Transaction in Own Shares • May 11, 2012
Transaction in Own Shares
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Corporate | 11 May 2012 10:57
QSC AG decides to conduct share buyback of up to 10% of the share capital
QSC AG / Key word(s): Share Buyback
11.05.2012 / 10:57
QSC AG
Köln
ISIN: DE0005137004
German Securities ID: 513700
Announcement pursuant to Art. 4 para. 2 of Commission Regulation (EC) No. 2273/2003:
QSC AG decides to conduct share buyback of up to 10% of the share capital
The Management Board of QSC AG with consent of the Supervisory Board has resolved to buy back shares of the company of up to 10% of the share capital, corresponding to up to 13,699,913 shares. The share buyback shall start on 21 May 2012 (earliest potential purchase date) and is to be ended at the latest on 31 December 2012 (latest potential purchase date).
With this move, the Management Board makes use of the authorization to acquire own shares granted by the Annual General Meeting of QSC AG held on 20 May 2010 in accordance with Sec. 71 para. 1 No. 8 German Stock Corporation Act to buy back shares of up to 10% of the share capital until 19 May 2015. The shares that are bought back may be used for any purpose set forth in the authorization resolution of the Annual General Meeting of 20 May 2010. This includes in particular the redemption of the shares, the sale of the shares by cash payment near the stock-exchange-price, holding the shares available as cash for growth and the service of acquisition rights, which were granted to members of the Board of Directors of QSC AG.
The share buyback will be carried out according to the requirements of Sec. 14 para. 2, 20a para. 3 German Securities Trading Act under consideration of the so-called Safe-Harbor-Rules according to Commission Regulation (EC) No. 2273/2003 of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programmes and stabilisation of financial instruments (subsequently ‘EU-Regulation 2273/2003’ ). The buyback will be carried out solely via XETRA trading on the Frankfurt Stock Exchange on behalf and account of the company through Joh. Berenberg, Gossler & Co. KG, Hamburg. Joh. Berenberg, Gossler & Co. KG, Hamburg will decide on the timing of the purchase of the shares and the purchase volume independently and unaffected by the company.
Joh. Berenberg, Gossler & Co. KG, Hamburg has been committed to comply with the requirements for the purchase price per share of the authorization of the Annual General Meeting of QSC AG held on 20 May 2010 and the conditions for trading as per Art. 5 of EU-Regulation 2273/2003. The purchase price (excluding transaction ancillary costs) must not exceed or fall below more than 5% of the stock-exchange-price of the company’s shares, that was determined in the final auction in the XETRA-exchange at the Frankfurt Stock Exchange, during the last five trading-days previous to entering into the obligation. Furthermore the purchase price must not exceed the stock-exchange-price of the last independently executed closing at the XETRA trading on the Frankfurt Stock Exchange or, if higher, the highest independent purchase offer at the XETRA trading on the Frankfurt Stock Exchange. If taking the share’s final auction stock-exchange-price in XETRA-exchange on 10 May 2012 as a basis, the maximum buyback volume would correspond to an amount of up to approx. EUR 23.96 million. The permitted daily maximum buyback volume has been determined for the duration of the share buyback programme. Joh. Berenberg, Gossler & Co. KG may daily purchase up to 144,074 shares (corresponding to up to 25% of the average daily volume of the shares in any one day on the XETRA trading on the Frankfurt Stock Exchange during the month prior to the publication of this announcement).
To the extent required and legally permissible, the buyback programme may be suspended and resumed at any time.
The transactions will be disclosed in accordance with Art. 4 para. 4 EU-Regulation 2273/2003. In addition, QSC AG will weekly provide regular updates on the progress of the share buyback at www.qsc.de under sub-category ‘Investor Relations’.
Cologne, 11 May 2012
QSC AG
The Management Board
End of Corporate News
11.05.2012 Dissemination of a Corporate News, transmitted by DGAP – a company of EquityStory AG.
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| Language: | English |
| Company: | QSC AG |
| Mathias-Brüggen-Straße 55 | |
| 50829 Köln | |
| Germany | |
| Phone: | +49-221-6698-724 |
| Fax: | +49-221-6698-009 |
| E-mail: | [email protected] |
| Internet: | www.qsc.de |
| ISIN: | DE0005137004 |
| WKN: | 513700 |
| Indices: | TecDAX |
| Listed: | Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart |
| End of News | DGAP News-Service |
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| 169376 11.05.2012 |
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