The Company intends to dispose of shares for a corresponding amount in the scope of eventual acquisition operations and establish the required stock in order to launch stock option plans.
This proposal refers to the buy-back of 1.241.000 shares (maximum), not exceeding 5% of capital stock.
A shareholders’ meeting for deliberating the plan was convened for the 1st of September.
Terni, 27 July 2009 – the board of directors of TerniEnergia S.p.A., a company in the renewable energy sources field, among the main system integrators in Italy in the photovoltaic sector, on this day proposed a buy-back plan to be submitted for authorization at the ordinary shareholders’ meeting.
The board of directors decided to convene for the first of September 2009 the ordinary shareholders’ meeting to deliberate on this matter.
Grounds for request of authorization
The main goals that the board of directors would like to pursue through the operations mentioned in the request of authorization are:
– dispose of shares for a corresponding amount in the scope of eventual extraordinary and /or strategic operations including exchange of stakes with other parties such as industrial/commercial partners;
– establish the required stock in order to launch eventual stock option plans that could be approved in the future. These plans can be launched for enhancing the competitiveness of the capacity of attracting and securing to the Company the best managerial competences.
The operations are not aimed at the reduction of capital stock through cancellation of own shares purchased nor are they intentionally directed to Company delisting operations.
Maximum number of own shares purchasable
The equity capital entirely subscribed and paid up amounts to 12.410.000,00 euro and is accounted for by 24.820.000 ordinary shares with no nominal value.
The hereby proposal refers to the buy-back of 1.241.000 (maximum) of shares in lump sum or over a period of time, not exceeding 5% of capital stock taking into account own shares held directly and those held by any subsidiary companies. The Company does not currently hold own shares.
Validity period of authorization by the board
The authorization for buy-back of shares is requested for a period of 18 months from date of deliberation of authorization by the shareholders’ assembly. The authorization to dispose of own shares purchased over a period of time and deposited in portfolio is requested, without datelines.
Indication of minimum and maximum price
The unit consideration for purchase of the shares shall not exceed or be less than 10% with respect to the reference price of the share in the trading session prior to each single buy-back operation.
From the perspective of the consideration for the alienation of the own shares purchased, the board of directors shall have the discretionary power of determining from time to time every further condition, procedure and terms in consideration of the performance of share prices in the period prior to the operation and for the best interest of the Company.
Buy-back procedures
The buy-back of shares shall take place in compliance with the current norms including regulatory norms and in particular under article 132 of TUF (financial regulation law) and article 144-bis of the Issuers’ Regulation and in compliance with article 5 of the EC Regulation 2273/2003.
Among the various procedures enabled by the Issuers’ Regulation (in particular through TOB or exchange, that is, in the regulated markets), the board of directors of TerniEnergia S.p.A. decided to purchase in the regulated markets. With regards to buy-back disposition operations, the board of directors proposes that the authorization enables them to take place, in lump sum or over a period of time, without datelines and through the most appropriate procedures in order to fulfil the proposed purpose.
