UBS Group AG current report, Q2 FY2015

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Business Context and Reporting Period

This Form 6-K, dated May 26, 2015, reports on the final terms of the Cash or Share Dividend (COTD) for UBS AG, approved by shareholders at the Annual General Meeting on May 7, 2015. The filing details the execution of the dividend election period (May 8–21, 2015) and the strategic steps toward UBS Group AG obtaining 100% ownership of UBS AG via the SESTA procedure.

Key Financial Metrics and Dividend Terms

  • Dividend Value: CHF 0.50 per share.
  • Reference Price: CHF 20.40 (one-day VWAP on SIX Swiss Exchange).
  • Conversion Factor: 40.81 existing shares required for one new share.
  • Total Cash Dividend Paid: CHF 1,639,722,522.
  • New Shares Issued: 13,847,553 new UBS AG shares issued from conditional capital.
  • UBS Group AG Holdings: Elected shares for 560,999,997 existing shares, receiving 13,746,698 new shares.
  • Other Shareholders: Elected shares for 4,115,873 existing shares.

The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity metrics for the reporting period.

Material Changes and Corporate Actions

Following the COTD, UBS Group AG holds more than 98% of the UBS AG share capital, a threshold required to initiate the SESTA procedure under Article 33 of the Swiss Stock Exchange Act. This procedure aims to automatically exchange the remaining minority UBS AG shares for UBS Group AG shares, resulting in 100% ownership by UBS Group AG.

Outlook, Risks, and Future Events

  • Delisting: UBS expects to conclude the SESTA procedure and delist UBS AG shares from the SIX Swiss Exchange in the second half of 2015.
  • Future Capital Return: Upon completion of the acquisition, UBS Group AG intends to distribute a one-time supplementary capital return of CHF 0.25 per share to its shareholders, subject to conditions approved at the May 7, 2015 AGM.
  • Payment Date: The record and payment date for the supplementary return will be set by the Board of Directors at a later date.

Key Facts for Investor Verification

  • Confirmation that UBS Group AG holds >98% of UBS AG share capital to validate SESTA eligibility.
  • Timeline for the delisting of UBS AG from the SIX Swiss Exchange (expected H2 2015).
  • Board announcement regarding the record and payment dates for the CHF 0.25 supplementary capital return.
  • Verification of the total cash payout amount of CHF 1.64 billion and the issuance of 13.85 million new shares.