal 4.875%. The coupon could change during the
issue process; it will be determined and announced immediately before the start
of the subscription period, which will run from March 29 to 31, 2010.
 
Wienerberger has appointed Erste Group Bank AG and Raiffeisen Zentralbank
Österreich AG to manage the buyback for the old and the placement of the new
bond.
 
Results and dividend for 2009
 
Wienerberger also confirmed the preliminary results for 2009 that were announced
on February 12. In a difficult year that was influenced by the financial and
economic crisis, revenues fell by 25% to ¤ 1,816.9 million. Weak consumer
confidence and, above all, a lack of financing triggered a sharp drop in new
construction on all Wienerberger markets. Declining sales volumes and slightly
lower average prices as well as the cost of extensive plant standstills to
reduce inventories as part of the active working capital management program led,
as expected, to weaker operating results in 2009: operating EBITDA (before
restructuring costs) fell by 53% to ¤ 208.6 million and operating EBIT by 92% to
¤ 19.0 million. EBIT after special effects totaled ¤ -258.1 million following
the recognition of ¤ 121.4 million in restructuring costs for optimization
measures (including ¤ 52.6 million of cash expenses), ¤ 32.3 million of
impairment charges to real estate and ¤ 123.3 million of impairment charges to
goodwill. After financial results totaling ¤ -37.5 million and income tax
credits of ¤ 36.9 million, the loss after tax amounted to ¤ 258.7 million.
Earnings per share equaled ¤ -3.17 in 2009 (adjusted earnings per share: ¤
-0.34).
 
Strong 28% increase in free cash flow
 
Despite the weak development of operating earnings, Wienerberger increased free
cash flow by an impressive 28% to roughly ¤ 251 million in a difficult market
environment with strict cost savings and, above all, a significant reduction in
working capital and investments.
 
Waiver of dividend for 2009
 
Wienerberger also announced its intention to waive the dividend for 2009. "We
did not take this decision lightly and held numerous advance discussions with
our shareholders. They provided us with nearly ¤ 320 million through the capital
increase in September 2009, and we consider it an obligation to handle these
funds carefully to create the best possible value on their behalf", explained
Heimo Scheuch, Chief Executive Officer of Wienerberger AG.
 
Outlook on 2010
 
The visibility over future market developments is still very limited at the
present time, and Wienerberger is accordingly reserved with its forecasts for
2010. The USA seems to have reached the bottom, but is still not clear if and to
what extent new residential construction will recover. Market visibility is the
lowest in Central-East Europe: Poland appears to be the most stable country
because of strong domestic demand, but further significant declines cannot be
excluded in the Czech Republic, Slovakia and Hungary. Wienerberger intends to
counter the rising competitive pressure in these countries with more flexible
pricing policies and an increased focus on premium products. The Group is more
optimistic when evaluating the markets in Western Europe: Great Britain and
Germany should record a slight improvement in volumes; new residential
construction in France should stabilize; and Belgium and Switzerland should be
marked by moderate weakness. Further declines are expected in the Netherlands
due to the lack of project financing and government support.
 
In Italy, the current pressure on prices will continue due to structural
overcapacity in the brick sector.
 
The year 2009 was a period of restructuring for Wienerberger but, from the
current point of view, no further measures are planned for 2010. The
implementation of the action plan resulted in cost reductions of ¤ 160 million
during the past year, and a further ¤ 35 million of savings and a price-related
decline of roughly ¤ 15 million in energy costs should be realized in 2010.
Wienerberger therefore expects an improvement in earnings this year, in spite of
the still limited market visibility. However, operating EBITDA will be negative
in the first quarter because of the near halt to construction that was caused by
the severe winter in Europe and the USA. Investments are forecasted to total ¤
120 million in 2010, with ¤ 95 million planned for maintenance capex. Plans also
call for further inventory cuts in order to reduce working capital to 25% of
revenues over the mid-term.
 
Publication of first sustainability report
 
At today's press conference Wienerberger also announced the publication of its
first sustainability report. Sustainability has been defined as a key strategic
goal because of its growing importance for the future development of
Wienerberger. "We have been focusing on sustainability for some time, but the
publication of this report transforms our commitment into an obligation",
explained Heimo Scheuch. "I see sustainability as an integral part of our
business, and thereby also as an important factor for the economic success of
Wienerberger. Bricks have optimal properties for sustainable construction
because of the natural raw materials from which they are made and their long
service life - and we intend to utilize and expand these benefits in the
future", emphasized Heimo Scheuch, CEO of the world's largest brick producer.
"There is a lot of talk and even a few actions to reduce the CO(2) emissions of
buildings. However, I don't believe this discussion is moving in the right
direction. The main focus is currently on adding more thermal insulation to
existing buildings and constructing houses with special thermal insulating
exterior walls to reduce the energy requirements for heating. But that only
represents 10% (!) of the total energy requirements of a house - the remaining
90% are used for warm water, electricity, ventilation and other purposes. If we
really want to address this subject seriously, we should talk about the total
energy consumption of a building. The overriding goal must be to minimize the
non-renewable primary energy consumed by buildings - above all heating with
crude oil, natural gas etc. That is the only way to achieve a maximum reduction
in CO(2 )emissions and reduce the resulting negative effects on the climate. The
logical consequence of this thinking is the development of building solutions
that include an energy-efficient system combining structural engineering,
heating, warm water, electricity, ventilation etc. And this is exactly where I
see the future of Wienerberger: as the preferred partner for sustainable,
energy-efficient construction."
 
Download the press release from www.wienerberger.com
<http://www.wienerberger.com/>.
 
If you do not wish to receive the Wienerberger newsletter any longer, send an
e-mail with subject "unsubscribe newsletter" to communication@wienerberger.com
.
 
For additional information contact:
Barbara Braunöck, Investor and Public Relations
T +43(1)60192-497 |communication@wienerberger.com
 
Key data on the tender offer to repurchase the 2005 bond
 
Issuer:                                      Wienerberger AG
 
Purchase price:                          100%
 
Volume:                                   Up to ¤ 200 million (increase
possible)
 
Offering period:                        March 31 to April 9, 2010
 
Announcement of results:          April 13, 2010
 
Settlement date:                        April 15, 2010
 
Dealer managers:                      Erste Group Bank AG, Raiffeisen
Zentralbank Österreich AG
 
Tender agent:                           Citibank, N.A., London Branch
 
Clearing systems:                      Euroclear, Clearstream
 
Possible key data on the new bond issue
 
Issuer:                                      Wienerberger AG
 
Type of issue:                           Bond
 
Issue volume:                            Up to ¤ 200 million
 
Subscription period:                  March 29 to 31, 2010 (earlier close
possible)
 
Use of funds:                            General corporate financing
 
Denomination:                          ¤ 1,000
 
Coupon:                                   Approx. 4.875% p. a.1) of nominal
value
 
Term:                                      4¼ years
 
Issue price:                               Will be determined and announced
immediately before the subscription period
 
Redemption:                             100% at the end of the term (July
7, 2014)
 
Listing:                                    Admitted to the "Official List" of
the Luxembourg Securities Exchange
 
Value date:                               April 7, 2010
 
Payment office for Austria:        Erste Group Bank AG
 
Invitation to subscription           Erste Group Bank AG and Raiffeisen
Zentralbank Österreich AG as well as all other Austrian financial institutions
 
1) The final coupon will be determined and announced immediately before the
start of the subscription period. A public offer for this bond in Austria will
only be possible after the publication of the basis prospectus for the issue
program and the final terms for the bond. Any subscription orders received
before this time will be rejected.
 
Earnings Data                                2007    2008    2009    Chg. in %
 
 Revenues                          in ¤ mill. 2,477.3 2,431.4 1,816.9 -25
 
 Operating EBITDA (1))             in ¤ mill. 551.2   440.1   208.6   -53
 
 Operating EBIT (1))               in ¤ mill. 353.1   239.8   19.0    -92
 
 Restructuring costs and           in ¤ mill.
 impairment charges to property,
 plant and equipment                          0.0     -55.0   -153.7  <-100
 
 Impairment charges to goodwill    in ¤ mill. 0.0     -16.7   -123.3  <-100
 
 Profit before tax                 in ¤ mill. 358.4   123.1   -295.6  <-100
 
 Profit after tax                  in ¤ mill. 295.8   103.3   -258.7  <-100
 
 Free cash flow (2))               in ¤ mill. 293.8   195.4   250.8   +28
 
 Maintenance capex                 in ¤ mill. 120.2   98.4    62.7    -36
 
 Growth investments                in ¤ mill. 525.4   407.2   71.4    -82
 
 ROCE (3))                         in %       10.1    6.2     0.2     -
 
 CFROI (4))                        in %       13.0    9.3     4.3     -
 
 Ø Employees                                  14,785  15,162  12,676  -16
 
Balance Sheet Data                       2007    2008    2009    Chg. in %
 
 Equity (incl. hybrid capital) in ¤ mill. 2,672.7 2,497.2 2,547.0 +2
 
 Net debt                      in ¤ mill. 566.8   890.2   408.0   -54
 
 Capital employed              in ¤ mill. 3,060.2 3,252.2 2,816.8 -13
 
 Balance sheet total           in ¤ mill. 4,329.9 4,383.9 4,087.4 -7
 
 Gearing                       in %       21.2    35.6    16.0    -
 
Stock Exchange Data                           2007    2008   2009    Chg. in %
 
 Earnings per share                 in ¤       3.46    0.81   -3.17   <-100
 
 Adjusted earnings per share (1))   in ¤       3.46    1.69   -0.34   <-100
 
 Dividend per share                 in ¤       1.45    0.00   0.00    0
 
 Share price at year-end            in ¤       37.93   11.90  12.78   +7
 
 Shares outstanding (weighted) (5)) in 1,000.  75,491  82,895 91,298  +10
 
 Shares outstanding at year-end     in 1,000   83,948  83,948 117,527 +40
 
 Market capitalization at year-end  in ¤ mill. 3,184.1 999.0  1,502.0 +50
 
Operating
 Segments
 2009                                                                  Investments
 in ¤ mill.  Central-     Central-       North-                        and
 and %       East Europe  West Europe    West Europe    North America  Other(6))
 
 Revenues    582.7 (-35%) 391.1 (-11%)   729.2   (-19%) 149.0 (-36%)   -35.1 (+23%)
 
 Operating
 EBITDA (1)) 108.8 (-58%) 32.3  (-24%)   102.5   (-29%) -13.3 (<-100%) -21.7 (+8%)
 
 Operating
 EBIT (1))   44.8  (-77%) -2.4  (<-100%) 37.1    (-49%) -35.4 (<-100%) -25.1 (+8%)
 
 CFROI in %
 (4))        7.5          4.0            5.5            -1.9           -32.9
 
 Total
 investments 55.6  (-75%) 13.2  (-65%)   50.1    (-72%) 8.8   (-81%)   6.4   (-65%)
 
 Capital
 employed    787.7 (-8%)  373.0 (-23%)   1,131.4 (-13%) 488.4 (+16%)   36.3  (+2%)
 
 Ø Employees 5,174 (-11%) 2,143 (-10%)   4,076   (-14%) 1,043 (-47%)   240   (+6%)
 
1) Adjusted for non-recurring income and expenses
2) Cash flow from operating activities minus cash flow from investment
activities plus growth investments
3) Calculation based on average capital employed
4) Calculation based on average historical capital employed
5) Adjusted for treasury stock
6) Including Group eliminations and holding costs; negative revenues are due to
the offset of inter-company sales
Note: In the table of the operating segment data, changes in % to the comparable
prior year period are shown in brackets.
 
THIS PRESS RELEASE, THE TENDER OFFER MEMORANDUM AND THE OFFER ARE NOT FOR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA, THE "UNITED STATES"). THE OFFER REFERENCED HEREIN IS
NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, OR BY USE
OF THE MAILS, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION,
E-MAIL, FACSIMILE TRANSMISSION, TELEPHONE AND THE INTERNET) OF INTERSTATE OR
FOREIGN COMMERCE, OR OF ANY FACILITY OF A NATIONAL SECURITIES EXCHANGE OF THE
UNITED STATES AND THE OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS,
INSTRUMENTALITY OR FACILITY OR FROM WITHIN THE UNITED STATES. THIS Press
Release, THE TENDER OFFER MEMORANDUM AND THE OFFER DO NOT CONSTITUTE OR FORM A
PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR 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 (THE "SECURITIES
ACT"). THE SECURITIES 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 PRESS RELEASE, THE TENDER OFFER MEMORANDUM AND THE OFFER MAY ONLY BE
COMMUNICATED TO PERSONS IN THE UNITED KINGDOM IN CIRCUMSTANCES WHERE SECTION
21(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 DOES NOT APPLY.
 
NOTHING IN THIS Press Release CONSTITUTES AN OFFER TO BUY OR THE SOLICITATION OF
AN OFFER TO SELL SECURITIES IN THE REPUBLIC OF ITALY, BELGIUM (OTHER THAN TO
QUALIFIED INVESTORS ACTING FOR THEIR OWN ACCOUNT), THE REPUBLIC OF FRANCE (OTHER
THAN TO PROVIDERS OF INVESTMENTS SERVICES RELATING TO THIRD PARTY PORTFOLIO
MANAGEMENT AND QUALIFIED INVESTORS (INVESTISSEURS QUALIFIÉS) OTHER THAN
INDIVIDUALS) OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD
BE UNLAWFUL.
 
THE DISTRIBUTION OF THE TENDER OFFER MEMORANDUM IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THE TENDER OFFER MEMORANDUM
COMES ARE REQUIRED BY THE COMPANY, THE DEALER MANAGERS AND THE TENDER AGENT TO
INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
 
THE OFFER IS MADE ONLY PURSUANT TO THE TERMS OF THE PUBLISHED TENDER OFFER
MEMORANDUM. THE TENDER OFFER MEMORANDUM IS AVAILABLE WITHOUT CHARGE AT ERSTE
GROUP BANK AG, 1010 WIEN, BÖRSEGASSE 14, AT RAIFFEISEN ZENTRALBANK ÖSTERREICH
AG, 1030 WIEN, AM STADTPARK 9, AS WELL AS AT CITIBANK, N.A., UNITED KINGDOM,
LONDON E14 5 LB, CANADA SQUARE, CANARY WHARF.
 
THIS PRESS RELEASE IS FOR ADVERTISEMENT PURPOSES ONLY AND NOTHING IN THIS PRESS
RELEASE CONSTITUTES AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL
SECURITIES. A PUBLIC OFFER IN AUSTRIA WILL ONLY BE POSSIBLE AFTER PUBLICATION OF
THE BASE PROSPECTUS FOR THE ISSUANCE PROGRAMME OF WIENERBERGER AG (THE
"PROSPECTUS") AND THE FINAL TERMS OF ANY PROSPECTIVE NOTES (THE "FINAL TERMS").
ANY SUBSCRIPTION ORDERS MADE PRIOR TO SUCH PUBLICATIONS WILL BE REJECTED. THE
PROSPECTUS IS EXPECTED TO BE APPROVED BY THE COMMISSION DE SURVEILLANCE DU
SECTEUR FINANCIER ("CSSF") ON 24 MARCH 2010, AND IS EXPECTED TO BE NOTIFIED TO
THE AUSTRIAN FINANCIAL MARKETS AUTHORITY (FINANZMARKTAUFSICHT - "FMA") ON THE
SAME DAY. THE PROSPECTUS WILL THEN BE AVAILABLE AT WIENERBERGER AG,
WIENERBERGSTRASSE 11, 1100 WIEN, AND AT ERSTE GROUP BANK AG, 1010 WIEN,
BÖRSEGASSE 14, AS WELL AS AT RAIFFEISEN ZENTRALBANK ÖSTERREICH AG, 1030 WIEN, AM
STADTPARK 9, DURING REGULAR BUSINESS HOURS AND FREE OF CHARGE. THE FINAL TERMS
ARE EXPECTED TO BE DEPOSITED WITH THE CSSF AND PUBLISHED ON OR AROUND 26 MARCH
2010 AND WILL THEN BE AVAILABLE FREE OF COST AT THE AFOREMENTIONED PLACES.
 
IN RELATION TO A PROSPECTIVE OFFER OF NOTES BY THE ISSUER, ONLY THE INFORMATION
IN THE PROSPECTUS IN CONNECTION WITH THE FINAL TERMS WILL BE BINDING. ANY
INFORMATION IN THIS PRESS RELEASE IS NOT BINDING.
 
[HUG#1396924]
 
--- End of Message --- 
 
Wienerberger AG
Wienerbergstraße 11 Vienna Austria
 
WKN: 83170;ISIN: AT0000831706;
 
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