Share Buy-back under ”Safe Harbour”
Royal Unibrew launches Share Buy-back Programme for up to DKK 200 million
The Supervisory Board of Royal Unibrew has decided to buy back shares for
treasury within the limit of 10% authorised at the General Meeting. The
decision should be viewed in the context of the Company's strong cash flow and
current capital structure.
As previously announced, most recently in the Company's Q1 Report of 30 April
2007, it is the intention in the coming years to adjust the capital structure
of Royal Unibrew with a view to additional optimisa-tion of the Company's
weighted average cost of capital (WACC) to increase the return to Group
share-holders through utilisation of additional debt financing.
It is thus the target that the Group's interest-bearing debt proportionately to
EBITDA be increased to approximately three times by the end of 2007 (compared
to two times at the end of 2006), i.e. up until the end of the period covered
by the Company's current MACH II strategy.
It is considered possible, within the limits defined by this target, to realise
the Group's growth targets under the MACH II strategy. The adjustment of
capital structure is expected to be realised through acqui-sitions in line with
the MACH II strategy and - to the extent of any capacity being left - through
repur-chase of shares for treasury.
Royal Unibrew wishes to acquire up to 300,000 shares for treasury, however
maximised to a value of DKK 200 million, under a structured buy-back programme
pursuant to the provisions of the EU Com-mission's Regulation No 2273/2003 of
22 December 2003, the so-called ”Safe Harbour” method (”the Share Buy-back
Programme”), which protects the Supervisory and Executive Boards of companies
against violation of the insider trading legislation in connection with share
buy-backs. The Share Buy-back Programme will be effective in the period from 1
June 2007 to the date of the next Annual General Meeting, which is 28 April
Royal Unibrew currently holds 397,406 treasury shares, equal to 6.4% of the
Company's share capital, which are expected to be used in connection with the
Company's share option schemes.
Terms of the Share Buy-back Programme
Royal Unibrew has decided to hire Carnegie Bank A/S as financial adviser and
lead manager for the Share Buy-back Programme. Carnegie Bank A/S makes its
trading decisions and exercises the Share Buy-back Programme within the
framework published independently of and without being influenced by Royal
The objective of buying back shares is to reduce the share capital. At the next
Annual General Meeting, the Supervisory Board intends to propose a resolution
to reduce the share capital of Royal Unibrew by a nominal amount that
corresponds at least to the nominal share capital repurchased under the Share
Royal Unibrew cannot on one single day make share buy-backs in excess of 25% of
the average daily trading volume of Royal Unibrew shares on the Copenhagen
Stock Exchange A/S during the 20 days prior to the purchase date. As mentioned,
the maximum number of shares to be acquired throughout the programme period is
The share buy-back cannot be effected at a share price exceeding the higher of:
• The share price of the latest independent transaction on the Copenhagen Stock
Exchange A/S at the time of transactions;
• The highest existing independent bid price (highest buyer bid) on the
Copenhagen Stock Ex-change A/S at the time of transaction.
Every seventh transaction day, Royal Unibrew will make an announcement of the
transactions made under the Share Buy-back Programme.
Royal Unibrew may at any time terminate the Share Buy-back Programme. Any such
decision will be announced, and Carnegie Bank A/S will then no longer be
authorised to buy shares on behalf of Royal Unibrew.
Royal Unibrew A/S