6-K
UBS Group AG (UBS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 6-K
REPORT OF FOREIGN PRIVATE
ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Date: November 9, 2023
UBS Group AG
Commission File Number: 1-36764
(Registrants' Name)
Bahnhofstrasse 45, Zurich, Switzerland and
(Address of principal executive offices)
Indicate by check mark whether the registrants file or will file annual
reports under cover of Form
20-F or Form 40-
F.
Form 20-F
☒
Form 40-F
☐
This Form 6-K consists of the news release which appear immediately
following this page.
Investor Relations
Tel. +41-44-234 41 00
Media Relations
Tel. +41-44-234 85 00
UBS Group AG, News Release, 9 November 2023
Page 1
9 November 2023
Pricing of UBS Group AG Additional
Tier 1 instruments
UBS Group AG priced its first Additional Tier 1 instruments since the acquisition
of
Credit Suisse.
Zurich, 9 November 2023 – UBS Group AG priced
an offering of an aggregate of USD 3.5bn of Additional
Tier 1 capital notes on 8 November
- The offering comprised two tranches:
USD 1.75bn of 9.25%
perpetual notes redeemable at the option of UBS after
five years and USD 1.75bn of 9.25% perpetual notes
redeemable at the option of UBS after 10 years.
Each issue is a direct, unsecured, and subordinated obligation
of UBS Group AG.
The notes will qualify as Additional Tier
1 capital under Swiss law and, accordingly, are subject to write-down
upon occurrence of a Trigger Event or a Viability Event. The notes provide that, following
approval of a
minimum amount of conversion capital by
UBS Group AG's shareholders, upon occurrence of a Trigger Event
or a Viability Event, the notes will be converted
into UBS Group AG ordinary shares rather than be subject to
write-down. UBS Group AG believes that the conversion
feature more closely aligns the terms of its
Additional Tier 1 capital instruments
with current market practice.
Disclaimer
This announcement is intended solely for
information purposes and does not constitute
an offer of securities
for sale in the United States or any other jurisdiction.
No investment decision relating to securities
should be
made on the basis of this document. The Notes
and any ordinary shares that may
be delivered upon
conversion have not been, and will not be,
registered under the United States Securities
Act of 1933, as
amended (the “Securities Act”) or with
any securities regulatory authority of any
state or other jurisdiction in
the United States. The Notes and any ordinary
shares that may be delivered upon
conversion may not be
offered or sold in the United States absent
registration or an applicable exemption
from the registration
requirements of the Securities Act. There will
be no public offer of the Notes or any
ordinary shares that may
be delivered upon conversion in the United
States. This media release constitutes
neither an offer prospectus
nor a prospectus for admission to trading under
the terms of article 35 of the Swiss
Financial Services Act
(FinSA). This announcement is not for distribution,
directly or indirectly, in or into Australia, Canada, Japan or
South Africa. The publication of this media
release as well as the offer and sale of
securities may be subject to
restrictions in certain jurisdictions. Persons
who might come into possession of this
media release must inform
themselves about and comply with any applicable
legal or regulatory restrictions.
Investor Relations
Tel. +41-44-234 41 00
Media Relations
Tel. +41-44-234 85 00
UBS Group AG, News Release, 9 November 2023
Page 2
This announcement contains statements
that constitute “forward-looking statements,”
including, but not
limited to, statements relating to the terms
of our proposed securities offering. While
these forward-looking
statements represent our judgments and future
expectations concerning the development
of UBS Group’s or
any of its member’s business, a number of risks, uncertainties and other
important factors could cause actual
developments and results to differ materially
from our expectations. For a discussion
of the risks and
uncertainties that may affect UBS please refer
to the "Risk Factors" and other sections of
UBS’s most recent
Annual Report on Form 20-F, quarterly reports and other information furnished to or filed with the
US
Securities and Exchange Commission on Form 6-K.
UBS is not under any obligation to (and
expressly disclaims
any obligation to) update or alter its forward-looking
statements, whether as a result of new
information,
future events, or otherwise.
UBS Group AG
Media contact
Switzerland:
+41-44-234 85 00
www.ubs.com/media
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly
caused this report to be signed on their behalf by the undersigned, thereunto
duly authorized.
UBS Group AG
By: _/s/ David Kelly______________
Name:
David Kelly
Title:
Managing Director
By: _/s/ Kelsang Tsün_____________
Name:
Kelsang Tsün
Title:
Managing Director
Date:
November 9, 2023