Business Context and Reporting Period
This Form 6-K, filed on August 19, 2015, by UBS Group AG and UBS AG, serves as a transmittal letter for a corporate action rather than a financial earnings report. The filing details the mandatory exchange of registered shares of UBS AG for shares of UBS Group AG following a judgment by the Commercial Court of the Canton of Zurich. The court cancelled all publicly held registered shares of UBS AG, and shareholders are entitled to receive UBS Group AG shares on a one-for-one basis as compensation.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document is an administrative notice regarding share exchange procedures and does not contain financial performance data.
Material Changes
The primary material change is the legal cancellation of registered UBS AG shares and their replacement with UBS Group AG shares. Shareholder rights attached to the old UBS AG certificates are cancelled. The new UBS Group AG shares will be issued in uncertificated form under the Direct Registration System (DRS).
Guidance, Outlook, and Risks
Management commentary is limited to instructions for shareholders to surrender their original UBS AG certificates to Computershare Trust Company, N.A. to demonstrate entitlement to the new shares. Failure to return certificates may result in the inability to receive future dividends or distributions. Risks include the loss of certificates, which requires the completion of a Lost Securities Affidavit and the payment of a bond premium (calculated at $0.67 per share with a $20 minimum) plus a $50 processing fee. Notarization is required for lost shares exceeding 2,228 units.
Key Facts for Investor Verification
- Share Exchange Ratio: One UBS Group AG share for every one UBS AG registered share.
- Action Required: Shareholders must physically surrender original UBS AG certificates to Computershare to receive the new DRS shares.
- Lost Certificates: A bond premium and processing fee are required to replace lost certificates; the premium is valid only until February 10, 2016.
- Form of New Shares: New shares will be held in uncertificated form (DRS), not as physical certificates.
- Financial Data: No financial metrics are disclosed in this specific filing.