MILAN, October 20, 2010 /PRNewswire-FirstCall/ -- Buongiorno S.p.A. (FTSE Italia STAR: BNG), a leading multinational in mobile entertainment, announces that the program to purchase ordinary treasury shares authorised by the Shareholders' Meeting on 30 April 2010 will commence on 20 October 2010. The following is a detailed account of the purchase program in accordance with Article 144-bis, paragraph 3, of the Rules adopted by CONSOB in Resolution 11971/99.
Pursuant to Article 2357 of the Italian Civil Code, the Shareholders' Meeting of 30 April 2010 authorised the purchase, in one or more instalments, of a revolving maximum of 10,000,000 shares in the Company (representing 9.4% of current capital), considering the shares held by the Company's subsidiaries and within the legal limits, without prejudice to the fact that the par amount of the treasury shares in portfolio may not exceed 10% of capital.
The plan is aimed at providing the Company with the means to pursue the following goals: (i) disposal and/or exchange of treasury shares in view or in the context of arrangements with partners as part of the Company's development strategy; (ii) execution of investment transactions in accordance with the Company's strategic guidelines through the exchange, swap, contribution, transfer or other act of disposal of treasury shares to acquire equity investments or equity packages or to undertake other extraordinary finance transactions that imply the granting or disposition of treasury shares; (iii) stabilisation activity for the Company's share prices through action affecting share performance in relation to contingent market situations, thereby facilitating the exchange of shares at times of low market liquidity and/or fostering the regular course of trading.
Purchase transactions may be undertaken until the end of the 18th month from the date of the authorising resolution by the Shareholders' Meeting, held on 30 April 2010.
The unit cost for the purchase of the shares must fall within a range of 10% above to 10% below the market price of the stock during the three market sessions prior to the purchase transaction.
The maximum outlay for the purchase of treasury shares may not exceed the available reserves presented in the most recent regularly approved financial statements. Only entirely unencumbered shares may be purchased. The financial statements of Buongiorno S.p.A. as at 31 December 2009, approved by the Shareholders' Meeting on 30 April 2010, present available reserves of EUR96,422,000. Accordingly, the maximum amount of treasury shares that may be purchased is EUR96,422,000, without prejudice to the obligation to verify that such reserves have not been depleted by any losses for the period.
The treasury shares currently in portfolio and any treasury shares acquired in the future may be disposed of at any time. Minimum consideration for the disposal of treasury shares shall be 10% less than the price of the stock during the three market sessions prior to each individual sale transaction.
The Company also announces that treasury share purchase and sale transactions shall be undertaken through an authorised intermediary upon which the Company will confer a specific mandate.
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SOURCE Buongiorno Spa