Thursday, September 24, 2009
Publication of the Listing Prospectus of Julius Baer Group Ltd.
In connection with the announced separation of Julius Baer Holding Ltd.'s Private Banking and Asset Management businesses and following the approval from the SIX Swiss Exchange for listing the registered shares of Julius Baer Group Ltd. on the SIX Swiss Exchange, the Listing Prospectus for Julius Baer Group Ltd.'s registered shares has been published today. Trading in the shares of Julius Baer Group Ltd. is expected to commence on 1 October 2009 under the Ticker Symbol "BAER". As from such date the shares of Julius Baer Holding Ltd. (at that time renamed GAM Holding Ltd.) will be traded under the Ticker Symbol "GAM".
In connection with the listing of the registered shares of Julius Baer Group Ltd. the Listing Prospectus has been published today. In addition to further detailing the financial information presented at the time of the Extraordinary General Meeting on 30 June 2009 and at the financial results presentation for the first half-year 2009 on 27 July 2009, the Listing Prospectus details the pro forma financial information of Julius Baer Group Ltd. and the historical financial information of Julius Baer Group Ltd.'s principal operating entity, Bank Julius Baer & Co. Ltd. to mid-year 2009 as well as other business, corporate governance and operational information and provides additional information on various topics such as:
- As per the first trading day of the shares of Julius Baer Group Ltd. the current members of the Board of Directors of Julius Baer Holding Ltd. will transfer to Julius Baer Group Ltd., while the new Board of Directors of Julius Baer Holding Ltd. (at that time renamed GAM Holding Ltd.) will comprise the members elected by the Extraordinary General Meeting of 30 June 2009.
- The Executive Board of Julius Baer Group Ltd. will consist of the following five members: Boris F.J. Collardi, Chief Executive Officer; Dieter A. Enkelmann, Chief Financial Officer; Bernhard Hodler, Chief Risk Officer; Jan A. Bielinski, Chief Communications Officer; and Christoph Hiestand, General Counsel.
- KPMG AG, Zurich, has been appointed as auditors of Julius Baer Group Ltd.
- The shares of Julius Baer Group Ltd. will be entitled to pidends, if any, beginning for the fiscal year ending 31 December 2009, for which a pidend may be paid in 2010.
- Julius Baer Group Ltd. will release an Interim Management Statement on 10 November 2009. The annual results for 2009 will be published on 5 February 2010. The first Ordinary General Meeting of Julius Baer Group Ltd. is scheduled for 8 April 2010 in Zurich.
- In connection with the separation, Julius Baer Holding Ltd.'s obligations relating to the preferred securities issued by Julius Baer Capital (Guernsey) I Ltd. and the underlying note issued by Julius Baer Holding Ltd. in the amount of CHF 225 million, attributable to Tier 1 capital, will be transferred to Julius Baer Group Ltd.
Julius Baer Holding Ltd. will distribute the shares in Julius Baer Group Ltd. to its shareholders in form of a pidend in kind, on the basis of one Julius Baer Group Ltd. share per Julius Baer Holding Ltd. share owned such that, immediately following the distribution, the shareholder of any one Julius Baer Holding Ltd. share will own one share in Julius Baer Holding Ltd. (at that time renamed GAM Holding Ltd.) and one share in Julius Baer Group Ltd. The expected record date for the shareholders of Julius Baer Holding Ltd. to be entitled to receive Julius Baer Group Ltd. shares will be 30 September 2009, after close of trading. The shares in Julius Baer Group Ltd. are expected to be distributed on 1 October 2009, before start of trading. As from such date the shares of GAM Holding Ltd. will be traded ex-pidend rights. Following the listing, the shares of Julius Baer Group Ltd. are expected to be included in the SMI as well as the SLI.
Julius Baer Group Ltd.'s registered shares will be listed according to the Main Standard of the SIX Swiss Exchange and will start trading under the Ticker Symbol "BAER", the International Security Identification Number (ISIN) CH0102484968 and the Swiss Security Number (Valorennummer) 10248496. Following the listing of Julius Baer Group Ltd.'s shares, the shares of Julius Baer Holding Ltd. (at that time renamed GAM Holding Ltd.) will continue to be listed according to the Main Standard of the SIX Swiss Exchange and are expected to remain in the SLI, but be removed from the SMI and be included in the SMIM and SPI Middle, and will be traded under the Ticker Symbol "GAM", the International Security Identification Number (ISIN) CH0102659627 and the Swiss Security Number (Valorennummer) 10265962.
Both the future Julius Baer Group Ltd. and the future GAM Holding Ltd. will present additional information on strategy, management and financial targets on 25 September 2009.
The Listing Prospectus dated 24 September 2009 and the related Listing Notice (available in German only) are published in electronic form on Julius Baer's website (www.juliusbaer.com/listing). Copies of the Listing Prospectus are available at the offices of Zuercher Kantonalbank (ZKB), telephone: +41 (0) 44 293 6735, facsimile: +41 (0) 44 293 6732, e-mail: email@example.com.
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THIS PRESS RELEASE DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL, SUBSCRIBE FOR, UNDERWRITE OR OTHERWISE ACQUIRE ANY SHARES IN JULIUS BAER HOLDING LTD., JULIUS BAER GROUP LTD. OR ANY OTHER SECURITIES, NOR SHALL IT OR ANY PART OF IT NOR THE FACT OF ITS DISTRIBUTION OR COMMUNICATION FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT, COMMITMENT OR INVESTMENT DECISION IN RELATION THERETO.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN ISSUE PROSPECTUS PURSUANT TO ARTICLE 652a OF THE SWISS CODE OF OBLIGATIONS OR A LISTING PROSPECTUS PURSUANT TO THE LISTING RULES OF THE SIX SWISS EXCHANGE.
Important Notice Regarding Forward-Looking Statements
THIS PRESS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS REGARDING EVENTS AND TRENDS THAT ARE SUBJECT TO RISKS, UNCERTAINTIES AND ASSUMPTIONS AND OTHER FACTORS THAT COULD CAUSE THE ACTUAL RESULTS AND FINANCIAL POSITION OF JULIUS BAER HOLDING LTD. OR JULIUS BAER GROUP LTD. TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN, OR SUGGESTED BY, THESE FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS THAT COULD CAUSE THOSE DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO: LIMITATIONS OR CONDITIONS IMPOSED ON JULIUS BAER HOLDING LTD. OR JULIUS BAER GROUP LTD. IN CONNECTION WITH CHANGING BUSINESS OR OTHER MARKET CONDITIONS, GENERAL ECONOMIC CONDITIONS IN SWITZERLAND, THE EUROPEAN UNION, THE UNITED STATES AND ELSEWHERE, AND JULIUS BAER HOLDING LTD.'S OR JULIUS BAER GROUP LTD.'S ABILITY TO RESPOND TO TRENDS IN THE FINANCIAL SERVICES INDUSTRY. THE FORGOING LIST OF FACTORS IS NOT COMPLETE JULIUS BAER HOLDING LTD. OR JULIUS BAER GROUP LTD. DOES NOT UNDERTAKE TO UPDATE ANY FORWARD-LOOKING STATEMENTS THAT IT MAY MAKE.