EANS-Adhoc: AGRANA Beteiligungs-AG / AGRANA Beteiligungs-Aktiengesellschaft commences cash capital increase with secondary offer of existing AGRANA shares by Südzucker AG

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Disclosed inside information pursuant to article 17 Market Abuse Regulation
(MAR) transmitted by euro adhoc with the aim of a Europe-wide distribution.
The issuer is solely responsible for the content of this announcement.
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Capital measures/Cash capital increase with secondary offer of
existing shares 31.01.2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN

AGRANA Beteiligungs-Aktiengesellschaft commences cash capital
increase with secondary offer of existing AGRANA shares by Südzucker
AG. Offering amounts to a total of up to 1,920,204 or, upon possible
increase by Südzucker AG, to a total of up to 2,120,204 AGRANA
shares.

- Subscription ratio in the cash capital increase of 10:1 and issue
of in aggregate up to 1,420,204 new AGRANA shares, whereof up to
1,316,720 new AGRANA shares will be offered in an institutional
pre-placement. - In the institutional pre-placement, Südzucker AG
offers up to 500,000 AGRANA shares currently held directly by it. In
case of sufficient demand, Südzucker AG may increase its offering by
additional 200,000 AGRANA shares to a total of up to 700,000 AGRANA
shares. - Z&S Zucker and Stärke Holding AG and Südzucker AG waive all
their subscription rights relating to AGRANA shares to increase the
free float. The corresponding new AGRANA shares will be offered in
the institutional pre-placement together with the AGRANA shares
offered by Südzucker AG. Thus the institutional pre-placement amounts
to a total of up to 2,016,720 AGRANA shares (including the possible
upsize alternative by Südzucker AG). - The subscription period for
AGRANA free float-shareholders entitled to subscribe for up to
103,484 new AGRANA shares is expected to commence on 2 February 2017.
- The offer price for all AGRANA shares offered will be determined in
the institutional pre-placement and is expected to be published on 1
February 2017.

AGRANA Beteiligungs-Aktiengesellschaft,
Friedrich-Wilhelm-Raiffeisen-Platz 1, 1020 Vienna, ("AGRANA") today
commences a cash capital increase of in aggregate up to 1,420,204 new
AGRANA shares (ISIN AT0000603709). The relevant board resolutions
have been passed today. The new AGRANA shares, which carry dividend
rights starting with the financial year 2016/17, will be issued in
the course of a capital increase from authorized capital in two
tranches, thus maintaining shareholder subscription rights.

In the course of the first tranche of the capital increase, up to
1,316,720 new AGRANA shares, in respect of which Z&S Zucker and
Stärke Holding AG and Südzucker AG ("Südzucker"), AGRANA's core
shareholders (the "Core Shareholders") have waived their subscription
rights in advance to increase free float, will be offered for
purchase to selected institutional investors in private placements
outside the United States of America together with existing AGRANA
shares directly held by Südzucker (the "Institutional
Pre-Placement").The Institutional Pre-Placement which commences
today, comprises a total of up to 1,816,720 AGRANA shares, including
up to 1,316,720 new AGRANA-shares and up to 500,000 AGRANA shares
directly held by Südzucker (the "Base Shareholder Offer Shares"). If
there is sufficient demand, Südzucker may increase its offering by
additional 200,000 shares to a total of up to 700,000 AGRANA shares
(the "Secondary Offer Shares").

Subsequently in the course of the second tranche of the capital
increase, AGRANA free float-shareholders are entitled to exercise
their subscription rights (the "Rights Offering"). In the Rump
Placement, which is expected to commence on 16 February 2017 and
which is expected to end on or about 16 February 2017, Base
Shareholder Offer Shares which were not placed in the Institutional
Pre-Placement and new AGRANA shares which were nor subscribed for in
the Institutional Pre-Placement and/or the Rights Offering, will be
offered to interested investors in the course of private placements
in and outside of Austria and outside of the United States of America
at the offer price (the "Rump Placement"). The final number of new
AGRANA shares will be determined upon completion of the Rump
Placement by AGRANA, Südzucker as well as the underwriting banks
Berenberg, BNP Paribas, Erste Group and Raiffeisen Bank International
(the "Underwriters") and will be published immediately.

The offer price for the new AGRANA shares and for the Secondary Offer
Shares will be determined on the basis of an accelerated
book-building procedure, taking into account then prevailing stock
exchange price of the existing AGRANA shares and is expected to be
published on 1 February 2017. This price will apply to the
Institutional Pre-Placement, the Rights Offering and the Rump
Placement (together the "Offering").

The subscription period during which AGRANA free float-shareholders
are entitled to subscribe for a total of up to 103,484 new AGRANA
shares is expected to commence on 2 February 2017 and to end on 16
February 2017. During the subscription period shareholders of AGRANA
holding existing shares on 1 February 2017, 23:59 Central European
Time and who have not waived their subscription rights may exercise
their subscription rights (ISIN AT0000A1TEP8) at the offer price. The
subscription rights will not be traded on a stock exchange. The
subscription ratio is 10 to 1, so that for each 10 existing AGRANA
shares held, 1 new AGRANA share may be subscribed for.

Trading of new AGRANA shares allocated in the Institutional
Pre-Placement in the prime market of the Vienna Stock Exchange is
expected to commence on 7 February 2017 while trading of new AGRANA
shares allocated in the Rights Offering and in the Rump Placement is
expected to commence on 22 February 2017, in each case subject to
registration of the capital increase in the companies' register. If
the capital increase is completely implemented, the share capital of
AGRANA will increase to a nominal amount of EUR 113,531,274.75 and
the number of shares will increase to 15,622,244.

The Core Shareholders who are holding a combined total of 92.7% of
all AGRANA shares prior to the Offering have waived their
subscription rights in order to increase the free float. Therefore,
it is expected that, following placement of all new AGRANA shares and
all Secondary Offer Shares in the Offering, their shareholding in
AGRANA will decrease to approximately 81.1% (excluding the possible
upsize alternative) or to approximately 79.8% (including the possible
upsize alternative).

Südzucker has committed to a market standard lock-up and in
particular agreed that it will not, within six months from
implementation of the capital increase, without the prior consent of
the Underwriters, sell any of its AGRANA shares or consent to any
increase in the AGRANA's share capital. Similarly, AGRANA has
committed, that it will not, without the prior consent of the
Underwriters, within six months from implementation of the capital
increase, submit a proposal for a capital increase to its
shareholders for resolution or exercise an authorization to increase
its share capital pursuant to its articles of association.

AGRANA intends to use the net proceeds from the issuance of the new
AGRANA shares to finance further profitable growth, including through
acquisitions. Furthermore, the Offering is intending to increase the
free float of AGRANA.

The prospectus for the Rights Offering in Austria has been approved
by the Austrian Financial Market Authority today. It is available in
electronic form on the internet site of AGRANA
(http://www.agrana.com/en/investor/the-agrana-share/ci2017) and in
printed form at the seat of AGRANA,
Friedrich-Wilhelm-Raiffeisen-Platz 1, 1020 Vienna free of charge
during usual business hours.

In connection with the Offering, Berenberg, BNP Paribas, Erste Group
und Raiffeisen Bank International are acting as Joint Global
Coordinators and Bookrunners.

This announcement is available in German and English at
www.agrana.com.

Legal Notice / Disclaimer:

These materials are not for distribution, directly or indirectly, in
or into the United States of America (including its territories and
possessions, any State of the United States and the District of
Columbia). These materials do not constitute or form a part of any
offer or solicitation to purchase or subscribe for securities in the
United States of America. The shares (the "Shares") in AGRANA
Beteiligungs-Aktiengesellschaft ("AGRANA") and the related
subscription rights mentioned herein may not be offered or sold in
the United States absent registration or an exemption from
registration under the US Securities Act of 1933, as amended (the
"Securities Act"). The Shares and the related subscription rights
have not been, and will not be, registered under the Securities Act
and will not be offered or sold in the United States, except on the
basis of applicable exemptions from the registration requirement.

This communication is directed only at persons (i) who are outside
the United Kingdom or (ii) who have professional experience in
matters relating to investments falling within Article 19 (5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended) (the "Order") or (iii) who fall within Article 49
(2) (a) to (d) ("high net worth companies, unincorporated
associations etc.") of the Order (all such persons together
hereinafter being referred to as "Relevant Persons"). Any person who
is not a Relevant Person must not act or rely on this communication
or any of its contents. Any investment or investment activity to
which this communication relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons.

This communication is only addressed to and directed in Member States
of the European Economic Area at persons who are "qualified
investors" the meaning of Article 2(1)(e) of directive 2003/71/EC as
amended.

This communication does not constitute a prospectus or an offer to
sell or a solicitation or invitation to buy any Shares or
subscription rights neither does it constitute a financial analysis
or advice or recommendation regarding any financial instruments. A
public offering of shares of AGRANA has not yet occurred. Any
subscription orders received at this stage will be rejected.

The public offering of the Shares in Austria will occur exclusively
by means and on the basis of the prospectus including any amendments
and supplements thereto, which has been approved by the Austrian
Financial Market Authority and prepared and published in accordance
with the provisions of the Austrian Capital Markets Act.

The prospectus has been published on the internet site of AGRANA
(http://www.agrana.com/en/investor/the-agrana-share/ci2017) and is
available in printed form at the seat of AGRANA,
Friedrich-Wilhelm-Raiffeisen-Platz 1, 1020 Vienna, free of charge
during usual business hours. There will be no public offering of the
Shares outside of Austria, in the United States or anywhere, and the
Shares will be offered outside of Austria exclusively in reliance on
applicable exemptions from prospectus or registration requirements.
Within Austria, the prospectus is addressed only to shareholders of
AGRANA.

Further inquiry note:
AGRANA Beteiligungs-AG

Mag.(FH) Hannes Haider
Investor Relations
Tel.: +43-1-211 37-12905
e-mail:hannes.haider@agrana.com

Mag.(FH) Markus Simak
Public Relations
Tel.: +43-1-211 37-12084
e-mail: markus.simak@agrana.com

end of announcement euro adhoc
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issuer: AGRANA Beteiligungs-AG
F.-W.-Raiffeisen-Platz 1
A-1020 Wien
phone: +43-1-21137-0
FAX: +43-1-21137-12926
mail: info.ab@agrana.com
WWW: www.agrana.com
sector: Food
ISIN: AT0000603709
indexes: WBI, ATX Prime
stockmarkets: Präsenzhandel: Berlin, Stuttgart, Frankfurt, official market: Wien
language: English

Original-Content von: AGRANA Beteiligungs-AG, übermittelt durch news aktuell