To OMX Nordic Exchange Copenhagen, Announcement no. 07 - 2008
TrygVesta’s Supervisory Board has initiated a share buy back programme of DKK 1,405m cf. the Group’s policy for dividend and shareholder repatriation. The share buy back programme is planned to run until the release of the Annual Report 2008, which is expected to be released on 2 March 2009.
At TrygVesta’s Capital Markets Day on 21 June 2007, it was announced that TrygVesta’s policy for dividend and shareholder repatriation is 50% payout of the annual result after tax plus share buy backs for additional surplus capital. The criteria of the excess capital statement are based on TrygVesta’s capital model, which ensures that the Group has the capital resources necessary to operate and develop the Group. TrygVesta’s capital need and model are described in more details at www.trygvesta.com / investor / key figures.
The share buy back programme will be initiated within the authorisation that TrygVesta’s shareholders granted the Group’s Supervisory Board at the annual general meeting 3 April 2008, at which TrygVesta may purchase own shares up to 10% of the total share capital. At a future general meeting, the Supervisory Board will propose the purchased shares to be cancelled.
The share buy back programme is initiated and structured in compliance with the EU Commission Regulation no. 2273/2003 of 22 December 2003 (the so-called Safe Harbour Regulative for share buy back), which ensures that the Group is protected against violation of insider legislation in relation to a share buy back programme.
To ensure a continuously good liquidity in the TrygVesta share, the majority shareholder, Tryg i Danmark smba, who owns 60% of the company, has agreed to participate pro rata in the share buy back programme. Hence, the free float of shares will continue to be 40%.
The share buy back programme
The share buy back programme is expected to be implemented from 4 April 2008 to the day prior to the release of the full year results 2008, which is planned to be released 2 March 2009. In this period, the total share buy back will maximum amount to a volume of DKK 1,405m.
TrygVesta has entered into a contract with Nordea Bank Danmark A/S, in which Nordea as Lead Manager handles purchase of shares on behalf of TrygVesta. Nordea handles all purchase transactions independently of, and without influence by TrygVesta.
The pro rata repurchase from Tryg i Danmark smba is planned so that Tryg i Danmark smba, daily sells a number of TrygVesta shares settled at the volume weighed average purchase price of the shares purchased in compliance with the share buy back programme the relevant day of trading. Consequently, the free float of TrygVesta shares is maintained at 40%.
TrygVesta is entitled to stop the share buy back programme in case of substantial changes in the Group’s business or changes in the market. If the programme is stopped prematurely, TrygVesta will immediately disclose this in an announcement to OMX Nordic Exchange Copenhagen, and Nordea will refrain repurchasing shares in the market and Tryg i Danmark smba shares.
The following guidelines applies TrygVesta’s share buy back programme, initiated in April 2008:
- The trading volume of own shares is limited to a total value of DKK 1,405m
- At a price of DKK 400 per share, the maximum number of shares that may be repurchased is approximately 3.51m shares, which is equivalent to 5.2% of TrygVesta’s share capital
- The daily volume of purchased shares cannot exceed 25% of the daily turnover on OMX Nordic Exchange Copenhagen and measured as an average of a period of running 20 trading days.
- Shares cannot be purchased at prices higher than the two following prices:
The price of the latest independent trade
The price of the highest independent bid on OMX Nordic Exchange Copenhagen
TrygVesta will announce the number of repurchased shares and the value of these shares on a weekly basis in an announcement to OMX Nordic Exchange Copenhagen.
At the launch of the share buy back programme, TrygVesta had 700,492 own shares or 1.03% of the total share capital. These own shares are for compliance of employees’ stock option programmes and share programmes.
Additional information:
For further information visit www.trygvesta.com or contact Investor Relations;
TrygVesta is the leading Nordic provider of “peace of mind” solutions with property & casualty insurance operations in Denmark, Norway, Finland and Sweden. TrygVesta is listed on OMX Nordic Exchange Copenhagen and 60% of the shares are held by Tryg i Danmark smba.