Capital/Financing Update • Sep 17, 2007
Capital/Financing Update
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Ad-hoc | 17 September 2007 15:05
Deutsche Börse launches efficiency program and resumes share buybacks
Deutsche Börse AG / Share Buyback/Miscellaneous
Release of an Ad hoc announcement according to § 15 WpHG, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
EUR 100 million efficiency program while retaining planned investments in
future growth/
Cost guidance for 2008 of EUR 1,130 million, excluding ISE/
EUR 300 million share buybacks for the remainder of 2007
Deutsche Börse on Monday decided to implement an efficiency program
targeting EUR 100 million cost savings per annum. The program is focused on
optimizing operational costs while retaining planned investments in future
growth. The program is expected to have a significant positive impact of
EUR 50 million on operational costs already in 2008. The full potential of
the program will be realized from 2010 onwards. Total restructuring charges
to achieve these cost savings will amount to EUR 50 million which will be
fully provisioned in 2007.
As a result, Deutsche Börse has set a guidance for total costs in 2008 of
EUR 1,130 million. The cost guidance for 2008 compares to an estimated
total cost base for 2007 of EUR 1,200 million, before the above mentioned
restructuring charges for the efficiency program of EUR 50 million. All
costs are excluding consolidation of the International Securities Exchange
(ISE). Closing of the ISE transaction is expected in Q4/2007.
Deutsche Börse also decided on a revised financing concept for the ISE
acquisition with a view to further optimizing its capital structure and
resuming its share buyback program with immediate effect. Based on this
revised financing concept, Deutsche Börse plans to issue some EUR 1.5
billion in long-term debt and hybrid bonds, compared to EUR 1.3 billion
under the initial structure. The revised financing concept is based on a
management announcement of the credit metrics stated below, but not
contingent on a change of Deutsche Börse’s legal and organizational
structure as foreseen by the original concept.
Given the higher amount of long-term debt/hybrid financing for ISE under
the revised financing concept, a significant amount of the accumulated
earnings in the current year are no longer necessary to finance the ISE
acquisition. This in combination with the very strong operational
performance of the company enables Deutsche Börse to resume its share
buyback program immediately. For the remainder of financial year 2007,
Deutsche Börse plans a share buyback volume of around EUR 300 million.
Deutsche Börse continues to explore formats to further improve its capital
structure and plans to give further guidance on its midterm capital
structure and earnings distribution goals at its Annual Results Conference
on 20 February 2008.
Targeted credit metrics
In the context of the revised financing concept for the ISE acquisition,
while recognizing that ratings are based on a variety of factors Deutsche
Börse has decided to support Clearstream’s current 'AA' rating credentials
through the targeting of a 'consolidated EBITDA to Interest Expense ratio',
so called interest coverage ratio, of at least 16 times. In calculating the
Group’s interest coverage ratio, the Company will include 50 percent of any
coupons on hybrid debt with an equity credit from the rating agencies of 50
percent or higher. Furthermore, in view of Clearstream’s 'AA' rating
objective, Deutsche Börse believes it is important to maintain certain
minimum levels of tangible equity (currently EUR 700 million at Clearstream
International S.A. and EUR 250 million at Clearstream Banking S.A. with
subordinated profit participation rights issued by Clearstream Banking S.A.
to Deutsche Börse AG of EUR 150 million also in place). The management of
the Company, therefore, dedicates its efforts to keeping the interest
coverage, the tangible equity and subordinated profit participation rights
of its controlled subsidiaries Clearstream International S.A. and
Clearstream Banking S.A. at these levels in order to maintain key metrics
that the Company understands are consistent with a 'AA' rating on
Clearstream.
Share buyback
Deutsche Börse will resume its share repurchase program on 20 September
2007. The company will use the current authorization by its shareholders to
repurchase up to 10 percent of its share capital amounting to nominal 200
million euros while taking into account shares owned by the company.
Currently, the company holds 5,682,738 own shares in treasury. Furthermore,
the buyback up until 31 December 2007 is limited to a number of shares
equivalent to an overall purchase price of up to 300 million EUR. It is
anticipated to cancel the repurchased shares and to reduce the share
capital of the company accordingly, to use the repurchased shares for
employee share programs and/ or for obligations eventually arising from
debt financial instruments exchangeable into equity instruments.
The shares will be repurchased exclusively on the exchange. The purchase
price for the shares to be repurchased may neither exceed nor fall short of
the volume-weighted average share price for the five trading days prior to
the purchase commitment by more than 10 percent. The relevant prices for
determining the volume-weighted average are the closing auction prices for
Deutsche Börse shares in electronic Xetra trading at the Frankfurt Stock
Exchange (FWB).
Deutsche Börse will instruct its agent to use its best efforts to buy back
no more than 25 percent of the daily trading volume on any one day.
Additionally, the agent will be bound by agreement to uphold the trading
rules set forth in Article 5 of Commission Regulation (EC) No. 2273/2003 of
December 22, 2003. In particular, no more than 25 percent of the average
daily trading volume of the shares in the month prior to publication of the
repurchase program may be repurchased in any one day.
Contact:
Walter Allwicher
Tel.: +49-69-21 11 15 00
Language: English
Issuer: Deutsche Börse AG
Neue Börsenstraße 1
60487 Frankfurt am Main
Deutschland
Phone: +49 (0)69 211 - 0
Fax: +49 (0)69 211 - 1 20 0
E-mail: [email protected]
Internet: www.deutsche-boerse.com
ISIN: DE0005810055
WKN: 581005
Indices: DAX
Listed: Amtlicher Markt in Frankfurt (Prime Standard); Freiverkehr in
Berlin, Hannover, München, Hamburg, Düsseldorf, Stuttgart;
Terminbörse EUREX
End of News DGAP News-Service
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