Elster Group SE
Elster Group SE / Buy-back of American Depository Shares
Elster Group SE / Key word(s): Share Buyback Disclosure according to Art. 4 (2) Commission Regulation (EC) No. 2273/2003 Elster Group SE / Buy-back of American Depository Shares ———————————————————————— Utilization for honoring subscription rights for American Depository Shares on the basis of the company's Long Term Incentive Plan Essen, March 19, 2012: With the implementation of the IPO, Elster Group SE, Essen, has entered into a Long Term Incentive Plan ('LTIP') for members of the senior management. The lifetime of the LTIP is ten years starting with the IPO of Elster Group SE and comprises in total 7,405,000 American Depository Shares representing ordinary shares in the company ('ADS'). Based on certain criteria, the company will grant participants related awards which will, subject to the terms and conditions of the LTIP, generally vest after four years. In this context, the company intends to – from time to time – launch ADS buy-back programs for certain proportions of the total ADS amount under the LTIP targeting at minimizing the overall cost of such LTIP. With resolution adopted on September 30, 2010, the Shareholders' Meeting of Elster Group SE has empowered the company until September 30, 2015, to buy-back own ordinary shares and/or ADS in a volume of up to 10% of the company's registered share capital at the time of the resolution. According to the resolution, the buy-back of own ordinary shares and/or ADS is effected as determined by the Managing Directors with the consent of the Administrative Board. When acquiring own ordinary shares and/or ADS over the stock exchange of their initial registration (i.e., the New York Stock Exchange), the price per ordinary share and/or ADS (excluding acquisition side costs) paid by Elster Group SE must not exceed, or fall short of, each by 10%, the first stock market price per ordinary share and/or ADS determined on the acquisition day on the stock exchange of their initial registration (i.e., the New York Stock Exchange). On March 16, 2012, the Managing Directors, with the consent of the Administrative Board, passed a resolution to utilize the aforementioned empowerment and to buy-back up to 750,000 ADS (ISIN US2903481016). Each ordinary share of Elster Group SE is represented by four ADS so that the acquisition indirectly relates to up to 187,500 ordinary shares and therefore up to approximately 0.06% of the company's registered share capital at the time of the adoption of the empowerment resolution (approximately 0.66% of the current registered share capital). The buy-back shall start on April 16, 2012 and shall be finished on September 17, 2012. The maximum purchase price (excluding acquisition side costs) of the ADS to be acquired amounts to USD 13,500,000 in the aggregate. The ADS of the Company will be acquired over the New York Stock Exchange and in accordance with Commission Regulation EC 2273/2003 of December 22, 2003 as well as in accordance with a so-called trading plan on the basis of conditions set forth therein in compliance with Rule 10b-18 and Rule 10b5-1 of the US Securities and Exchange Act 1934. The acquisition is effected by Merrill Lynch, Pierce, Fenner & Smith Incorporated, an investment firm within the meaning of Art. 2 No. 1 Commission Regulation (EC) 2273/2003 that decides independently of, and without influence by, Elster Group SE on the time of the acquisition of ADS of the company. As far as permitted by all applicable laws, the acquisition can be suspended and resumed at any time. The acquired ADS shall be utilized to honor acquisition rights for ADS granted by the company under the existing LTIP. Elster Group SE will disclose information on the transactions effected on a respective trading day in a manner corresponding with the requirements set forth in Art. 4 (4) Commission Regulation (EC) 2273/2003 within seven trading days on the company's website at http://investors.elster.com/. In addition, the company will report on the acquisition in its annual report in form 20-F. Contact: Elster Group SE, Mr. Steffen Patzak, Frankenstraße 362, D-45133 Essen, Germany, Phone: 06134/605-500, Fax: 06134/605-502, E-Mail: steffen.patzak@elster.com, www.elster.com End of Corporate News 19.03.2012 Dissemination of a Corporate News, transmitted by DGAP – a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. DGAP’s Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de |
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