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MESSAGE (ENGLISH VERSION) | |
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Realization of Purchase of the ČEZ, a.s. Own Shares (the so called
Share-Buy-Back Program)
The General Meeting of the ČEZ, a. s. utility company, held on April 23,
2007 in the Congress Centre in Prague passed, among others, a resolution
concerning acquisition of the company’s own shares. Based on this
decision, the ČEZ company selected and entrusted two major Czech brokers
– the WOOD & Company Financial Services, a.s. and the Patria Finance,
a.s. with the realization of the purchases concerned.
The General Meeting approved that the ČEZ company may acquire own equity
shares as from April 23, 2007 in the quantity, which does not exceed
59,221,084 pieces in total.
The lowest price, at which the ČEZ company shall be allowed to acquire
its shares, is CZK 300,- per share. The highest price, at which the
company shall be allowed to acquire its shares, is CZK 2,000.- per share.
The validity period of the resolution of the General Meeting, which
means the period during which the ČEZ company is authorized to acquire
own shares, shall be 18 months as from the date of holding the General
Meeting.
The acquired shares can be used by the company for the following
purposes:
• for reduction of the equity capital of the company,
• for fulfilling the commitments arising from the joint-stock option
programs namely within the amount of 5 million pieces.
Further to the resolution of the General Meeting, the Board of
Directors decided to commence the share-buy-back program on April 25,
2007 and this was approved by the Board of Supervisors of the ČEZ
company on April 27, 2007 as well.
The share-buy-back program shall be realized on the regulated markets,
on which the company’s shares are quoted (Prague, Warsaw), namely on the
anonymous market so that no discrimination was suffered by the company’s
shareholders. Based on the recommendations provided by the legal
advisors from the Brzobohatý, Brož & Honsa, v.o.s. law office, the
realization of the share-buy-back program shall be in accordance with
the relevant legislation of the Czech Republic, particularly with Act
No. 513/1991 Coll., the Commercial Code, and with Act No. 256/2004 to
regulate business activity on the capital market, and with the
legislation of the EU, particularly with the EC Commission Regulation
No. 2273/2003 (including price and quantity restrictions concerning
share-buy-back purchases).
For the realization of the share-buy-back program, the ČEZ company
selected, on the basis of the selection procedure, two most active
traders in securities on the Czech capital market – the WOOD & Company
Financial Services, a.s. and the Patria Finance, a.s. companies. Upon
realization of the purchases, the traders shall proceed independently of
the ČEZ company and without its influence, with a reasonable
professional care and in the best interest of the company, and they
shall keep the company informed of unexpected events and, in compliance
with the principle of the professional care, they shall provide
recommendations concerning further steps.
The reason for the realization of the share-buy-back program is the
current ineffective structure of the capital and the unsatisfactory
dept-to-equity ratio of the company. Timing of the realization of the
share-buy-back program was also affected by the decision of the
Government of the Czech Republic of March 19, 2007 concerning the sale
of part of the ČEZ company’s shares through the capital market. The
released intention of the Government of the Czech Republic offers an
interesting opportunity how to realize the share-buy-back program of the
ČEZ company shares by method, which is beneficial for the company and
for its shareholders as well.
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