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Home > About ALTIN > Investor Relations > Share Buyback Program

Share Buyback Program

  
Detailed Information

On 29 April 2009, the Annual General Meeting of ALTIN AG instructed the Board of Directors, in the framework of a share buyback program, to acquire up to a maximum of 10 % of the company’s shares on a second trading line on the SIX Swiss Exchange Ltd (“SIX Swiss Exchange”), whereby the maximum buyback price per registered share is limited to the equivalent of USD 55.68 each. These shares are scheduled to be destroyed.

The Board of Directors of ALTIN AG has decided to buyback a maximum of 5% of the outstanding shares. A maximum of 248,279 registered shares with par value of CHF 17 are to be repurchased (basis for calculation: capital stock registered at the commercial register of CHF 84,415,166, divided up into 4,965,598 registered shares at a par value of CHF 17).

The actual amount of the share buyback shall be determined by the capital freely available to ALTIN AG, by the shares offered for sale by shareholders and in light of the market situation, according to the discretion of the Board of Directors. The 2010 Annual General Meeting shall pass a resolution on a reduction in capital as per the volume achieved from the buyback program.

Detailed Information

Trading on a second line at the SIX Swiss Exchange

A second line for registered shares of ALTIN AG shall be opened on the SIX Swiss Exchange. On this second line, only ALTIN AG shall be allowed to appear as purchaser (by means of the bank entrusted to carry out the share buyback scheme) and shall acquire its own shares for the purpose of the subsequent reduction in capital. Normal trading in registered shares of ALTIN AG under the security number 1 442 452 shall not be affected by this measure and shall continue as normal.

Any ALTIN AG shareholder wishing to sell will thus have a choice between selling his or her ALTIN AG registered shares either in the course of normal trade or by offering them on the second line to ALTIN AG for the purpose of the subsequent reduction in capital. ALTIN AG shall at no point be under any obligation to purchase its own shares on the second line and will become active as a purchaser depending on market conditions.

In the event of a second line sale, the Swiss federal withholding tax will be deducted from the buyback price (“net price”) in the amount of 35% on the difference between the buyback price of the ALTIN AG registered shares and their par value.


Buyback price
The buyback prices and the prices of the second line shall be determined in relation to the prices of the ALTIN AG registered shares being traded on the first line.

Trading currency At the request of ALTIN AG, the registered shares of ALTIN AG on the second-line shall be traded in Swiss Francs (as opposed to USD as on the first line). Trading in Swiss Francs on the second line makes it easy to deduct the withholding tax due on the difference between the buyback price and the par value of the ALTIN AG registered shares.

Payment of the net price and delivery of the shares

Trading on the second line represents a normal stock-exchange transaction. Payment of the net price and delivery of the shares thus take place, in accordance with customary practice, three trading days following the trade date.


Entrusted bank ALTIN AG has entrusted the share buyback to Credit Suisse, Zurich. As entrusted by ALTIN AG, Credit Suisse will be the sole member of the stock exchange setting bid prices for registered shares of ALTIN AG on the second line.

Opening of the
second line
Trading in registered shares of ALTIN AG on the second line shall take place as of 22 July 2009 in the standard for investment companies of the SIX Swiss Exchange and shall be maintained until 31st March 2010 at the latest.

Obligation to conduct transactions on the stock exchange According to the regulations of SIX Swiss Exchange, in the context of a share buyback program, any transactions taking place outside of the stock exchange on a separate trading line shall be prohibited.

Taxes

The buyback of a company’s own shares for the purpose of a reduction in capital is treated, both in terms of federal withholding tax and direct taxes, as a partial liquidation of the repurchasing company. Specifically, this has the following implications for the selling shareholder:

1. Withholding tax
Federal withholding tax constitutes 35% of the difference between the repurchase price of the share and its par value. This tax is deducted from the repurchase price by the repurchasing company or by the entrusted bank on behalf of the Swiss federal taxation authorities.

Persons domiciled in Switzerland are entitled to have withholding tax reimbursed to them when they were in possession of the right of use of the shares on the date of the share’s return (Art. 21 al. 1 lit.a  Withholding Tax Act (LIA)). Persons domiciled abroad are allowed to claim reimbursement of this tax to the extent allowed pursuant to any double-taxation treaties.

2. Direct Taxes
The following explanations relate to the levying of direct federal taxes. The practice as it applies to the cantonal and municipal taxes corresponds, as a rule, to that of the direct federal tax.

a. Privately held shares:
In the event of a share buyback by the company, the difference between the repurchase price and the par value of the shares represents taxable income.

b. Shares forming part of a company’s assets:
In the event of a share buyback by the company, the difference between the repurchase price and the par value of the shares represents taxable profits.

Persons domiciled abroad are taxed in accordance with the applicable law of the country concerned.

3. Stamp duty and charges
The buyback of a company’s own shares for the purpose of a reduction in capital is not subject to transfer stamp tax. The fees of the SIX Swiss Exchange are nevertheless payable.


Information known to ALTIN AG ALTIN AG confirms that it does not have any undisclosed information which could significantly alter the decision of shareholders. 

Own shares Quantity of registered shares Share of equity and voting rights    
   311 446  6,27%    

Shareholders with more than 3% of voting rights  

Quantity of registered shares

Share of equity and voting rights  

Gunter Sachs, Londres
(indirectly)

 179 793  3,62%  

 

Compliance with company law provisions

ALTIN AG undertakes to comply with company law provisions governing reductions in capital (Art. 732 et seq. CO) pursuant to the practice of the Takeover Commission, before breaking the 10% threshold on its own shares.

Indications

The present notice does not represent a listing advertisement pursuant to the listing regulations of the SIX Swiss Exchange, nor does it constitute an issue prospectus within the meaning of Art. 652a or 1156 CO).

This offer is not made in the United States of America and to US persons and may be accepted only by Non-US persons and outside the United States. Offering materials with respect to this offer may not be distributed in or sent to the United States and may not be used for the purpose of solicitation of an offer to purchase or sell any securities in the United States.


Entrusted bank CREDIT SUISSE 

ALTIN AG Security number ISIN Ticker Symbol  
Registered shares of CHF 17.00 each par value  1 442 452 CH 001 442452 4  ALTN  
Registered shares of CHF 17.00 each par value share buyback on 2nd line  10 299 471 CH 010 299471 9  ALTNE


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