Altin AG Transaction in Own Shares

 
TIDMAIA 
 
 

Offer and listing notice of 13 September 2013

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, 6342 Baar (the "Company") has decided to carry out a share buyback for an amount not to exceed 10% of the share capital for the purpose of capital reduction (the share capital is CHF 72,204,423, divided into 4,247,319 registered shares of CHF 17.00 each par value). A maximum of 424,731 registered shares of CHF 17.00 each par value (the "Altin shares") will be repurchased by issuing tradable put options to the shareholders. Every shareholder will receive one put option per Altin share held, free of charge. Ten put options entitle the holder to offer one Altin share to the Company for sale at the buyback price.

The 2014 Annual General Meeting will vote on a reduction in capital equivalent to the volume achieved from the share buyback.

The put options will be allocated to the Company's shareholders in accordance with the following conditions:

 
ISSUER                                            Altin Ltd, Baar 
ALLOCATION                                        1 put option for each Altin share 
                                                  Each of the 4,247,319 Altin shares issued is entitled to one put  option. A total of 4,247,319 put options will be issued. 
EX-DATE                                           13 September 2013 
INFORMATION AND PROCEDURE                         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 the  Company at the exercise price. 
EXERCISE DATE                                     27 September 2013 until 12.00 noon CEST 
                                                  Put options and the rights associated therewith expire without  entitlement to compensation if they are not exercised by this  deadline. 
EXERCISE PRICE                                    USD 57.50 per Altin share less Swiss withholding tax of 35% on the  difference between the buyback price and the par value of the Altin  share, i.e. USD 43.7639 net per Altin share (the net buyback price). 
(BUYBACK PRICE)                                   The deduction of the Swiss withholding tax was calculated by  converting the exercise price in US dollars into Swiss francs  using the exchange rate of CHF 0.9313 published on the Swiss  National Bank website on 12 September 2013 ("Bid rates Zurich 11  a.m."). For each Altin share sold to the Company, the net buyback  price in Swiss francs is CHF 40.7574 and the withholding tax  deduction is CHF 12.7924. 
PAYMENT                                           Payment of the net buyback price (in USD) against delivery of the  corresponding number of Altin shares and put options will be on 2  October 2013. 
LISTING                                           The listing of the put options according to the Main Standard of SIX  Swiss Exchange AG has been requested and approved for 13 September  2013. The put options will be traded on SIX Swiss Exchange AG from  13 September 2013 up to and including 26 September 2013 (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 27 September 2013, after the close of trading, by  means of a media release issued by the Company and published on  the Company's website (www.altin.ch). 
SHAREHOLDERS WITH MORE THAN 3% OF VOTING RIGHTS                                           Number of registered shares  Share of share capital and voting rights 
                                                  Agemo Corporation, Road Town, Tortola,  149,293                      3.51% 
                                                  British Virgin Islands 
                                                  Metage Capital Limited, London, UK      146,610                      3.45% 
OWN SHARES                                        Number of registered shares             Share of share capital and voting rights 
                                                  230,736                                 5.42% 
                                                  The own shares are held by Altin (Cayman) Ltd., George Town, Grand  Cayman. 
INFORMATION KNOWN TO ALTIN LTD                    Altin Ltd confirms that it is not in possession of any non-public  information that could have a material influence on a decision by  shareholders. 
EXPENSES                                          The allocation and exercise of put options deposited with a bank in  Switzerland is free of charge. 
TAXES                                             1. Withholding tax 
                                                  The allocation of put options to the Company'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 the par value  of the Altin shares. The tax will be deducted from the buyback  price by the Company on behalf of the Swiss Federal Tax  Administration. 
                                                  Persons domiciled in Switzerland are entitled to have the  withholding tax reimbursed to them if they are in possession of  the right of use of the shares on the date the Altin shares are  returned to the Company (Art. 21 para. 1 lit. a Withholding Tax  Act). 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 federal taxes. The  practice as it applies to the cantonal and municipal taxes  corresponds, 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 tax 
                                                  Issuing and trading in the put options is not subject to Swiss  turnover tax. The repurchase by a company of its own shares for  the purpose of reducing capital is exempt from turnover tax. Any  applicable fees of SIX Swiss Exchange AG are nevertheless payable. 
SALES RESTRICTIONS                                Restrictions apply particularly to the USA/US persons, the European  Economic Area and the United Kingdom. 
                                                  Neither the put options nor Altin shares are offered for public  sale outside of Switzerland and they may only be directly or  indirectly offered, sold, purchased and/or delivered in, to or  from countries other than Switzerland in observance of the  applicable laws and regulations of the country in question. 
APPLICABLE LAW AND PLACE OF JURISDICTION          The put options are subject to Swiss law. The sole place of  jurisdiction is Baar, Switzerland. 
NOTE                                              Under the listing regulations of SIX Swiss Exchange AG, 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 ofCHF 17.00 each par value      1 442 452                               CH 001 442452 4              ALTN 
Put options                                       21 414 364                              CH 021 414364 3              ALTNP 
 
 

PDF in English https://www.altin.ch/n/CNTP_428026_EN

PDF in French https://www.altin.ch/n/CNTP_428026_FR

PDF in German https://www.altin.ch/n/CNTP_428026_DE

 
 
 
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