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DGAP-Adhoc: Raiffeisen Bank International AG: RBI resolves to undertake a rights issue and pre-placement

DGAP-Adhoc: Raiffeisen Bank International AG: RBI resolves to undertake a 
rights issue and pre-placement

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.

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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 Österreich 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

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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
 
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