RWE Aktiengesellschaft / Notice in Accordance with Art. 4 Para. 2 of the Directive (EC) No. 2273/2003
27.01.2009
Release of a Post-admission Duties announcement
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RWE Aktiengesellschaft decides Share Buyback Program and simultaneous Sale
of Treasury Shares in the Context of the Compensation of former
VEW-Shareholders
On January 26, 2009 the Executive Board of RWE AG passed a resolution to
buy back common shares in RWE AG (ISIN: DE0007037129) with a value of up to
EUR 180 million in the period from January 29, 2009 to no later than
February 28, 2009. The shares shall be used for fulfillment of a settlement
agreement concluded in the appraisal proceeding RWE/VEW. During the same
period RWE AG will sell treasury common shares in the value of up to EUR
180 million. On the basis of the current market price level this value
corresponds to a maximum purchase and selling volume of up to 3.2 million
common shares each.
The Executive Board is exercising the statutory authorization to purchase
own shares pursuant to Section 71 para. 1 no. 3 of the German Stock
Corporation Act (AktG) which is applicable analogously. According to
Section 71 para. 1 no. 3 AktG the Company is authorized to purchase own
shares inter alia in order to compensate shareholders after implementation
of a merger. The shares that shall be bought back shall be used to fulfill
obligations assumed by a settlement agreement dated December 22, 2008 that
was concluded in the appraisal proceeding after the merger RWE/VEW in 2000.
In order to fulfill all claims arising out or in connection with the merger
RWE AG has thereby assumed the obligation to provide the former outside
shareholders of VEW Aktiengesellschaft with a final compensation in the
amount of EUR 10.39 per VEW-share with a nominal value of DM 50 plus
interest accrued from December 30, 2000. Both the claim for compensation
and the claim for interest shall be fulfilled exclusively by delivery of
common bearer shares in RWE AG.
The buyback will be carried out on behalf and account of RWE AG through a
bank commissioned by the Company. The bank will decide on the timing of the
purchase of the shares and the purchase volume independently, without being
influenced by the Company. The buyback will be conducted via the stock
exchange as favourable as possible for RWE AG.
Furthermore, the bank is obliged to comply with the implementation
conditions of Articles 4 to 6 of the Directive No. 2273/2003 of the
Commission of December 22, 2003 (EC DIR) and all other relevant provisions.
In accordance with Article 5 para. 1 of the EC DIR, when determining the
purchase price, the bank may not exceed the share price quoted for the last
independent transaction on the relevant stock market or the highest current
independent bid. The higher value shall apply. In accordance with Article 5
para. 2 of the EC DIR the bank may not purchase more than 25% of the
average daily share turnover on the stock exchange on the day on which the
purchase takes place. The average share turnover shall be the average daily
trading volume of the twenty stock exchange trading days prior to the
purchase.
The transactions will be announced in a manner compliant with the
requirements of Article 4 para. 4 of the EC DIR no later than on the
seventh trading day following their conclusion. In addition, RWE AG will
provide regular updates on the progress of the share buyback program at
www.rwe.com.
The sale of the treasury shares will be carried out on behalf and account
of RWE AG through a further bank commissioned by the Company that is not
already commissioned with the above-mentioned share buyback. The bank will
decide on the timing of the sale of the shares and the sale volume
independently, without being influenced by the Company or the bank
commissioned with the share buyback. The sale will be conducted via the
stock exchange as profitable as possible for RWE AG.
Furthermore, the bank is obliged to comply with the material implementation
conditions of Articles 4 to 6 of the EC DIR which shall be applied
analogously and all other relevant provisions. In accordance with Article 5
para. 1 of the EC DIR, when determining the sale price, the bank may not
fall below the share price quoted for the last independent transaction on
the relevant stock market or the lowest current independent offer. The
lower value shall apply. In accordance with Article 5 para. 2 of the EC DIR
the bank may not purchase more than 25% of the average daily share turnover
on the stock exchange on the day on which the sale takes place. The average
share turnover shall be the average daily trading volume of the twenty
stock exchange trading days prior to the sale.
Both the share buyback program as well as the sale of treasury shares may
be suspended and resumed at any time in line with applicable statutory
regulations.
Essen, January 27, 2009
RWE Aktiengesellschaft
Executive Board
DGAP 27.01.2009
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Language: English
Issuer: RWE Aktiengesellschaft
Opernplatz 1
45128 Essen
Deutschland
Internet: www.rwe.com
End of News DGAP News-Service
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