Deutsche Telekom AG / Disclosure pursuant to Article 4 (2) of Commission Regulation (EC) No. 2273/2003
06.08.2010 13:36
Dissemination of a Post-admission Duties announcement, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Deutsche Telekom AG, Bonn
- ISIN DE0005557508 -
- Securities identification code 555 750 -
Disclosure pursuant to Article 4 (2) of
Commission Regulation (EC) No. 2273/2003
Board of Management of Deutsche Telekom AG resolves
share buy-back for the purpose of reducing the capital stock through the
cancellation of treasury shares
The Board of Management of Deutsche Telekom AG, Bonn, ISIN DE0005557508,
resolved on July 27, 2010 to purchase shares of Deutsche Telekom AG on the
stock exchange up to a purchase price of EUR 400 million (excluding
transaction costs) for the purpose of reducing the capital stock through
the cancellation of treasury shares at the conditions listed below. Based
on the closing price of the shares in Xetra trading of EUR 10.255 on July
26, 2010, that equates to around 39 million shares, representing
approximately 0.9 percent of Deutsche Telekom AG's capital stock. Deutsche
Telekom AG is thus exercising the authorization granted by the
shareholders' meeting on May 3, 2010 to buy back treasury shares until
November 2, 2011 and to cancel the purchased shares. In any event, i.e.,
even if the whole amount of the purchase price of up to EUR 400 million is
not used, the share buy-back is limited to a maximum of 10 percent of
Deutsche Telekom AG's capital stock, corresponding to EUR 1,116,497,918.20
and, with the current denomination, a maximum of 436,131,999 shares.
In accordance with the Board of Management resolution on July 27, 2010, the
share buy-back will begin on August 10, 2010 (earliest possible acquisition
date) and be completed on December 31, 2010 (latest possible acquisition
date).
The purpose of the share buy-back is to reduce Deutsche Telekom AG's
capital stock, which will be achieved through the cancellation of the
repurchased shares on the basis of the authorization by the shareholders'
meeting on May 3, 2010 without a further resolution by the shareholders'
meeting being required for the cancellation. The economic objective is to
reduce Deutsche Telekom AG's balance sheet and improve financial KPIs such
as earnings per share.
The share buy-back will be carried out in compliance with the safe harbor
provisions of § 14 (2) and §20a (3) of the German Securities Trading Act
(Wertpapierhandelsgesetz - WpHG) in conjunction with Commission Regulation
(EC) No. 2273/2003 of December 22, 2003 implementing Directive 2003/6/EC of
the European Parliament and of the Council as regards exemptions for
buy-back programs and stabilization of financial instruments (hereinafter
referred to as the 'EC Regulation'). The share buy-back will be managed by
a financial institution that will decide on the timing of the purchase of
treasury shares at its own discretion, independently of and without
influence by Deutsche Telekom AG. Deutsche Telekom's right to terminate the
financial institution's mandate ahead of time and to block further share
buy-backs in accordance with the applicable legal provisions remains
unaffected.
The financial institution has pledged to Deutsche Telekom AG in particular
that when purchasing shares of Deutsche Telekom AG it will comply with the
specifications of the authorization granted by the shareholders' meeting on
May 3, 2010 as well as the conditions for trading set out in Article 5 (1)
and (2) of the EC Regulation.
The shares will be exclusively repurchased on the stock exchange via the
Xetra trading platform of Deutsche Börse AG (Frankfurt Stock Exchange). In
accordance with the authorization granted by the shareholders' meeting on
May 3, 2010, the consideration (excluding transaction costs) for the
buy-back of treasury shares on the stock exchange may not exceed by 5
percent or fall more than 5 percent below the market price of the share
determined by the opening auction of Deutsche Börse AG on the respective
trading day in Xetra trading. The maximum purchase price to be paid thus
amounts to 105% of the above-mentioned market price.
Furthermore, in accordance with the EC Regulation, the shares will not be
purchased at a price higher than the higher of the price of the last
independent trade and the last highest current independent bid on the
trading venues where the purchase is carried out.
In compliance with the EC Regulation, Deutsche Telekom AG will not purchase
more than 25 percent of the average daily volume of the shares in any one
day on the stock exchange on which the purchase is carried out. The average
daily volume figure is based on the average daily volume traded in the 20
trading days preceding the date of purchase.
Deutsche Telekom AG will regularly report on the transactions conducted in
accordance with § 14 (2) and § 20a (3) WpHG in conjunction with Article 4
(3) and (4) of the EC Regulation in conjunction with Article 20 (1) of
Council Directive 93/22/EEC of May 10, 1993 on investment services in the
securities field on its Web site (http://www.telekom.com) and make
published information available free of charge at company headquarters
(Deutsche Telekom AG, Investor Relations, Friedrich-Ebert-Allee 140, 53113
Bonn, Germany;
Tel.: +49 (0)228 181 -88880;
Fax: +49 (0) 228 181-88339;
E-mail: investor.relations@telekom.de).
06.08.2010 13:36 Ad hoc announcement, Financial News and Press Release distributed by DGAP. Medienarchiv at |[![CDATA[|[a href="http://www.dgap-medientreff.de"|]www.dgap-medientreff.de|[/a|]]]|] and |[![CDATA[|[a href="http://www.dgap.de"|]www.dgap.de|[/a|]]]|]
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Language: English
Company: Deutsche Telekom AG
Friedrich Ebert Allee 140
53113 Bonn
Deutschland
Internet: www.telekom.com
End of News DGAP News-Service
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DGAP-CMS: Deutsche Telekom AG: Disclosure pursuant to Article 4 (2) of Commission Regulation (EC) No. 2273/2003
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