The Management Board of schlott gruppe AG has passed a resolution for the reacquisition of Company stock (treasury shares) on March 13, 2007. Management is of the opinion that the current stock market price of Company shares does not adequately reflect the opportunities presented to schlott gruppe in connection with the ongoing process of consolidation witnessed in the European gravure printing industry.
The Company has already established itself as one of the top three suppliers within the European gravure printing market. It endeavours to further expand its share of the printing market by means of corporate acquisitions. In addition, the Company announced an optimisation programme aimed at guiding schlott gruppe towards cost leadership and further optimising its competitive position on November 9, 2007.
On the basis of the authorisation granted by the General Meeting of Shareholders of March 13, 2007, a resolution for the acquisition has been adapted, as from November 12, 2007, of up to 620,420 of the Company's shares by the end of the 2007/2008 financial year on September 2008, subject to the provision that the existing authorisation for the reacquisition of own equity instruments is cancelled and subsequently replaced by a new authorisation by the General Meeting of Shareholders on February 26, 2008.
The reacquisition is to be executed via the stock exchange; the consideration per share (excluding ancillary costs of purchase) may not exceed or fall below 10% of the mean value of opening prices (opening auction price of schlott gruppe shares in XETRA trading) on the final three days of trading prior to entering into a purchase obligation. Pursuant to the authorisation granted by the 2007 General Meeting of Shareholders, the reacquired shares may subsequently be disposed of, recalled, used for the acquisition of ownership interests or utilised for the purpose of servicing warrants and convertible bonds. The Company hereby advises that no such warrants and/or convertible bonds are currently in place. Furthermore, at present there are no plans to dispose of or recall the reacquired shares.
The reacquisition will be managed by DZ BANK. Under the contract of engagement DZ BANK will be obliged to execute the reacquisition solely on the basis of the provisions set out in the resolution passed by the General Meeting of Shareholders of March 13, 2007, or, if applicable, the resolution passed by the General Meeting of Shareholders of February 26, 2008, while complying with the full range of restrictions concerning the buy-back of shares, as set out in Commission Regulation (EC) No. 2273/2003 of December 22, 2003 ("EC-CR"), observing all other applicable regulations and executing the reacquisition in a manner that is efficient and in the interests of the Company.
