EANS-Adhoc: Amendment of a previously released ad-hoc announcement: C-QUADRAT
Investment AG
Buyback program of own shares
-------------------------------------------------------------------------------- update to an ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------------
buyback programm of won shares
27.05.2011
Amendment of a previously released ad-hoc announcement / C-QUADRAT Investment AG: Annual General Meeting extends share buyback authorization / amendment of current share buyback program
Vienna / Frankfurt, May 27, 2011 In an ad-hoc statement made on March 28, 2011 via euro adhoc, C-QUADRAT Investment AG (ISIN AT0000613005) announced a share buyback program.
At today´s Annual General Meeting, C-QUADRAT Investment AG revoked the management board´s current share buyback authorization pursuant to the shareholders´ resolution of December 11, 2008 and re-authorized the management board to acquire non-par bearer shares of up to 10% of C-QUADRAT´s share capital. This authorization shall be valid for a period of 30 months starting on the day the resolution was passed; the minimum share purchase price is EUR 1, the maximum price EUR 40. The management board has furthermore been authorized to withdraw any bought back shares without requiring a further shareholders´ resolution. In addition, the Annual General Meeting authorized the management board to resell own shares in ways other than via the stock exchange or by public offer while excluding the shareholders' subscription right. This requires the approval of the supervisory board pursuant to § 65 (1b) of the Austrian Stock Corporation Act (AktG). A further shareholders´ resolution is not required.
Amendment of the current share buyback program
Based on the extension of the share buyback authorization resolved by the Annual General Meeting today, the management board decided to amend both the duration (line 3) and the intended volume (line 5) of the share buyback program as announced on March 28, 2011.
The share buyback program has been extended and will end no later than May 31, 2013. The intended volume of the share buyback has been raised to a total of 436,320 units which is consistent with 10% of the company´s current share capital. The share buyback program remains unchanged in all other respects.
original announcement:
-------------------------------------------------------------------------------- keywords Buybacks/buyback programm of won shares EANS-Adhoc: C-QUADRAT Investment AG / Buyback program of own shares 28.03.2011
Vienna / Frankfurt, 28 March 2011. At the extraordinary Shareholders´ Meeting of C-QUADRAT Investment AG, held on 11 December 2008, the Management Board of the Company was authorised, in accordance with Art 65 para 1 sect 8 of the Austrian Joint Stock Corporation Act (Aktiengesetz, AktG), to acquire own non-par value bearer shares in the Company up to an extent of 10 percent of the current share capital of C-QUADRAT Investment AG within 30 months from the date of the resolution of the shareholders for a price of between EUR 1 minimum and EUR 40 maximum per single share. The Management Board of C-QUADRAT Investment AG resolved to acquire shares in the Company in accordance with this authorisation as follows:
Details on the share buyback program pursuant to Art 5 para 2 of the Austrian Disclosure Regulation 2002 (Veröffentlichungsverordnung):
1. The resolution of authorising the share buyback program was approved by the Shareholders´ Meeting dated 11 December 2008.
2. The resolution of authorising the share buyback program was published in accordance with Art 82 para 8 and 9 of the Austrian Stock Exchange Act (Börsegesetz, BörseG) on 11 December 2008.
3. The share buyback program commences on 1 April 2011 and is anticipated to continue until (including) 10 June 2011.
4. The share buyback program concerns non-par value bearer shares of C-QUADRAT Investment AG (ISIN AT0000613005).
5. The current share capital of the Company amounts to EUR 4,363,200 and is divided into 4,363,200 shares at a par value of EUR 1. The intended volume of the repurchase of the Company´s own shares includes to purchase up to 100,000 non-par value bearer shares - corresponding to 2.3 % (in rounded terms) of the current share capital - on the Vienna Stock Exchange and/or the Frankfurt Stock Exchange.
6. According to the resolution of the Shareholders´ Meeting the counter-value at the respective date of acquisition has to be within a range of EUR 1 minimum and EUR 40 maximum per single share.
7. The main purpose of the share buyback program is the possible use of own shares for future acquisitions. Furthermore, the Management Board may use the own shares to issue shares to employees, management staff or members of the Management Board of C-QUADRAT Investment AG or an associated company within the framework of a present or possible future employee share option program. Furthermore, the Management Board is entitled to withdraw the repurchased own shares. In addition, the Management Board is authorised to purchase own shares for any other legal purpose and to withdraw purchased shares without any further resolution passed by the general shareholders´ meeting. Trading with own shares for profit purposes is excluded.
8. The share buyback program is implemented in accordance with the provisions laid down in the Commission Regulation no. 2273/2003 of 22 December 2003, OJ L336/33 of 23 December 2003 (the "Regulation"), where applicable including a credit institution pursuant to Art. 6 (3) Sec. b of the Regulation. The Management Board points out pursuant to Art. 5 (3) of the Regulation that the limit of 25 % of the average daily volume of shares pursuant to Art. 5 (2) of the Regulation may be exceeded within the scope of the share buyback program.
9. The share buyback program will not have an effect on the stock market listing of C-QUADRAT Investment AG.
10. C-QUADRAT Investment AG resolved a stock option program in 2007. The following persons are entitled to participate in this stock option program: (i) specific management staff selected by the Management Board (ii) Management Board members of C-QUADRAT Investment AG, C-QUADRAT Kapitalanlage AG, the Supervisory Board chairman of C-QUADRAT Kapitalanlage AG and the Management Board members of C-QUADRAT Deutschland AG and (iii) Supervisory Board members of C-QUADRAT Investment AG. To date, none of the entitled persons has participated in this stock option program. Accordingly, nor has the Company granted any stock options to date. In case of their participation, the entitled persons are eligible to receive the following stock options within the framework of the stock option program:
Supervisory Board chairman: 40,000 Deputy Supervisory Board chairman: 1,500 Supervisory Board member: 1,000 Management Board member: 5,000 Management staff: 1,000 One stock option confers the right to purchase one item of C-QUADRAT Investment
AG stock. The exercise price for the purchase of stock within the scope of the stock options amounts to EUR 75 per share. In 2007 the Company also resolved a conditional capital increase of up to 10 % of the share capital for the grant of stock options under the Company´s stock option program.
C-QUADRAT Investment AG intends to fulfill its disclosure obligations pursuant to Art 6 and 7 of the Austrian Disclosure Regulation 2002 by publishing the relevant information on the website of the Company www.c-quadrat.at.
Further inquiry note: Mag. Andreas Wimmer Vorstand C-QUADRAT Investment AG Stubenring 2 A-1010 Wien Tel.: +43 1 515 66 316 Mail: a.wimmer@investmentfonds.at www.c-quadrat.com
end of original announcement euro adhoc -------------- ------------------------------------------------------------------
sector publicity of original announcement: 2011-03-28 19:17:19 - Bloomberg- sent
2011-03-28 19:17:19 - Bloomberg- sent
end of announcement euro adhoc --------------------------------------------------------------------------------
issuer: C-QUADRAT Investment AG
Stubenring 2
A-1010 Wien
phone: +43 1 515 66-0
FAX: +43 1 515 66-159
mail: c-quadrat@investmentfonds.at
WWW: www.c-quadrat.at
sector: Financial & Business Services
ISIN: AT0000613005
indexes: Standard Market Auction
stockmarkets: official market: Frankfurt, Wien
language: EnglishContact:
Mag. Andreas Wimmer
Vorstand
C-QUADRAT Investment AG
Stubenring 2
A-1010 Wien
Tel.: +43 1 515 66 316
Mail: a.wimmer@investmentfonds.at
www.c-quadrat.com
Branche: Financial & Business Services
ISIN: AT0000613005
WKN:
Index: Standard Market Auction
Börsen: Frankfurt / official market
Wien / official market