Other Capital Market Information | 7 September 2015 16:40
Software AG / Disclosure pursuant to Article 4 (2) Commission Regulation (EC) No 2273/2003 (share buyback)
07.09.2015 16:40
Dissemination of a Post-admission Duties announcement, transmitted by
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The issuer is solely responsible for the content of this announcement.
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Share Buy-back program 2015: 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 3 September 2015 will commence on 8 September 2015. During
the period until 31 December 2015, own shares of the company in a value of
up to EUR 70 million (excluding ancillary costs) will be bought back. Based
on the Xetra closing rate (on 4 September 2015), this equates to a volume
of up to ca. 2.793 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 13 May 2015. 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, 7 September 2015
Software Aktiengesellschaft
The Executive Board
07.09.2015 The DGAP 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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Language: English
Company: Software AG
Uhlandstraße 12
64297 Darmstadt
Germany
Internet: www.softwareag.com
End of Announcement DGAP News-Service
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