Ad hoc - Announcement according to Section 15 WpHG
GILDEMEISTER resolves upon share buyback
Bielefeld, August 25, 2011 – The Executive Board of GILDEMEISTER AG, Bielefeld (ISIN DE0005878003) resolved to make use of the authorization to buy back shares of the company granted by the shareholders at the annual general meeting on May 14, 2010 in accordance with Section 71 para. 1 no. 8 of the German Stock Corporation Act ( Aktiengesetz ).
Up to a total of 3,068,581 shares of the company will be repurchased (corresponding to approximately 5.1% of the company's capital share). The repurchased shares can be used for all purposes covered by the authorization of the annual general meeting; in particular, the company is considering to use the repurchased shares as an acquisition currency.
Shares will be repurchased exclusively through the XETRA trade of Deutsche Börse AG (Frankfurt Stock Exchange). The share buyback will be conducted in compliance with the terms of trade detailed in Article 5 of Commission Regulation (EC) No. 2273/2003 of December 22, 2003.
The value per share to be paid by the Company (excluding any incidental costs of purchase) shall not by more than 5% exceed or fall short of the price for the Company shares as established on the trading date through the opening auction in the electronic XETRA Trading System (or a functionally comparable system that replaces it) at the Frankfurt Stock Exchange.
The share buyback will be executed by a credit institute which will decide on the time of the share's purchase independently and uninfluenced by the company.
The share buyback will commence from August 26, 2011 and will end on December 31, 2011 at the latest. The company's Executive Board can decide to terminate the share buyback early at any time.
The Executive Board
Disclaimer, Forward-looking statement
Statements relating to the future: This press release contains forward-looking statements, which are based on current estimates of the management of future developments. Such statements are based on the management's current expectations and specific assumptions. They are subject to risks, uncertainties and other factors, which could lead to the actual future circumstances, including the assets, liabilities, financial position and profit or loss of GILDEMEISTER, differing materially from or being more negative than those expressly or implicitly assumed or described in these statements. The business activities of GILDEMEISTER are subject to a series of risks and uncertainties, which may result in forward-looking statements, estimates or forecasts becoming inaccurate. Should one of these factors of uncertainty or other unforeseeable event occur, or should the assumptions on which these statements are based prove incorrect, the actual results may differ materially from the results stated, expected, anticipated, intended, planned, aimed at, estimated or projected in these statements. Forward-looking statements must not be understood as a guarantee or assurance of the future developments or events contained therein.