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Adhoc: OMV intends to issue subordinated hybrid notes

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR TO U.S. PERSONS

May 16, 2011

  • Issue size, issue price and coupon will be determined in a book-building process
  • Targeted volume is benchmark size 
  • Coupon: Fixed interest rate until April 26, 2018, thereafter at a reset fixed rate (to be determined) until April 26, 2023 and thereafter floating interest rate with step up
  • Proceeds of the hybrid notes will be used primarily for the refinancing of the acquisitions of a major stake in Petrol Ofisi and of the Tunisian E&P subsidiaries from Pioneer Natural Resources

OMV intends to issue subordinated hybrid notes. The hybrid notes will bear a fixed interest rate until April 26, 2018, thereafter at a reset fixed rate (to be determined) until April 26, 2023 and thereafter a floating interest rate with a 100 basis point step up. The hybrid notes have no scheduled maturity date and may be redeemed at the option of the Company under certain circumstances. The Company has in particular the right to repay the hybrid notes at certain dates.

The hybrid notes will be offered primarily to qualified investors as defined in Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003 on the basis of an exemption from the requirement to publish a prospectus in compliance with such Directive. Further it is intended to offer the hybrid notes in Austria, Luxembourg, Germany and The Netherlands on the basis of a prospectus prepared by the company upon approval, publication and passporting of such prospectus. The issue size, the issue price and the coupon of the hybrid notes will be fixed in accordance with demand determined in a book-building process based on then prevailing market conditions and will be published following the conclusion of the book-building process.

The proceeds from the hybrid notes will be used for the refinancing of the acquisitions of the additional 55.40% interest in Petrol Ofisi and of two Tunisian exploration and production subsidiaries from Pioneer Natural Resources or for general corporate purposes.

Moody's has assigned a rating of "A3" (with stable outlook), Fitch Ratings has assigned a rating of "A-" (with negative outlook) to the senior unsecured debt of OMV. The expected rating of the hybrid notes is "Baa3" from Moody's and "BBB" from Fitch Ratings. Barclays Capital and J.P. Morgan act as Joint Structuring Advisers and Joint Bookrunners in the hybrid notes transaction. BofA Merrill Lynch, Deutsche Bank, and UniCredit act as Joint Bookrunners.

In addition to the hybrid notes issue, OMV launches a capital increase in order to maintain its strong investment grade rating. For additional information on OMV’s capital increase, please refer to OMV’s separate announcement to this effect issued today.
 
Disclaimer:

The information contained in this announcement does not constitute an offer to sell nor a solicitation to buy or subscribe for any securities of OMV Aktiengesellschaft. A public offer of securities of OMV Aktiengesellschaft may only be made in Austria after publication and passporting of an approved prospectus. Any securities orders received prior to the commencement of a public offer will be rejected. If a public offer of securities of OMV Aktiengesellschaft is made in Austria, a prospectus will be published in accordance with the Austrian Capital Market Act and will be available on the website of the Luxembourg Stock Exchange (www.bourse.lu) and free of charge at OMV Aktiengesellschaft, Trabrennstraße 6-8, 1020 Vienna, Austria, during usual business hours. Any offer of securities of OMV Aktiengesellschaft in Austria will be made solely by means and on the basis of the published prospectus.

This information is not for release, publication or distribution in or into the United States of America and may not be distributed to U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")) or publications with a general circulation in the United States. This information does not constitute an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration under the Securities Act. There will be no public offer of securities of OMV Aktiengesellschaft in the United States.