UBS Group AG 6-K, filed Nov 9, 2023
UBS Group AG (UBS)
6-K
2023-11-09
For: 2023-11-09
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Added on
April 08, 2026
About this 6-K
UBS Group AG filed this 6-K on November 9, 2023.
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
☒
☐
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 2023. 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