History
As a result of the economic crisis, core shareholder Rasperia Trading Ltd., owned by Russian entrepreneur Oleg Deripaska, sold its stake to the other core shareholders. Rasperia maintained the option to buy back its share package in the autumn of 2010. At the end of November 2010, Rasperia bought back a 17 % stake. A buy option was granted for the remaining 8 % and was used at a later date.
The 7th STRABAG SE Annual General Meeting of 10 June 2011 authorised the Management Board of the company, in accordance with Section 65 Paragraph 1 No. 8 of the Austrian Stock Corporation Act (AktG), to acquire up to 10 % of the share capital of the company on the stock market or over the counter until no later 10 July 2012. The purchase price per STRABAG SE share was set at no more than € 27.115 – the book value per share at the end of 2010.
The 8th STRABAG SE Annual General Meeting of 15 June 2012 authorised the Management Board of the company, in accordance with Section 65 Paragraph 1 No. 8 of the Austrian Stock Corporation Act (AktG), to acquire up to 10 % of the share capital of the company during a period of validity of twelve months from 10 July 2012. The authorisation granted the possibility to acquire the shares either on the stock market or over the counter. The new authorisation of the Management Board to acquire own shares therefore seamlessly followed the authorisation granted by resolution of the Annual General Meeting on 10 June 2011.
The authorisation was to be exercised by the Management Board in such a way that, under consideration of the already acquired number of shares, a maximum of 11,400,000 shares was not exceeded and therefore an acquisition of own shares would at no time lead to a shareholding in excess of the 10 % mark.
Due to the share buyback programme that ended on 23 May 2013, STRABAG SE held 10.0 % or 11,400,000 own shares, as at the end of January 2014.
On 10 June 2016, the Annual General Meeting voted to withdraw 4,000,000 own shares. As a result of this transaction, which was registered on 22 July 2016, the share capital was reduced to € 110.0 million; own shares then amounted to 6.7% of the share capital. This led to a slight increase in the holdings of the core shareholders.
The Annual General Meeting of 18 June 2021 voted to cancel the remaining 7,400,000 own shares. Since this transaction, which was registered on 16 July 2021, the share capital amounts to € 102.6 million. This also led to another slight increase in the holdings of the core shareholders. The current shareholder structure is available here. To our knowledge, no investor other than the core shareholders holds more than 5 % of the company.
On 15 March 2022, STRABAG SE was informed by its core shareholder Haselsteiner Familien-Privatstiftung that it had terminated the 2007 syndicate agreement with UNIQA Group, Raiffeisen Group and MKAO “Rasperia Trading Limited”. As a result, the syndicate agreement expired at the end of 2022, thereby ending the Austrian core shareholders’ joint control with MKAO “Rasperia Trading Limited”.
On 18 August 2022, the Austrian core shareholders Haselsteiner Familien-Privatstiftung, Dr. Hans Peter Haselsteiner and Klemens Haselsteiner, RAIFFEISEN-HOLDING NIEDERÖSTERREICH-WIEN registrierte Genossenschaft mit beschränkter Haftung and Group company, and UNIQA Insurance Group AG and Group companies, concluded a new syndicate agreement that continued the core shareholder syndicate for STRABAG SE without MKAO “Rasperia Trading Limited”.
On 29 September 2022, the core shareholders also submitted an anticipatory mandatory offer for shares of STRABAG SE. The company agreed with the bidders of the mandatory offer to acquire, as own shares, up to 10,260,000 of the shares tendered into the offer, representing up to 10% of the share capital, at the same price as the offer price. This agreement is based on the resolution adopted by the General Meeting of STRABAG SE on 24 June 2022 authorising the Management Board to buy back own shares. By the end of the offer and extended acceptance period, 2,779,006 STRABAG shares had been tendered for sale. These were all acquired by STRABAG SE on the basis of the aforementioned agreement. STRABAG SE therefore currently holds 2,779,006 own shares.
In September 2023, STRABAG SE began to gradually implement the capital measures that had been unanimously approved at the company’s 19th Annual General Meeting with the aim of reducing the shareholding interest in STRABAG held by MKAO “Rasperia Trading Limited” ("Rasperia") – a company that was controlled by the sanctioned Russian citizen Oleg Deripaska – from 27.8% to less than 25%. This essentially involved a conditional distribution from the reserves of STRABAG SE, with each shareholder given the option of receiving the distribution in the form of new shares or in cash.
The final step of the capital measures was an ordinary non-cash capital increase caried out in March 2024 through the issue of around 15.6 million new shares, with the effect of reducing the stake held by Rasperia in STRABAG SE to 24.1%. The newly issued shares will be listed on the Vienna Stock Exchange under their own ISIN AT0000A36HJ5 until further notice.
In December 2023, the Management Board of STRABAG SE was informed by the Russian joint stock corporation Iliadis JSC and Oleg Deripaska, by means of major holdings notifications pursuant to Sections 130ff of the Austrian Stock Exchange Act (BörseG), that Iliadis JSC on 14 December 2023 had concluded a purchase agreement for 100% of the shares in Rasperia. According to the notifications,Rasperia would no longer be (indirectly) controlled by Oleg Deripaska once the purchase agreement was executed. Also in December, the Management Board of STRABAG SE was informed that Raiffeisenbank International AG (RBI) was interested in acquiring the 28,500,000 shares in STRABAG SE held by Rasperia. According to the announcement by Raiffeisenbank International AG, the multiple-step transaction was subject to various reviews, approvals and other conditions, including a sanctions review.
On 26 March 2024, STRABAG SE was informed by means of major holdings notifications pursuant to Sections 130ff of the Austrian Stock Exchange Act (BörseG) that Rasperia had been transferred to Iliadis JSC. According to these notifications, Rasperia, with its 24.1% stake in STRABAG SE, is now controlled by Iliadis JSC, and Oleg Deripaska has relinquished his previous (indirect) control.
On 8 May 2024, RBI announced in an ad-hoc disclosure that it was withdrawing from the acquisition of STRABAG shares from Rasperia. According to the announcement, RBI was unable to obtain the “required comfort” from the relevant authorities in order to proceed with the planned transaction.
On 14 May 2024, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) placed the shareholder MKAO “Rasperia Trading Limited” (Rasperia) and Iliadis JSC (Iliadis), among others, on the U.S. sanctions list. On 28 June 2024, the European Union also placed Rasperia and Iliadis JSC on its sanctions list. These sanctions were imposed as the transaction involving the STRABAG shares would have served as a scheme to circumvent the existing sanctions regimes. The sanctions against Rasperia do not result in any changes at STRABAG SE itself or in our handling of the block of shares held by Rasperia, as Rasperia’s shares in STRABAG SE have been frozen ever since the imposition of sanctions against Oleg Deripaksa by the EU.
The capital measures are legally binding as of September 2024. Consequently, the shares from the 2024 capital increase, which were listed under a separate ISIN (AT0000A36HJ5), were merged with the regular ISIN (AT0000STR1) as at 1 October 2024.
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