PR Newswire/euro adhoc/
EANS-Capital Market Information: Software AG / Disclosure in accordance with
Art. 4, No. 2 of Regulation (EC) No. 2273/2003 (Share Buyback)
Other capital market information transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
Disclosure pursuant to Article 4 (2) Commission Regulation (EC) No 2273/2003
The share buyback announced by Software Aktiengesellschaft by way of ad hoc
disclosure on 7 February 2013 will commence on 12 February 2013. During the
period until 31 December 2013, own shares of the company in a value of up to EUR
180 million (excluding ancillary costs) will be bought back. Based on the Xetra
closing rate (on 11 February 2013), this equates to a volume of up to ca. 6.175
million shares. The executive board is thus exercising the authority to buy back
its own shares according to Section 71 (1) no. 8 Stock Corporation Act (AktG)
granted by the general meeting of Software Aktiengesellschaft on 21 May 2010.
The shares bought back may be used for all purposes permissible under the above
mentioned authority and applicable stock corporation law.
A bank will be mandated to execute the buyback, which will decide upon the
timing of the purchase of the shares independently and free of influence of the
company. The right of Software Aktiengesellschaft to terminate the mandate
prematurely and to transfer the mandate to another bank remains unaffected. The
buyback shall be executed exclusively via the electronic trading system of the
Frankfurt Stock Exchange (Xetra) at the lowest available price, and
discretionary in the interests of the company. The purchase price of each share
bought back (excluding ancillary costs) must neither exceed nor fall below the
average stock price of Software AG's shares by more than 10 percent on the basis
of the unweighted average Xetra closing price of the Frankfurt Stock Exchange or
a comparable successor system on the five trading days preceding the
acquisition. As regards the time of acquisition, the time of the conclusion of
the transaction shall be decisive.
Furthermore, the bank is/will be bound to comply with the conditions for trading
pursuant to Article 5 of the Commission Regulation (EC) No. 2273/2003) of 22
December 2003 (Commission Regulation) as well as all relevant provisions.
According to the Commission Regulation, the shares must not be purchased at a
price exceeding the higher of the price of the last independent trade or the
highest current independent bid, in each case on the stock exchange where the
purchase is carried out. In accordance with the Commission Regulation, in any
one day no more than 25 percent of the average daily volume of the shares on the
stock exchange on which the purchase is carried out will be purchased. The
average daily volume figure is based on the average daily volume traded in the
20 trading days preceding the date of purchase.
Provided that all relevant legal requirements are met, the executive board may
at any time suspend and resume the share buyback program.
Transactions will be disclosed no later than the end of the seventh daily market
session following the date of execution of such transactions as required by
Article 4 (4) of the Commission Regulation.
Additionally, Software Aktiengesellschaft will report regularly on the progress
of the share buyback on its website at www.softwareag.com/ir.
Darmstadt, 11 February 2013
The Executive Board
Further inquiry note:
Senior Manager Investor Relations
Tel.: +49 (6151) 92 1237
issuer: Software AG
phone: +49 (0)6151 92 1899
FAX: +49 (0) 6151 92 1933
indexes: TecDAX, CDAX, HDAX, Prime All Share, Technology All Share
stockmarkets: free trade: Hannover, Berlin, Hamburg, Düsseldorf, Stuttgart,
regulated dealing/prime standard: Frankfurt
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-0- Feb/11/2013 22:34 GMT
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