Swietelsky Baugesellschaft m.b.h.

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1 Swietelsky Baugesellschaft m.b.h. (Incorporated as a company with limited liability in the Republic of Austria) Offering of EUR 50,000,000 Perpetual Junior Subordinated Fixed to Floating Rate Bonds Swietelsky Baugesellschaft m.b.h. (Swietelsky or the Issuer or the Company) will issue EUR 50,000,000 perpetual junior subordinated fixed to floating rate bonds with a denomination of EUR 1,000 each (the Bonds) on 16 November 2007 at an issue price of per cent of the principal amount of such Bonds (the Offering). The volume of the Offering may be decreased or increased by the Issuer until the Issue Date up to a total amount of EUR 70,000,000. The Bonds are perpetual and the holders of the Bonds (the Bondholders) shall have no right to call for their redemption. The Bonds constitute unsecured and perpetual junior subordinated obligations of the Issuer and in the event of the dissolution, liquidation or insolvency of the Issuer or composition or other proceedings for the avoidance of insolvency of the Issuer, the obligations under the Bonds will be subordinated to all subordinated and unsubordinated obligations of the Issuer, except as otherwise required by mandatory statutory law. In the event of the dissolution, liquidation or insolvency of the Issuer or composition or other proceedings for the avoidance of insolvency of the Issuer, no payments will be made under the Bonds until all claims of all unsubordinated and subordinated creditors shall first have been satisfied in full. Application has been made to the Vienna Stock Exchange for the Bonds to be admitted to the Second Regulated Market (Geregelter Freiverkehr). The Bonds will be governed by Austrian law. The Issuer may request the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde, the FMA) to provide competent authorities in other member states within the European Economic Area with a certificate of approval attesting that this Prospectus has been drawn up in accordance with the Austrian Capital Market Act (Kapitalmarktgesetz), which implements the Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003 (Prospectus Directive) into Austrian law. Prospective investors should be aware that an investment in the Bonds involves risks and that, if certain risks, in particular those described in the chapter "Risk Factors" materialise, the investors may lose all or a very substantial part of their investment. A prospective investor should conduct its own thorough analysis (including its own accounting, legal and tax analysis) prior to deciding whether to invest in the Bonds as any evaluation of the suitability for an investor of an investment in the Bonds depends upon a prospective investor's particular financial and other circumstances. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy Bonds in any jurisdiction where such offer or solicitation is unlawful. In particular, the Bonds have not been and will not be registered under the United States Securities Act of 1933 (the Securities Act). This Prospectus constitutes a prospectus pursuant to, and is in compliance with the requirements of, the Prospectus Directive. It has been filed with the FMA, has been approved by the FMA and has been published by making it available in printed form, free of charge, to the public at the registered office of the Issuer, Edlbacherstraße 10, 4020 Linz, and at the specified office of the Paying Agent. Erste Bank der oesterreichischen Sparkassen AG Sole Lead Manager Prospectus dated 29 October 2007

2 RESPONSIBILITY STATEMENT Swietelsky, with its seat in Linz and its business address at Edlbacherstraße 10, 4020 Linz, Austria, is registered with the Austrian companies register under registration number FN 83175t, assumes responsibility for the information contained in this Prospectus and hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus for which it is responsible is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. The Issuer further confirms that (i) this Prospectus contains all information with respect to the Issuer and to the Bonds which is material in the context of the Offering, including all information which, according to the particular nature of the Issuer and of the Bonds is necessary to enable investors and their investment advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Issuer and the rights attached to the Bonds; (ii) the statements contained in this Prospectus relating to the Issuer and the Bonds are in every material particular true and accurate and not misleading; (iii) there are no other facts in relation to the Issuer or the Bonds the omission of which would, in the context of the Offering, make any statement in the Prospectus misleading in any material respect and (iv) reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy of all such information and statements. 2

3 NOTICE This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the Bonds offered hereby and does not constitute an offer to sell or a solicitation of an offer to buy any Bonds offered hereby to any person in any jurisdiction in which it is unlawful to make any such offer or solicitation to such person. Neither the delivery of this Prospectus nor any sale made hereby shall under any circumstances imply that there has been no change in the affairs of Swietelsky or its affiliated companies (together the Swietelsky Group or the Group) or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof or any date specified with respect to such information; irrespective of the obligation of the Issuer to mention in a supplement to the Prospectus every significant new factor, material mistake or inaccuracy relating to the information included in the Prospectus which is capable of affecting the assessment of the securities and which arises or is noted between the time when the Prospectus is approved and the final closing of the offer to the public or, as the case may be, the time when admission to listing on a regulated market is granted (in accordance with 6 of the Austrian Capital Market Act (Kapitalmarktgesetz)). This Prospectus has been prepared by the Issuer in connection with the Offering solely for the purpose of enabling prospective investors to consider the purchase of the Bonds. Reproduction and distribution of this Prospectus or disclosure or use of the information contained herein for any purpose other than considering an investment in the Bonds is prohibited. The information contained in this Prospectus has been provided by Swietelsky and other sources identified herein. No representation or warranty, explicit or implied, is made by the Sole Lead Manager as to the accuracy or completeness of the information set forth herein and nothing contained in this Prospectus is, or shall be relied upon as a promise or representation, whether as to the past or the future. No person has been authorised to give any information or to make any representation not contained in this Prospectus in connection with the Offering and, if given or made, any such information or representation should not be relied upon as having been authorised by Swietelsky or the Sole Lead Manager. The contents of this Prospectus are not to be construed as legal, business or tax advice. Each prospective investor should consult its own lawyer, financial adviser or tax adviser for legal, financial or tax advice. This document comprises a Prospectus for the public offering of the Bonds, issued by Swietelsky and for the admission to listing of the Bonds on the Second Regulated Market (Geregelter Freiverkehr) of the Vienna Stock Exchange. This document has been prepared in accordance with Commission Regulation (EC) No 809/2004 of 29 April 2004, as amended, and conforms to the requirements of the Austrian Capital Market Act, as amended, and the Austrian Stock Exchange Act (Börsegesetz), as amended. This Prospectus has been approved as a Prospectus by the FMA and has been filed with the Notification Office (Meldestelle) at Oesterreichische Kontrollbank Aktiengesellschaft in accordance with the Austrian Capital Market Act. This Prospectus will be filed as a Listing Prospectus (Börseprospekt) with the Vienna Stock Exchange. 3

4 The Bonds offered hereby have not been and will not be registered under the Securities Act or with any authority of any state of the US, or the applicable securities laws of Australia, Canada, Japan and the United Kingdom, and may not be offered or sold in the US or to, or for the account of, any US persons or to any person resident in Australia, Canada, Japan, the United Kingdom and the US. This Prospectus contains statements under the captions "Summary of the Prospectus", "Risk Factors", and elsewhere which are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements can be identified by the use of forwardlooking terminology, including the words "believes", "estimates", "anticipates", "expects", "intends", "targets", "may", "will", "plans", "continue" or "should" or, in each case, their negative or other variations or comparable terminology or by discussions of strategies, plans, objectives, goals, future events or intentions. The forward-looking statements contained in this Prospectus include certain "targets". These targets reflect goals that the Issuer is aiming to achieve and do not constitute forecasts. The forward-looking statements contained in this Prospectus include all matters that are not historical facts and include statements regarding the Issuer's intentions, beliefs or current expectations concerning, among other things, the results of operations, financial condition, liquidity, prospects, growth, strategies and dividend policy and the industry and markets in which the Issuer operates. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events, and depend on circumstances, that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. Prospective investors should not place undue reliance on these forward-looking statements. Many factors could cause the actual results, performance or achievements of Swietelsky to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Some of these factors are discussed in more detail under "Risk Factors" below. Should one or more of these risks or uncertainties described in this Prospectus occur, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Prospectus as anticipated, believed, estimated or expected. The Issuer has no intention to and assumes no responsibility for updating the information contained in this Prospectus after the end of the Offering. 4

5 STABILISATION IN CONNECTION WITH THE OFFERING, ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG, (THE STABILISING MANAGER) (OR PERSONS ACTING ON ITS BEHALF) MAY OVER-ALLOT BONDS (PROVIDED THAT THE AGGREGATE PRINCIPAL AMOUNT OF BONDS ALLOTTED DOES NOT EXCEED 105 PER CENT OF THE AGGREGATE PRINCIPAL AMOUNT OF THE BONDS) OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE BONDS AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG, (OR PERSONS ACTING ON ITS BEHALF) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE BONDS IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE BONDS AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE BONDS. SUCH STABILISING SHALL BE IN COMPLIANCE WITH ALL LAWS, REGULATIONS AND RULES OF ANY RELEVANT JURISDICTION. 5

6 TABLE OF CONTENTS SUMMARY OF THE PROSPECTUS...7 RISK FACTORS TERMS AND CONDITIONS OF THE BONDS GENERAL INFORMATION ABOUT THE ISSUER BUSINESS OF THE ISSUER MARKETS AND SECTOR ENVIRONMENT SELECTED FINANCIAL INFORMATION OF THE ISSUER TAXATION SUBSCRIPTION AND SALE INDEX TO THE ANNEXES STATEMENT PURSUANT TO COMMISSION REGULATION (EC) NO 809/

7 SUMMARY OF THE PROSPECTUS The following summary should be read as an introduction to this Prospectus, and any decision to invest in the Bonds should be based on consideration of the Prospectus as a whole by the investor, including the risks of investing in the Bonds as set out in "Risk Factors". Civil liability will attach to Swietelsky in respect of this summary of the Prospectus, but only if it is misleading, inaccurate or inconsistent when read together with other parts of this Prospectus. Where a claim relating to the information contained in this Prospectus is brought before a court in a member state of the EU, the plaintiff may, under the national legislation of the state where the claim is brought, be required to bear the costs of translating this Prospectus before the legal proceedings are initiated. In the event that such legal proceedings are initiated before a court in Austria, a German translation of the Prospectus may be required, and the costs thereof will have to be borne initially by the plaintiff investor, who will be reimbursed for such costs, or parts thereof, by the other party or parties to the proceedings only if the plaintiff investor is successful in such proceedings. Words and expressions defined in "Terms and Conditions of the Bonds" shall have the same meanings in this section. Summary regarding the Issuer Issuer Swietelsky Baugesellschaft m.b.h., Edlbacherstraße 10, 4020 Linz, Austria, registered with the Austrian companies register under FN 83175t. Business Activity of the Issuer Swietelsky is active in all sectors of the construction business, including inter alia the construction of roads, bridges, tunnels, railways, commercial and residential buildings, sports and recreation facilities, plazas and public spaces, structural engineering, underground engineering and construction, including subway stations and garages. Construction in mountainous terrains, environmental technologies, as well as production of asphalt and concrete are further business areas of Swietelsky. Swietelsky and its group companies are mainly active in Austria, Germany and Italy, Great Britain as well as in the Central and South Eastern European countries. Subsidiaries are located in Austria (in all provinces), Germany, Hungary, Czech Republic, Slovakia, Poland, Croatia, Italy, Romania, Great Britain and Serbia. 7

8 Key Financials The key financials are described in detail under the caption "Selected Financial Information" (page 72 et seq). (in EUR million) 1/4/2005 to 31/3/2006 1/4/2006 to 31/3/2007 Output volume 1, ,277.1 Revenues ,183.7 Equity Cash flow (from operating activities) EBIT Margin (in %) EBT ROCE (in %) ROE (in %) EAT Source: Annual consolidated financial statements for the business years ending 31 March 2006 and 31 March 2007 prepared in accordance with IFRS; all figures provided herein have been audited or derived from audited figures. Summary regarding the Bonds Issuer Swietelsky Baugesellschaft m.b.h. Issue Size 50,000,000 Denomination EUR 1,000 Increase of the Offer Issue Price The total amount may be decreased or increased by the Issuer up to a total amount of EUR 70,000,000. The issue price of the Bonds will be. The Issue Price is expected to be between 97 per cent and 103 per cent of the principal amount. Issue Date 16 November 2007 Sole Lead Manager or Manager Reasons for the Offer and Use of Proceeds Term Ranking of the Bonds Erste Bank der oesterreichischen Sparkassen AG. The Issuer intends to use the net proceeds of the issue of the Bonds for general corporate purposes in line with its strategy and strengthening its capital base. The Bonds are perpetual and have no scheduled maturity. The Bonds will rank (i) junior to all current and future unsubordinated and subordinated liabilities of the Issuer, (ii) pari passu with each other and with any Parity Securities (as 8

9 defined in the Terms and Conditions of the Bonds) of the Issuer, and (iii) senior to the Issuer's ordinary shares and any other class of share capital, including non-voting preference shares (if any) of the Issuer. Remuneration Optional Deferral of Remuneration Subject to the limitations as described below under "Optional Deferral of Remuneration" and as described in more detail in the Terms and Conditions of the Bonds, remuneration on the Bonds accrues from and including the Issue Date up to and excluding 16 November 2012 (the Step-Up Date) at a rate of per cent p.a., payable annually in arrears on 16 November in each year, commencing on 16 November 2008 and from and including the Step-up Date at a rate equal to three-month Euribor plus per cent, payable quarterly in arrears on 16 November, 16 February, 16 May and 16 August in each year. The Issuer shall have the right to defer Remuneration Payments (as defined in the Terms and Conditions of the Bonds) on the Bonds on a Remuneration Payment Date (as defined in the Terms and Conditions of the Bonds) if none of the following events has occurred in the 12 month period immediately preceding the relevant Remuneration Payment Date: (a) (b) (c) (d) a dividend or other distribution or payment was declared or made in respect of any ordinary shares of the Issuer; a payment or other distribution has been made on any Parity Securities treated as Equity or Junior Securities treated as Equity (all such terms as defined in the Terms and Conditions of the Bonds); the Issuer or any of its subsidiaries has redeemed, repurchased or otherwise acquired any of its ordinary shares (unless this occurs in connection with any present or future stock option plan), Junior Securities or Parity Securities (all such terms as defined in the Terms and Conditions of the Bonds); and (A) the Issuer's annual audited consolidated financial statements for its most recently completed business year are determined showing a difference of Capital Expenditure less Depreciation being more than EUR 10,000,000, or (B) the Paying Agent receives a certificate from the Issuer's auditors to the effect that the condition in sub-clause (A) above is satisfied (all such terms as defined in the Terms and Conditions of the Bonds). Deferred Remuneration Payments will not bear interest. 9

10 Deferred Remuneration Payments may be paid at any time at the discretion of the Issuer and must be paid (i) immediately following a Mandatory Payment Event (which are each of the events mentioned above in (a) to (d)), (ii) on the due date for redemption of the Bonds, or (iii) upon institution of insolvency proceedings in respect of the Issuer. Redemption at the Option of the Issuer The Issuer may redeem, in whole but not in part, the Bonds on the Step-Up Date or on any Floating Remuneration Payment Date (as defined in the Terms and Conditions of the Bonds) thereafter at par plus accrued remuneration. Upon loss of tax deductibility or loss of IFRS equity treatment the Issuer may redeem the Bonds at an amount calculated as the greater of the principal amount of the Bonds and the Make- Whole Amount of the Bonds plus accrued remuneration until the date of redemption. In case of a grossing-up obligation for withholding taxes the Issuer may redeem the Bonds prior to the remuneration payment date occurring in October 2012, at par plus accrued remuneration. The Issuer shall not be entitled to redeem the Bonds if any Arrears of Remuneration remain outstanding. (all such terms as defined in the Terms and Conditions of the Bonds). Change of Control Step-Up If any person or persons, acting in concert or any person or persons acting on behalf of such person(s), at any time directly or indirectly acquire(s) more than 50 per cent of the shares of the Issuer (other than a direct or indirect acquisition of shares by a person or an entity who at the time of the Offering directly or indirectly holds a share in the Company or by a private foundation (Privatstiftung) controlled by such a person or entity), the Issuer may at its sole discretion elect to (i) obtain, within six months following the Change of Control, an Issuer's senior credit rating from one or more senior credit ratings by of either Moody's Investor Services, Inc. of at least Baa3, Standard & Poor's Rating Services a division of The McGraw-Hill Companies, Inc. of at least BBB-, or Fitch Ratings Ltd of at least BBB- or their respective successor companies and each such rating assigned as a sponsored rating by either of the Rating Agencies shall be at least "BBB-" in the case of Standard & Poor's and Fitch and "Baa3" in case of Moody's (each an "Investment Grade Rating") or (ii) redeem the Bonds, in whole but not in Part at their Early Redemption Amount (Change of Control call right). If the Issuer does not obtain a credit rating as defined above 10

11 within six months following the Change of Control and does not decide to redeem the Bonds, the rate of remuneration of the Bonds will step up by further 500bps. Taxes Negative Pledge Cross Default Paying Agent Listing Governing Law Jurisdiction International Securities Identification Number (ISIN) All payments in respect of the Bonds will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of the Republic of Austria or any of its political subdivisions or authorities that has power to tax unless such withholding or deduction is required by law. In such event, the Issuer will pay such additional amounts as shall be necessary in order that the net amounts received by the Bondholders (as defined in the Terms and Conditions of the Bonds) after such withholding or deduction shall equal the respective amounts of principal and remuneration which would otherwise have been receivable in respect of the Bonds without such withholding or deduction, subject to customary exceptions as set out in the Terms and Conditions of the Bonds. Austrian withholding tax (Kapitalertragsteuer) does not constitute a tax for which the Issuer is obliged to pay additional amounts. The Terms and Conditions of the Bonds do not contain a negative pledge provision. The Terms and Conditions of the Bonds do not contain a cross default provision with respect to other obligations of the Issuer. Erste Bank der oesterreichischen Sparkassen AG. Application has been made to the Vienna Stock Exchange for the Bonds to be admitted to the Second Regulated Market (Geregelter Freiverkehr). The Bonds are governed by Austrian law. Non-exclusive place of jurisdiction for any legal proceedings arising under the Bonds is Vienna, Austria. AT0000A07LU5 Summary regarding Risk Factors Risk Factors The Issuer and the Bondholders are subject to a number of risks which in case they materialise could have a material adverse effect on the Issuer's business, results of operations and 11

12 financial condition and the value of the Bonds. The risks are described in detail under the caption "Risk Factors" (page 14 et seq). The risks are, inter alia, the following: Risks regarding the Issuer and its business activities: Competition in the industry Anti-trust risks Calculation and pricing of construction projects, in particular lump sum pricing risk Dependency on economic conditions Penalties and delays in payment Seasonal fluctuations Availability of skilled labour Tax risk Dependency on key personnel Expected growth Risks associated with the acquisition of other businesses Lack of controlling interest in some companies through which the Issuer conducts its business Financial and other covenants under certain credit facilities Liquidity and financing International business Use of proceeds from the issue of the Bonds Dependency on subcontractors and contractual partners Dependency on supply market Restrictive statutory provisions Liability risks and other legal risks Appropriate risk management Guarantees by the Issuer Capital market activities Dependency on certain customers, including governments funding infrastructure projects Dependency on public spending Interest rate risk Currency risk Capital requirements Risk of changing taxation Risks regarding the Bonds: The Bonds have no stated maturity Payments of remuneration under the Bonds may be deferred at the election of the Issuer Claims under the Bonds are junior subordinated Early redemption and reinvestment risk The Issuer may incur additional indebtedness ranking senior and/or pari passu with the Bonds No express events of default and cross default clauses exist Fixed rate securities are exposed to specific market risks 12

13 Floating rate securities may suffer a decline in remuneration rate Risk of changing interest rates Public market for Bonds and uncertainty of price development Illiquid markets 13

14 RISK FACTORS GENERAL Prospective investors should consider carefully the risk factors described below and the other information contained in this Prospectus prior to making any investment decision with respect to the Bonds. These issues and points raised could lead to the Issuer's results in future reporting periods being below the expectations of analysts and investors which could in turn cause a decline in price of the Bonds. It is not even possible to entirely preclude a complete loss of the capital invested. The following investment considerations and risk factors constitute the main risks in the opinion of the Issuer, however, they are not exhaustive. Words and expressions defined in "Terms and Conditions of the Bonds" shall have the same meanings in this section. If not stated otherwise in the context of the risk factors set out below, all references to the Issuer made hereinafter also include other companies of the Swietelsky Group. RISKS REGARDING THE ISSUER AND ITS BUSINESS ACTIVITIES Competition in the industry The Issuer operates in a variety of local and international markets, with many factors affecting the competitive environment which the Issuer faces in these markets. These factors include the number of competitors operating in a specific market, the pricing policies of such competitors, their market penetration, the pre-existing relationships with customers or customers' prior experience with specific contractors, a track record of being able to complete construction projects on time, financial strength (including key financial data which are prerequisites in certain bidding processes), the total production capacity serving the market, up to-date technology in terms of construction methods and equipment, market entry barriers (which are low in certain business segments of the Issuer), and the proximity of natural resources, as well as general economic conditions and demand within the market. Each of these factors or a combination thereof has a bearing on the competitive environment in the markets in which the Group operates and may have a material adverse impact on the demand for its products and services and on its market share. Also, the implementation of construction projects under certain legal structures entails additional risks on top of project completion risks. In particular, this holds true in the infrastructure business segment, where major projects are increasingly financed by public-private-partnerships ("PPP"). In the typical PPP scenario - the government assigns responsibility for constructing and operating a piece of infrastructure, such as a highway, to a company but retains regulatory control and ownership. In a particular type of PPP arrangement referred to as build-operate-transfer ("BOT"), a public sector entity grants a concession to a private company, which undertakes to construct, finance and operate a piece of infrastructure over the period of the concession before finally transferring the facility, at no cost to the government, as a fully operational facility. The return on investment in such projects depends on the duration of the concession, on the amount of usage revenues collected, the debt service costs and other factors. Thus in addition to the risk of failure of a 14

15 construction project as such, the Group is exposed to risks involved in the operation of infrastructure projects in the long term, which may materially and adversely affect its results of operations. Anti-trust risks In the construction industry's recent past, a number of anti-trust investigations by relevant authorities have been carried out on both national and international levels. The Group has been the subject of such investigations but was never indicted. This however does not guarantee that in the future, and notwithstanding the ethical standards the Group seeks to follow, that such an indictment does not take place. This risk is high in situations where the Group is participating in private and public procurement procedures among a limited number of competitors. In such situations there is always a risk that the relevant authorities, competitors, or contractors suspect the existence of illegal agreements between market participants, which restrict competition, and accordingly institute proceedings or investigations against them. In case this happens, this may have a materially adverse impact on the Issuer's reputation, business, financial condition and results of operations. It should be noted that currently a broad investigation is being conducted in Hungary on all market participants in the field of road construction. Calculation and pricing of construction projects, in particular lump sum pricing risk The calculation and pricing of projects, in particular lump sum projects and functional tendering procedure projects (funktionale Ausschreibung) expose the Issuer to significant risks. Because the margins achieved on most such projects are relatively low, a small number of such loss-making projects could have a significant effect on the Issuer's overall results. Dependency on economic conditions The financial performance of the Issuer depends heavily on infrastructure, commercial and to some degree residential construction activity and spending levels. The construction activity and spending levels vary across the Issuer's markets and generally tend to be cyclical, especially in mature economies. The construction industry is sensitive to interest rates and the economic situation of specific countries/markets as well as other factors outside the Group's control. Economic downturns may lead to recessions in the construction industry, either in individual markets or globally, and construction spending may fall even in growing economies. The Group may thus be affected significantly by global downturns or downturns in one or more of its significant markets. Penalties and delays in payment The Issuer is engaged in a large number of projects and is, in particular in the case of major projects, under an obligation to pay penalties for delayed performance. Furthermore, many major projects are subject to long decision-making processes and implementation procedures. These circumstances add to the fact that closing and thus final payments for such projects are often being delayed because of external factors which cannot be influenced by the Issuer notwithstanding the fact that the Issuer is required to provide its 15

16 services, and incur costs in advance. This skews cash flows and financial results and may adversely affect the Issuer's financial, business and operational results. Seasonal fluctuations The Issuer is subject to fluctuations in construction activity caused by the weather and seasonal influences. Construction activity decreases substantially during periods of cold weather, snow or heavy or sustained rain. Consequently, demand for construction services is significantly lower during the winter in the markets where the Issuer is active. However, even during the better weather season, high levels of rainfall can adversely impact the operations of the Issuer. Accordingly, seasonal patterns and adverse weather conditions can materially adversely affect the results of operations of the Group, particularly if such conditions occur with unusual intensity, during abnormal periods, or last longer than usual. Availability of skilled labour The construction industry in Europe faces an increasing shortage of skilled workers. In Central and Eastern Europe, particularly in Poland, the problem is amplified by the fact that since the enlargement of the EU, many construction workers have relocated to countries that offer higher wages. Consequently, competition among the construction companies for skilled labour is intense and may result in both a deterioration of quality of services provided and an increase in labour costs. Occasionally, entire teams of construction personnel decide to accept offers from competitors, which typically has a significant negative impact on the completion of affected ongoing construction projects. A continued and lasting shortage of skilled personnel, may materially and adversely affect the Group's ability to further pursue its growth strategy. Tax risk Austrian companies are subject to regular audits by the tax authorities adjusting, when necessary, the taxes due. The Austrian Federal Fiscal Procedures Act (Bundesabgabenordnung) provides in sec 148(3) that a period that has already been audited once may not be audited again, except in specifically listed cases. The last audit of the Issuer by the tax authorities included the period until March 2004 and settled all outstanding matters. The Issuer is of the opinion that complete and correct tax declarations have since been submitted, but cannot guarantee that taxes could not be assessed differently, especially concerning corporate restructuring or accrued liabilities. As a result tax statements could be changed and additional tax could be demanded which could have a material adverse effect on the Issuer's financial condition. Dependency on key personnel A key factor in the successful economic development of the Issuer is the technical know how as well as market knowledge of its management and key personnel. The loss of management personnel or key personnel could have a material adverse effect on the Issuer's business, results of operations and financial condition. This negative influence could only be compensated if within appropriate time the Issuer could hire under equivalent conditions equally qualified key personnel. 16

17 Expected growth The Issuer's management intends to foster further growth by expanding its existing fields of business. In order to be in a position to deal with this expected growth it will become necessary for the Issuer to assess new services, control and monitor activities and costs, maintain effective quality assurance and extend internal management, technical and cost control systems. In case the Issuer is not able to meet these challenges, the expected growth could have negative effects on the financial, managerial and corporate resources and on the Issuer's business, results of operations and financial condition. Risks associated with the acquisition of other businesses The Issuer's growth strategy may include the acquisition of new businesses and the integration thereof into its organisation and operations. Synergies from recent and future acquisitions may however prove to be less than originally expected, thereby diminishing their values. Also, acquisition candidates may have liabilities or adverse operating issues, which the Issuer may fail to discover prior to the acquisition. These risks could be compounded if these acquisitions are financed through additional debt, which increased the Issuer's debt burden. Furthermore, acquisition targets may either not be available or the Issuer may fail to successfully complete acquisitions due to competition from other construction companies. Consequently, the Issuer's ability to pursue its growth strategy may be impaired thereby preventing it from achieving its planned operation results. Lack of controlling interest in some of the companies through which the Issuer conducts its business The Issuer does not have a controlling interest in some of the companies through which it conducts its business and may make future investments in companies in which it will not have a controlling interest. Some key matters, such as the approval of business plans and the timing and amount of cash distributions, require the consent of the other shareholders or may be approved by the other shareholders without the consent of the Issuer. Consequently, the strategy of such companies may not always be aligned with the Issuer's interests. These and other limitations arising from investments in companies the Issuer does not control may prevent the Issuer from achieving its objectives for these investments. Furthermore, actions by minority investors whose interests are not always aligned with the Issuer's may adversely impact the operating and financial strategies planned by the Group for these companies. This could have a materially adverse impact on these companies/businesses, which in turn will affect the Issuer. Financial and other covenants under certain credit facilities The Group is party to several credit facility agreements that restrict its ability to engage in certain activities, including its ability (subject to certain exceptions) to incur liens or encumbrances, incur additional indebtedness or guarantee obligations in excess of certain thresholds, dispose of a material portion of assets, effect material acquisitions, engage in a merger with a third party or pledge accounts receivable. If the Group fails to meet the terms of these covenants or of any other restrictions contained in the credit facility agreements, an event of default could occur, which could result in the acceleration of some or all of the Group's outstanding indebtedness causing such 17

18 debt to become immediately due and payable. If such acceleration occurs, the Group may not be able to repay such indebtedness on a timely basis which could have a material adverse effect on its business operations and, in the worst case, lead to its insolvency. Liquidity and financing The Group has a significant need for liquidity and financing, which until now, were primarily covered by cash flow from operations and through bank loans and corporate bonds. Further, the Issuer has taken out various facilities permitting the issuance of letters of guarantee for various purposes (e.g., bid bonds, performance bonds). To the extent that the Issuer's cash flow from operations is insufficient, the Group may require additional financing. The Group's ability to obtain such financing on economically favourable terms in the future will depend in part upon prevailing capital markets conditions, particularly interest rate levels, conditions imposed on its business and operating results and credit ratings. If adequate funds are not available on acceptable terms or at all, the Group may not be able to make future investments, acquire businesses, pursue other opportunities or respond to competitive challenges which could have a materially adverse impact on its business. International business The Issuer and its group companies are mainly active in Austria, Germany and Italy, Great Britain as well as in the Central and South Eastern European countries. Subsidiaries are located in Austria (in all provinces), Germany, Hungary, Czech Republic, Slovakia, Poland, Croatia, Italy, Romania, Great Britain and Serbia. Due to this regional focus and planned expansions, the business activities of the Issuer are subject to higher risks which are normally associated with international business activities. Such risks arise out of the necessary restructuring and the expansion of corporate infrastructure, different legal frameworks, economic systems, concession requirements, limitations of liability as well as currency risks. These risks could have a material adverse effect on the Issuer's business, results of operations and financial condition. Use of proceeds from the issue of the Bonds The Issuer intends to use the net proceeds of the issue of the Bonds for general corporate purposes, including the strengthening of its financial position. However, the use of the funds obtained from the Offering is at the sole discretion of the Issuer's management board. If the Issuer fails to efficiently apply these funds, this could have a material adverse effect on the Issuer's business, results of operations and financial condition. Dependency on subcontractors and contractual partners As a construction company the Issuer often needs to cooperate with subcontractors and contractual partners. The Issuer is subject to the risk that some subcontractors and/or contractual partners render their services inadequately or not in a timely manner. Such subcontractors and/or contractual partners may become insolvent during their engagement resulting in a delay of the completion of construction projects. In that case the Issuer could lose customers or the further growth of the Issuer could be impaired. This could have a material adverse effect on the Issuer's business. 18

19 Dependency on supply market The Issuer depends on the supply market to secure construction and raw materials such as cement, sand, gravel, reinforcing bars and bitumen (the later accounting for approximately 50 per cent of asphalt costs). The cost of such construction materials as well as any increases of the costs thereof can usually be passed on to the customers. However, should the Issuer for any reason, not be in a position to pass such costs on to customers, the Issuer may be forced to bear these increased costs and this could have a material adverse effect on the Issuer's business. Restrictive statutory provisions The Issuer's business activities are subject to a number of strict statutory provisions relating inter alia to the protection of the environment, including waste treatment and the handling and disposal of hazardous materials. These regulations entail considerable expenses which are normally included in project costing. Also, environmental awareness is rising in Europe and rejection of major projects by action groups and ecological groups can delay planned construction projects or stop construction projects for which the required permissions have already been obtained. In addition to numerous other statutory provisions, public procurement laws apply to many projects the Issuer and its group companies are seeking to participate in. Potential conflicts in such projects could impair the prospects of success for the participation in such major projects. An increase of costs necessary to abide by statutory provisions, the impairment or prevention of the planning and performance of construction projects for ecological reasons, or public procurement procedures with a disadvantageous outcome may result in additional expenditures for the Issuer. Liability risks and other legal risks The Issuer regularly takes out insurances to the extent necessary for the company to be insured against typical liability risks which are usually connected to the services of the Issuer. However, it cannot be excluded for the future that the Issuer will not be subject to claims for damages which are not insurable or not covered (completely or partly) by existing insurances. This could have a material adverse effect on the Issuer's business, Appropriate risk management The Issuer's risk management system is designed to assist with the assessment, avoidance and reduction of risks which could jeopardize its business. However, despite the risk management system in place, there can be no assurance that violations of internal guidelines, applicable law or criminal acts by employees or third parties retained by the Issuer such as subcontractors or consultants and their employees can be entirely prevented. If the Issuer's risk management system does not achieve its objectives or if the Issuer's internal organizational, information, risk monitoring, and risk management systems are inadequate, corporate or administrative failures or illegal activities could occur or wrong decisions could be made, which in turn could have material adverse effects on the Issuer's reputation. 19

20 Guarantees by the Issuer The Issuer has in the past issued guarantees for related companies. As of 31 March 2007, the Group has assumed sureties and guarantees in an amount totalling approximately EUR mn (Sources: Annual consolidated financial statements as of 31 March 2007 pursuant to IFRS). Should these companies not fulfil their obligations, the obligations under the guarantees would have to be fulfilled by the Issuer. This could have a material adverse effect on the Issuer's business and financial condition. Capital market activities The Issuer has the possibility to raise additional funds from the capital market. However, the Issuer has not yet planned any such steps. When accepting additional funds from the capital market the risk remains that the Issuer's success lags behind the expectations. The repayment of obligations could therefore fall short and the market price of the Issuer's securities could develop negatively. This could have a material adverse effect on the Issuer's business. Dependency on certain customers, including governments funding infrastructure projects Companies and governments of countries that regularly award construction contracts could restrict or suspend awarding contracts to the Issuer due to political or other considerations. The construction industry generally is to some extent dependent on the amount of infrastructure work funded by various governmental agencies which, in turn, depends on the condition of the existing infrastructure in the relevant countries, the need for new or expanded infrastructure and federal, state or local government spending levels. In the new EU member states, the Issuer partly depends on the extent to which infrastructure programs are funded by the EU. The award of contracts by contracting authorities is furthermore subject to uncertainties as a result of restricted or altered, budgets, the participation in costly tender procedures with uncertain outcome, bureaucracy and corruption. A decrease in government funding of infrastructure projects could decrease the number of construction projects available and limit the Issuer's ability to obtain new contracts, which could reduce revenues and/or profits. Dependency on public spending More than 50 per cent of the Issuer's business in the business year 2006/2007 was rendered for public authorities. Saving measures and budgetary restrictions may affect the order book of the Issuer and could have a material adverse effect on the Issuer's business, results of operations and financial condition. Interest rate risk The expansion of Swietelsky's business activities in the ordinary course of its business requires additional debt financing of assets, resources, investments and acquisitions. The present debt structure of the Issuer includes both fixed and floating interest obligations. After completion of the Offering, the debt financing structure of the Issuer is expected to consist of about 40 per cent fixed and 60 per cent floating interest rate financing. However, the composition of the debt financing structure varies significantly during the course of a business year of the Issuer. An increase of the interest rate level may therefore have a 20

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