In the period until the Annual General Meeting on March 30, 2006, EAC will complete two share buyback programmes for a total value of DKK 1.1bn. The first programme will be a buyback of shares in the market, while in the second programme all registered shareholders will have an op-portunity to tender their shares. In addition, the Supervisory Board will propose a dividend of DKK 6.9bn.
The share buybacks will be carried out in accordance with the authority to buy back 10% of the share capital, which the shareholders granted to the Supervisory Board at the annual general meet-ing on April 28, 2005.
“We believe that the two programmes and the proposal to pay the highest dividend in company history are consistent with our objective, which was to return the substantial assets from the sale of EAC Nutrition to our shareholders as quickly and efficiently as possible,” says chairman Jan Er-lund. At the Annual General Meeting on March 30, 2006, the Supervisory Board intends to propose that EAC’s share capital be reduced by an amount corresponding to the aggregate nominal share capi-tal bought back in the two programmes. In addition, the Supervisory Board will propose a new programme to buy back shares of up to 10% of the share capital until the AGM to be held in 2007.
The Safe Harbour programme
The first share buyback programme, for an amount of up to DKK 600m, will be launched on Mon-day January 30, 2006. Danske Markets, a division of Danske Bank A/S, is lead manager of the programme, which is expected to run until March 3, 2006 or until such date as the DKK 600m maximum has been reached.
The programme will be executed in accordance with the Regulation 2273/2003 of December 22, 2004, issued by the EU Commission. These rules imply that Danske Markets will decide on pur-chases as well as the time of such purchases independently of and under no influence from EAC. As a result, EAC is protected against possible violation of insider legislation in connection with the share buyback.
The following additional terms will apply to the programme:
• Danske Markets has been authorised to acquire on behalf of EAC up to a maximum of 1,651,195 shares, which number of shares added to EAC’s current holding of treasury shares equals 10% of EAC’s share capital.
• A maximum of 42,622 shares can be bought back during any one single trading day, equal to 25% of the average daily trading volume of EAC shares on the Copenhagen Stock Ex-change during the month of December 2005.
• Shares acquired under the programme may not be bought at a price exceeding the higher of: (i) the share price of the last independent transaction and (ii) the highest independent bid on the shares on the Copenhagen Stock Exchange.
• At least once every seven trading days, EAC will issue an announcement in respect of transactions made under the programme.
The Dutch Auction programme
The second share buyback programme will commence early March, 2006, when the statutory three-month notice period for creditors expires for the 241,737 shares, which the shareholders re-solved to cancel at the extraordinary general meeting held on December 6, 2005.
Under this programme, EAC through Carnegie Bank A/S will buy back shares at a total market value of up to the difference between 10% of the share capital and the treasury stock owned by the company after completion of the Safe Harbour programme. The programme will be executed as a Dutch auction, under which each registered shareholder will receive an offer document and an ac-ceptance form on which a shareholder can indicate how many shares he/she wishes to sell and the minimum price. The repurchase price will be determined based on a range which EAC will an-nounce at the beginning of the offer period.
The offer period is expected to run from March 9 to March 17 inclusive. EAC will release an an-nouncement to the Copenhagen Stock Exchange with the offer document and further details prior to the commencement of the offer period.
For additional information, please contact:
Chairman Jan Erlund, tel. +45 3341 4141 (office)
President & CEO Niels Henrik Jensen +65 6213 9002, +65 975 82294, [email protected]
Group CFO Michael ุsterlund Madsen, +65 6213 9015, +65 978 55334 (mobile), [email protected]
