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UBS AG: UBS to buy back outstanding bonds in public tender offers



  UBS AG: UBS to buy back outstanding bonds in public tender offers

UK Regulatory Announcement

UBS offers to buy back certain outstanding bonds for up to approximately CHF 5
billion for cash, in line with the accelerated implementation of the strategy
announced in October 2012

ZURICH & BASEL, Switzerland

UBS AG (NYSE:UBS) (SWX:UBSN) announced today that it is making a cash tender
offer in relation to certain euro and Italian lira denominated senior
unsecured securities for a maximum aggregate principal amount of EUR 2.25
billion, and a cash tender offer in relation to certain US dollar denominated
senior unsecured securities for a maximum aggregate principal amount of USD
2.5 billion. The offers correspond in total to approximately CHF 5 billion,
based on yesterday's exchange rates, and are subject to increase and other
conditions as set out in the tender offer memoranda.

Following the announcement in October 2012 of the accelerated implementation
of our strategy, we have reduced balance sheet and funding needs. We have,
therefore, generated capacity within our liquidity and funding position to be
able to execute these tender offers.

Our actions to prudently manage the composition of our liabilities will lower
interest expense in the future. These actions could lead to a tightening of
our credit spreads, and as a result, we could see significant own credit
charges in the first quarter.

The tender offer period relating to euro and Italian lira denominated
securities will end on 19 February 2013. The tender offer period for the US
dollar denominated securities will end on 5 March 2013, with an early
participation date set on 19 February 2013. The tender offer periods can be
extended, re-opened, amended or terminated as provided in the tender offer
memoranda.

UBS AG
Investor contact
Switzerland: +41-44-234 41 00
or
Media contact
Switzerland: +41-44-234 85 00
UK: +44-207-567 47 14
Americas: +1-212-882 58 57
APAC: +852-297-1 82 00
www.ubs.com

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the tender offer memoranda produced in connection with
the offers described therein (the "Tender Offer Memoranda" and the "Offers"
respectively) do not constitute an offer or an invitation to participate in
the Offers in any jurisdiction in which, or to any person to or from whom, it
is unlawful to make such offer or invitation or for there to be such
participation under applicable laws. The distribution of this announcement and
the Tender Offer Memoranda in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender Offer
Memoranda come are required by each of UBS AG (the "Offeror"), UBS Limited
(the "Dealer Manager") and Lucid Issuer Services Limited (the "Tender Agent")
to inform themselves about and to observe any such restrictions.

United States

The Offers for certain euro and Italian lira denominated securities (the
"European Offer") are not being made and will not be made, directly or
indirectly, in or into, or by use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of, or of any facilities of
a national securities exchange of, the United States. This includes, but is
not limited to, facsimile transmission, electronic mail, telex, telephone and
the internet. The securities subject to the European Offer may not be tendered
in any Offer by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the United
States. Accordingly, copies of this announcement, the Tender Offer Memorandum
for the European Offer and any other documents or materials relating to the
European Offer are not being, and must not be, directly or indirectly, mailed
or otherwise transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the United States
or to any persons located or resident in the United States. Any purported
tender of securities in an Offer resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported tender of
securities made by a person located or resident in the United States, or any
agent, fiduciary or other intermediary acting on a non-discretionary basis for
a principal giving instructions from within the United States will be invalid
and will not be accepted.

Each holder participating in the European Offer will be deemed to represent
that it is not located or resident in the United States and is not
participating in such European Offer from the United States or it is acting on
a non-discretionary basis for a principal located outside the United States
that is not giving an order to participate in such European Offer from the
United States. For the purposes of this and the above paragraph, “United
States” means the United States of America, its territories and possessions,
any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this announcement, the communication of the Tender Offer
Memoranda and any other documents or materials relating to the Offers has not
been approved by an authorised person for the purposes of section 21 of the
Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, such
documents and/or materials are not being distributed to, and must not be
passed on to, the general public in the United Kingdom. The communication of
such documents and/or materials is exempt from the restriction on financial
promotions under section 21(1) of the FSMA on the basis that it is only
directed at and may only be communicated to (1) those persons who are existing
members or creditors of the Offeror or other persons within Article 43(2) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
and (2) any other persons to whom such documents and/or materials may lawfully
be communicated in circumstances in which section 21(1) of the FSMA does not
apply to the Offeror.

France

The Offers are not being made, directly or indirectly, to the public in
France. Neither this announcement, the Tender Offer Memoranda nor any other
documents or offering materials relating to the Offers, has been or shall be
distributed to the public in France and only (i) providers of investment
services relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de portefeuille
pour compte de tiers) and/or (ii) qualified investors (investisseurs
qualifiés) acting for their own account, other than individuals, all as
defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of
the French Code monétaire et financier, are eligible to participate in the
Offers. The Tender Offer Memoranda have not been submitted to the clearance
procedures (visa) of the Autorité des marchés financiers.

Belgium

Neither this announcement, the Tender Offer Memoranda nor any other documents
or materials relating to the Offers have been submitted to or will be
submitted for approval or recognition to the Financial Services and Markets
Authority (Autorité des services et marchés financiers / Autoriteit voor
financiële diensten en markten) and, accordingly, the Offers may not be made
in Belgium by way of a public offering, as defined in Articles 3 and 6 of the
Belgian Law of April 1, 2007 on public takeover bids as amended or replaced
from time to time. Accordingly, the Offers may not be advertised and the
Offers will not be extended, and neither this announcement, the Tender Offer
Memoranda nor any other documents or materials relating to the Offers
(including any memorandum, information circular, brochure or any similar
documents) has been or shall be distributed or made available, directly or
indirectly, to any person in Belgium other than “qualified investors” in the
sense of Article 10 of the Belgian Law of June 16, 2006 on the public offer of
placement instruments and the admission to trading of placement instruments on
regulated markets, acting on their own account. This announcement and the
Tender Offer Memoranda have been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the Offers.
Accordingly, the information contained in this announcement and the Tender
Offer Memoranda may not be used for any other purpose or disclosed to any
other person in Belgium.

Italy

None of the Offers, this announcement, the Tender Offer Memoranda or any other
documents or materials relating to the Offers has been or will be submitted to
the clearance procedure of the Commissione Nazionale per le Società e la Borsa
(“CONSOB”), pursuant to applicable Italian laws and regulations.

The Offers are being carried out in the Republic of Italy (“Italy”) as an
exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative
Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”)
and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999,
as amended (the “CONSOB Regulation”). The Offers are also being carried out in
compliance with article 35-bis, paragraph 7 of the CONSOB Regulation.

Holders or beneficial owners of the securities located in Italy can offer the
securities through authorised persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No. 16190 of
29 October 2007, as amended from time to time, and Legislative Decree No. 385
of 1 September 1993, as amended) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other Italian
authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
securities or the Offers.

Switzerland

Neither this announcement, the Tender Offer Memoranda nor any other offering
or marketing material relating to the securities constitutes a prospectus as
such term is understood pursuant to article 652a or article 1156 of the Swiss
Federal Code of Obligations or a listing prospectus within the meaning of the
listing rules of the SIX Swiss Exchange. Accordingly, the investor protection
rules otherwise applicable to investors in Switzerland do not apply to the
Offers. When in doubt, investors based in Switzerland are recommended to
contact their legal, financial or tax adviser with respect to the Offers.

Singapore

Neither this announcement, the Tender Offer Memoranda nor any other documents
or materials relating to the Offers has been or will be registered as a
prospectus with the Monetary Authority of Singapore. The Offers do not
constitute a public tender offer for the purchase of notes or a public
offering of securities in Singapore pursuant to Section 273(1)(e) of the
Securities and Futures Act (Chapter 289) of Singapore (the “SFA”).
Accordingly, the Offers are not being made, and the Tender Offer Memoranda and
any other documents or materials relating to the Offers are not to be
circulated or distributed, whether directly or indirectly, to persons located
or resident in Singapore other than to (i) an institutional investor under
Section 274 of the SFA, (ii) a relevant person as defined in Section 275(1) of
the SFA, or to any person as referred to in Section 275(1A) of the SFA, and in
accordance with the conditions specified in Section 275 of the SFA or (iii)
otherwise pursuant to, and in accordance with the conditions of, any other
applicable provision of the SFA.

The People’s Republic of China

This announcement and the Tender Offer Memoranda may not be circulated or
distributed in or into the People’s Republic of China (the “PRC”) and the
Offers may not be made, directly or indirectly, to any resident of the PRC
except to the extent consistent with the applicable laws and regulations of
the PRC.

General

The Offers do not constitute an offer to buy or the solicitation of an offer
to sell securities in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities or other laws require
the Offers to be made by a licensed broker or dealer and the Dealer Manager
or, where the context so requires, any of its affiliates is such a licensed
broker or dealer in that jurisdiction, the Offers shall be deemed to be made
on behalf of the Offeror by the Dealer Manager or such affiliate (as the case
may be) in such jurisdiction.

In addition to the representations referred to above in respect of the United
States, each holder participating in an Offer will also be deemed to give
certain representations in respect of the other jurisdictions referred to
above and generally as set out in “Procedures for Participating in the Offers”
in the Tender Offer Memoranda. Any tender of securities for purchase pursuant
to an Offer from a holder that is unable to make these representations may be
rejected. Each of the Offeror, the Dealer Manager and the Tender Agent
reserves the right, in their absolute discretion, to investigate, in relation
to any tender of securities for purchase pursuant to an Offer, whether any
such representation given by a holder is correct and, if such investigation is
undertaken and as a result the Offeror determines (for any reason) that such
representation is not correct, such tender may be rejected.

Contact:

UBS AG
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