euro adhoc: Zumtobel AG
Buybacks
Share repurchase program
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
03.07.2006
ZUMTOBEL AG
Publication of a planned share repurchase program
3 July 2006
On 7 April 2006, the shareholders' meeting authorized the Managing Board of ZUMTOBEL AG, subject to the consent of the Supervisory Board, to repurchase own shares of up to 10% of the share capital at a minimum price of EUR 5 and a maximum price of EUR 50 per share within 18 months and pursuant to Section 65 para 1 No 4 AktG and Section 65 para 1a AktG. The Managing Board may resell the shares via the stock exchange or by means of a public offer whereby trading in own shares is prohibited. Shares may be disposed in another way provided they are used to cover options exercised by participants in the employee participation program. There has been no prior separate publication of such authorization by the shareholders' meeting since ZUMTOBEL AG was not listed at that time.
On 29 June 2006, the Managing Board of ZUMTOBEL AG decided with the consent of the Supervisory Board to repurchase own shares based on above authorization by the shareholders' meeting.
Purpose of the repurchase: Allocation of shares to cover stock options granted to employees, members of the Managing Board and certain executive staff of ZUMTOBEL AG or affiliated companies.
Number and distribution of shares in the employee participation program: Under the employee participation program the beneficiary may upon exercise of an option either (i) acquire one share at the applicable exercise price or (ii) opt to receive shares (without extra payment) with a value corresponding to the net value of the difference between the market price and the exercise price (after deduction of income tax and other duties). Options are granted on a yearly basis. 50% of the allocation of options are dependent on the beneficiary being employed with the company or an affiliated company in the respective fiscal year. 50% are dependent on the increase of the market price of the shares. Options are not transferable. The overall maximum number of options is 1,325,136.
Options may be exercised for the first time after the publication by ZUMTOBEL AG of its quarterly report for the second quarter of its fiscal year 2006/2007 (planned for 7 December 2006). Thereafter, options may be exercised up to and including 30 April 2015 in exercise slots following the publication by the company of its quarterly reports. There is no holding period for shares acquired upon the exercise of options.
The number and distribution of options granted or to be granted is as follows:
ZUMTOBEL AG Options as of 29/6/2006
GJ 2004 2005 2006
BoD 50.000 39.600 76.400
Rest 123.388 91.908 206.780
TOTAL 173.388 131.508 283.180
GJ 2007 2007 2008 2008
affiliated performance affiliated performance
options options options options
BoD 93.000 33.000 33.000 33.000
Rest 90.520 90.520 90.520 90.520
TOTAL 183.520 123.520 123.520 123.520Term of the repurchase program: 6 July 2006 until 31 October 2006. Category of shares: No-par value bearer shares (ISIN: AT0000837307). Maximum amount of shares to be repurchased: up to 1,000,000 no-par value bearer shares, corresponding to approx. 2,2 % of the share capital. Consideration per share: maximum EUR 20,50. Way of acquisition: Vienna Stock Exchange.
The repurchase of shares will be administered by MORGAN STANLEY & CO. INTERNATIONAL LIMITED which will decide on the moment of a repurchase independently from and irrespectively of the company and in accordance with the safe harbor provision of Section 48e para 6 Austrian Stock Exchange Act (BörseG) in connection with the Commission Regulation (EC) 2273/2003 of 22 December 2003.
end of announcement euro adhoc 03.07.2006 16:25:18
Further inquiry note:
Investoren:
Christian Hogenmüller
Investor Relations
Zumtobel AG
Höchster Str. 8
A-6850 Dornbirn
Tel.: +43-5572-509 506
E-Mail: Christian.Hogenmueller@zumtobel.com
http://www.zumtobelgroup.com
Presse:
Astrid Kühn-Ulrich
Corporate Communications
Zumtobel AG
Höchster Str. 8
A-6850 Dornbirn
Tel.: +43-5572-509 1570
E-Mail: Astrid.Kuehn@zumtobel.com
http://www.zumtobelgroup.com
Branche: Semiconductors & active components
ISIN: AT000837307
WKN: A0JLPR
Index: ATX Prime, WBI
Börsen: Wiener Börse AG / official market