DGAP-News: Powerland AG / Key word(s): Share Buyback
Powerland AG: Resolution on share buyback
23.07.2013 / 10:46
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On July 15, 2013 the Board of Powerland AG has passed the following
resolution with the consent of the Supervisory Board:
Preamble
The Annual General Meeting of Powerland AG on June 20, 2012 has authorized
the company to purchase own shares. The authorization is limited to a
purchase of own shares with an equivalent amount in the share capital of up
to a total of EUR 1,500,000.00 and applies until June 19, 2017. The
authorization may be exercised in whole or in part, once or several times,
by the company or by third parties instructed by the company. The purchase
of own shares shall be effected through the stock exchange or by means of a
public buyback offer addressed to all shareholders in the company.
The Management Board of Powerland AG is of the opinion that the economic
base for the purchase of own shares is in place.
Therefore, the company has decided to use in future part of their cash to
acquire own shares in the medium term to finance acquisitions or to attract
strategic investors. The investment is subject to the market environment
and on the basis of the stipulations of the authorization by the Annual
General Meeting.
On the basis of the German and European capital market regulations which
are relevant in view of the company's listing on the German stock exchange,
in particular the German regulation for the implementation of a prohibition
on engaging in market manipulation (MaKonV), the Management Board resolves
as single future basis for the purchase of own shares via the stock
exchange the following
Share Buyback Programme
under consideration of the mentioned capital market regulations:
Share Buyback Conditions
§ 1 Term
The own shares may be purchased on the basis of this resolution from July
25, 2013, provided that this resolution has been previously published
pursuant to § 7, until December 31, 2013.
§ 2 Scope
From July 25, 2013 Powerland AG will acquire a maximum of 1,500,000 own
shares on the basis of this resolution.
§ 3 Purpose of the purchase
The purchase of own shares shall be effected in accordance with the
resolution of the Annual General Meeting dated June 20, 2012, in order to
either i) withdraw these shares and reduce the share capital accordingly,
ii) offer and transfer these shares to holders of options in fulfillment of
their rights arising from the Share Option Programme 2011, iii) use for the
financing of possible acquisitions of businesses or business units, iv)
sell these shares at a price not significantly below the stock exchange
price in compliance with Sec. 186 para. 3 sentence 4 German Stock
Corporation Act (AktG), v) offer and transfer these shares to employees of
the company or group companies, vi) offer and transfer these shares to
third parties as strategic partners of the company or group companies. As
these purposes are not listed in Art. 3 of Regulation (EC) No. 2273/2003 of
the European Commission dated December 22, 2003 regarding the adoption of
measures necessary for the implementation of Directive 2003/6/EC of the
European Parliament and of the Council (exemptions for buy-back programs
and share price stabilisation measures) and therefore are not privileged
acquisitions, which according Sec. 14 para. 2 and Sec. 20a para. 3 of the
German Securities Trading Act (WpHG) and Sec. 5 of the German regulation
for the implementation of a prohibition on engaging in market manipulation
(MaKonV) in compliance with the provisions of the mentioned EU-regulation,
do not constitute an infringement of the rules regarding the prohibition of
insider dealings and the prevention of market manipulation, the
requirements regarding the prohibition of insider dealings and the
prevention of market manipulation shall be complied with.
In order to prevent any market manipulation Powerland AG will comply with,
among others, Artt. 4-6 of the mentioned EC-Regulation regarding the
acquisition of own shares.
§ 4 Purchase price
Powerland AG shall buy own shares only in accordance with the regulations
of Sec. 5 (Trading Conditions) of the EC-Regulation mentioned in § 3.
This means in particular that Powerland AG shall not buy shares at a price
which is above the most recent independent trade or, should this be higher,
above the most recent independent offer on the regulated market on which
the purchase is taking place. If the trading venue is not a regulated
market, the price of the last independent trade or the highest current
independent bid on the regulated market on which the own shares are trade,
has to be considered as reference price. Purchases of own shares through
derivative financial instruments will not be made.
The purchase price per own share will in no event be above EUR 8.00.
§ 5 Volume of Buyback
In acordance with Art. 5 para. 2 of the EC-Regulation mentioned in § 3
Powerland AG will not buy more than 25 % of the average per day trading
volume in shares of the company on the regulated market on which the
buyback is carried out on one day. In this regard, the average trading
volume in the last 20 trading days before the date of the transaction shall
be relevant. In case of extraordinary low liquidity Powerland AG may
acquire up to 50 % of the average per day trading volume in accordance with
Art. 5 para. 3 of the EC Regulation mentioned in § 3.
§ 6 Insider Regulations
The buyback of own shares may only be carried out in case it does not lead
to a violation of sec. 14 WpHG.
In particular, a buyback of own shares may not be carried out according to
this program before Powerland AG has postponed the disclosure of insider
information according to statutory provisions (Art. 6 para. 1 lit. c) of
the EC-Regulation mentioned in § 3).
Further, during the time of this program no sale of own shares will be
carried out via the stock exchange (Art. 6 para. 1 lit. a) of the
EC-Regulation mentioned in § 3).
§ 7 Publicity
This program will be published in accordance with § 3a para. 1 sent. 1
WpAIV and on the website of Powerland AG.
Every buyback transaction will be published on the website of Powerland AG
within seven trading days after it has been carried out on the respective
regulated market.'
Powerland AG
End of Corporate News
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23.07.2013 Dissemination of a Corporate News, transmitted by DGAP - a
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Language: English
Company: Powerland AG
Lyoner StraÃe 14
60528 Frankfurt am Main
Germany
Phone: +49 69 - 66554-459
Fax: +49 69 - 66554-276
E-mail: ir@powerland.ag
Internet: www.powerland.ag
ISIN: DE000PLD5558
WKN: PLD555
Listed: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, München,
Stuttgart
End of News DGAP News-Service
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222434 23.07.2013
DGAP-News: Powerland AG: Resolution on share buyback
| Source: EQS Group AG