Altin AG Transaction in Own Shares
February 26 2015 - 11:30AM
UK Regulatory
TIDMAIA
Repurchase of own shares for the purpose of capital reduction
through the issuance of tradable put options
Altin Ltd
Baar
The Board of Directors of Altin Ltd, Neuhofstrasse 8, 6340 Baar («Altin») has decided to carry out a share buybackfor an amount not to exceed 10 % of the share capital for the purpose of capital reduction (the share capital is CHF65,005,739.00, divided into 3,823,867 registered shares of CHF 17.00 each par value).A maximum of 382,386 registeredshares of CHF 17.00 each par value (the «Altin shares») will be repurchased by issuing tradable put options to the share-holders. Every shareholder will receive one put option per Altin share held, free of charge. Ten put options entitle the holderto offer one Altin share to Altin for sale at the buyback price.
The Annual General Meeting of 11 May 2015 will voteon a reduction in capital equivalent to the volume achieved from theshare buyback.
The put options will be allocated to Altin's shareholders in accordance with the following conditions:
ISSUER Altin Ltd, Baar
ALLOCATION 1 put option for each Altin share
Each of the 3,823,867 Altin shares issued is entitled to one put option. A total of 3,823,867 put options will be issued.
EX-DATE 27 February 2015
INFORMATION ANDPROCEDURE The shareholders will be informed by their custodian bank and the put options booked to their custody account automatically.The put options must be exercised/sold in accordance with the instructions of the custodian bank.
OPTION TYPE European
EXERCISE RATIO 10 put options entitle the holder to sell 1 Altin share to Altin at the exercise price.
EXERCISE DATE 13 March 2015 until 12.00 noon CETPut options and the rights associated therewith expire without entitlement to compensation if they are not exercised by thisdeadline.
EXERCISE PRICE(BUYBACK PRICE) USD 64.00 per Altin share less Swiss withholding tax of 35 % on the difference between the buyback price and the par value ofthe Altin share, i.e. USD 47.8599 net per Altin share (the net buyback price).
The deduction of the Swiss withholding tax was calculated by converting the exerciseprice in US dollars into Swiss francsusing the exchange rate at 11 a.m. of CHF 0.9505 published on the Swiss National Bank website on 24 February 2015(«Foreign exchange rates (current)»). For each Altin share sold to the Company, the net buyback price in Swiss francs isCHF 45.4908 and the withholding tax deduction is CHF 15.3412.
PAYMENT Payment of the net buyback price (in USD) against delivery of the corresponding number of Altin shares and put options willbe on 17 March 2015.
LISTING The listing of the put options according to the Main Standard of SIX Swiss Exchange Ltd has been requested and approvedfor 27 February 2015. The put options will be traded on SIX Swiss Exchange Ltd from 27 February 2015 up to and inclu-ding 12 March 2015 (trading currency of the put options: US dollar).
SECURITISATION Permanent global certificate. The holders of the put options are not entitled to receive individual certificates.
RESULT OF SHARE BUYBACK Scheduled for 13 March 2015, after the close of trading, by means of a media release issued by Altin and published on
Altin's website (https://www.altin.ch/about-altin/news/index.htm?lang=en).
SHAREHOLDERS WITH MORETHAN 3% OF VOTING RIGHTS Number ofregistered shares Share of sharecapital and voting rights (1)
Alpine Select Ltd, Zug (indirectly)(2) 576,073 15.07 %
Agemo Corporation, Road Town, Tortola, 179,793 4.70 %
British Virgin Islands(3)
Richard Webb, London (indirectly)(4) 162,869 4.26 %
BKS Global PCC Limited A, St. Peter PortGuernsey (5) 115,065 3.01 %
Altin has no knowledge of the intentions of these shareholders regarding a potential sale of their Altin shares in the contextof the share repurchase program.
(1) Calculation basis: share capital currently registered in the commercial register
(2) As of: 18 December 2014
(3) According to the annual report 2013of Altin
(4) As of: 14 February 2014
(5) As of: 15 September 2014
OWN SHARES Number of registered shares Share of share capital and voting rights
172,330 4.51 %
The own shares are held by Altin (Cayman) Ltd., George Town, Grand Cayman.
INFORMATION KNOWNTO ALTIN Altin confirms that it does not currently have any non-public information that is of relevance to the share price pursuant to the
ad-hoc publicity regulations of the SIX Swiss Exchange Ltd and that must be published.
EXPENSES The allocation and exercise of put options deposited with a bank in Switzerland is free of charge.
TAXES 1. Withholding taxThe allocation of put options to Altin's shareholders is not subject to withholding tax.
Federal withholding tax constitutes 35% of the difference between the buyback price (calculated in Swiss francs) and thepar value of the Altin shares. The tax will be deducted from the buyback price by Altin on behalf of the Swiss Federal TaxAdministration.
Persons domiciled in Switzerland are entitled to have the withholding tax reimbursed to them if they are in possession of theright of use of the shares on the date the Altin shares are returned to the Company (Art. 21 para. 1 lit. a Withholding TaxAct). Persons domiciled abroad may reclaim the withholding tax in accordance with any applicable double-taxation treaties.
2. Direct taxes
The following explanations relate to direct federaltaxes. The practice as it applies to the cantonal and municipal taxes corre-sponds, as a rule, to that of direct federal tax.
a) Altin shares and put options held as private assets: The allocation and any proceeds realised from the sale of the put options are not subject to direct federal taxation. In the event the put options are exercised and Altin shares are sold to the Company, the difference between the buyback price and the par value of the Altin shares represents taxable income.b) Altin shares and put options held as business assets: The tax treatment of the receipt of the put options is determined by how they are booked. A capital gain realised from the sale of the put options is subject to income/capital gains tax. In the event the put options are exercised and Altin shares are sold to the Company, the difference between the buyback price and the book value of the Altin shares represents a taxable gain.Persons domiciled abroad are taxed in accordance with the applicable law of the country concerned.3. Turnover taxIssuing and trading in the put options is not subject to Swiss turnover tax. The repurchase by a company of its own sharesfor the purpose of reducing capital is exempt from turnover tax. Any applicable fees of SIX Swiss Exchange Ltd are nevert-heless payable.
SALES RESTRICTIONS Restrictions apply particularly to the USA/US persons, the European Economic AreaNeither the put options nor Altin shares are offered for public sale outside of Switzerland and they may only be directly orindirectly offered, sold, purchased and/or delivered in, to or from countries other than Switzerland in observance of theapplicable laws and regulations of the country in question.
APPLICABLE LAW AND PLACEOF JURISDICTION The put options are subject to Swiss law. The sole place of jurisdiction is Baar, Switzerland.
NOTE For further information relating to the buyback ofown shares please consult the website of Altin (https://www.altin.ch/about-altin/news/index.htm?lang=en).Under the listing regulations of SIX Swiss ExchangeLtd, the listing of put options is not subject to a prospectus requirement.This notice does not constitute an issue prospectus within the meaning of Art. 652a or 1156 CO.
ENTRUSTED BANK CREDIT SUISSE AG
ALTIN LTD Security number ISIN Ticker symbol
Registered shares of 1 442 452 CH 001 442452 4 ALTN
CHF 17.00 par value each
Put options 26 979 994 CH 026 979 994 3 ALTNP
PDF in English https://www.altin.ch/n/CNTP_546887_EN
PDF in French https://www.altin.ch/n/CNTP_546887_FR
PDF in German https://www.altin.ch/n/CNTP_546887_DE
This information is provided by Business Wire
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