Bank von Roll AG begins operating activities – focus on cultivating classic Swiss banking business
Au ZH, 2009-1-26
Von Roll Holding AG has successfully completed its preparations to found a bank, as previously announced, under the name Bank von Roll AG.
Au ZH, 26 January, 2009 – Von Roll Holding AG has successfully completed its preparations to found a bank, as previously announced, under the name Bank von Roll AG. The banking licence issued at the end of 2008 by the Swiss Federal Banking Commission provided the basis to begin operating activities as a bank.
The emphasis of the bank's activities is in the areas of classic asset management and investment advice for private customers and institutional investors.
Bank von Roll AG is a limited company headquartered in Zurich, founded according to Swiss law. The company was founded on 19 December 2007 under the name Von Roll Finanz AG and was entered into the Commercial Register of the Canton of Zurich on 21 December 2007. The change of name to Bank von Roll AG was effected by agreement of the extraordinary general meeting on 19 January 2009.
On 19 January 2009, the extraordinary general meeting of shareholders of Bank von Roll AG agreed to a nominal increase of the ordinary share capital by CHF 17,900,000 to CHF 18,000,000 by issuing 35,800 new registered shares with a nominal value of CHF 500 per share. Following this capital increase, the shareholders of Von Roll Holding AG are being offered a number of shares in Bank von Roll AG proportional to their current shareholding.
Von Roll Holding AG has waived its subscription rights with regard to the new registered shares. However, because of the company's stock of its own shares, it will acquire a share of 3% of Bank Von Roll AG.
5,000 bearer shares of Von Roll Holding AG entitle the bearer to subscribe to one new registered share of Bank von Roll AG with a nominal value of CHF 500. The subscription period runs from 27 January to 20 February 2009. The subscription price stands at CHF 1,000 per new registered share and is comprised of CHF 500 nominal value and CHF 500 agio. The Swiss Federal issuance stamp tax of 1% on the subscription price of the new registered shares is paid by the issuer. The reference date for the allocation of subscription rights is 26.01.09. There will be no trading of subscription rights. Subscription rights which are not exercised expire on 20 February 2009. Trading of the bearer shares of Von Roll Holding AG after subscription rights on the SIX Swiss Exchange AG will begin on 27 January 2009.
The shareholders of Von Roll Holding AG will be informed by their depositary bank and will have their subscription rights credited to their securities account. The subscription rights must be exercised according to the instructions of the depositary bank. Holders of Von Roll Holding AG bearer shares who keep their shares at home or in a bank safe are requested to apply directly at a bank cashier's desk, producing Coupon No. 6, if they wish to exercise their subscription rights in this offer.
Delivery and payment take place on 25 February 2009.
The new registered shares are entitled to dividend for the 2009 financial year, and are subject to the registration conditions in Article 5 of the applicable Articles of Corporation of the bank. No listing is envisaged for the registered shares. However, the company plans to introduce off-market trading for these registered shares from 25 February 2009.
About Von Roll Holding AG:
As one of Switzerland's longest established industrial companies, Von Roll Holding AG focuses on products and systems for power generation, transmission and distribution. Von Roll is global market leader in insulation products, systems and services and is represented in 19 countries with around 3,300 employees at 32 sites.
Media contact:
Sven Ohligs, Head of Corporate Communications of Von Roll Holding AG,
phone: +41 44 204 3034, fax: +41 44 204 3039, email: press@vonroll.com
Contact for shareholders of Von Roll Holding AG and regarding the share issue:
Luitpold Wüsthof, Head of Investor Relations of Von Roll Holding AG
phone: +41 44 204 3050, fax: +41 44 204 3008, email: investor@vonroll.com
Contact at Bank von Roll AG:
Cyrill Escher, CEO Bank von Roll
phone: +41 44 233 3200, email: cyrill.escher@bankvonroll.com
This press release is based on information currently available. Unforeseeable risks and influences may lead to discrepancies with statements portrayed here. This advertisement does not constitute an issue prospectus in the sense of Art. 652a or Art. 1156 OR. The press release is originally issued in German. In the event of any discrepancy the German language version prevails. The purchase of shares of Bank von Roll AG should only be undertaken on the basis of the issue prospectus, which can be obtained free of charge from Zürcher Kantonalbank by phoning +41 44 293 6735 or by sending an email to prospectus@zkb.ch.
This press release does not contain or constitute an offer to sell or a solicitation of any offer to buy securities in the United States or in any other jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make an offer or solicitation. The securities of Bank von Roll AG have not been and will not be registered under the United States securities laws and may not be offered or sold in the United States [or to or for the account or the benefit of "U.S. persons" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended)] absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Neither Bank von Roll AG nor its shareholders intend to register any portion of the offering in the United States or conduct a public offering of securities in the United States.