ADB Group Board of Directors proposes a dividend to shareholders
(Thomson Reuters ONE) -
ADB Holdings S.A. / ADB Group Board of Directors proposes a dividend to shareholders processed and transmitted by Hugin AS. The issuer is solely responsible for the content of this announcement.
Geneva - 1 June 2010
Advanced Digital Broadcast Holdings S.A. (SIX: ADBN) reported today that the
Board of Directors in its meeting on 1 June 2010 decided on their proposals for
the upcoming Annual General Meeting of shareholders.
The Board of Directors decided to recommend a dividend be distributed to the
shareholders. Provided that the proposal of the Board of Directors is approved,
the gross dividend will be 3.00 CHF per share, prior to applicable Swiss
withholding tax of 35%. The ex-dividend date will be 30 June 2010, and the
payment date will be 15 July 2010.
In addition, the Board of Directors proposes a cancellation of the 619,054
shares repurchased through the buyback programme launched on 7 September 2009
and completed on 18 February 2010. Currently the Company has a total of
6,190,542 shares, out of which 1,189,747 are held in treasury. Provided that the
proposal of the Board of Directors is approved, the Company will have 5,571,488
shares out of which 570,693 held in treasury.
The invitation to the Annual General Meeting of shareholders with the respective
agenda as well as this press release, the Annual Report, the report of the
Statutory auditors on the appropriation of the Company's earnings and further
information on ADB Group, shall be available at the Group website at
www.adbholdings.com
For further information please contact:
Tina Nyfors
Executive Vice President
Corporate Development
Tel: +41 22 592 8433
Fax: +41 22 592 8432
t.nyfors(at)adbglobal.com
-end-
About ADB Group (SIX: ADBN)
ADB Group (www.adbholdings.com
1995 and is a leading developer of solutions required to view and interact with
digital TV broadcast through cable, satellite, terrestrial and IP networks. The
Group primarily sells consumer premise devices, including set-top boxes, with
over 15 million units deployed since 1997. The development and sales of the
Group's products and services are conducted through ADB (www.adbglobal.com
This press release contains forward-looking statements. You are cautioned that
any such forward-looking statements are not guarantees of future performance and
involve risks and uncertainties, and that actual results may differ materially
from those in the forward-looking statements as a result of various factors,
among which:
* future developments of the world digital TV market, in particular the future
demand for digital TV products in the key markets and from key customers
served by our Group;
* pricing pressures, competitive market situation;
* our and the industry's capability to successfully and timely innovate and
develop challenging technology, and our capability to hire and retain
high-level employees;
* changes in the exchange rates between the US$ and the main other operating
currencies of the Group, including the Euro and the Polish Zloty;
* our ability in an intensive competitive environment, to continue securing
orders from existing or new customers and to achieve our pricing
expectations for volume supplies of new products in whose development we
have or are currently investing;
* the ability of our suppliers to meet our demands for supplies, qualitatively
or quantitatively, and to offer competitive pricing;
* our gross margin could vary significantly from expectations based on changes
in revenue levels, product mix and pricing, changes in unit costs, and the
timing and execution of shipments ramp-ups;
* changes in the economic, tax, social or political environment, including
import and other duties, military conflict, terrorist activities, as well as
natural events such as severe weather, health risks, epidemics or
earthquakes in the countries in which we, our key customers and our
suppliers operate;
* our ability to obtain required licenses on third-party intellectual property
on reasonable terms and conditions, the impact of potential claims by third
parties involving intellectual property rights relating to our business, and
the outcome of litigation;
* the results of actions by our competitors, including new product offerings
and our ability to react thereto;
Advanced Digital Broadcast Holdings SA undertakes no obligation to publicly
update or revise any forward-looking statements. Advanced Digital Broadcast
Holdings SA reserves the right to amend the information at any time without
prior notice.
The information contained in this press release may not be considered as being a
substitute for economic, legal, tax or other advice and you are cautioned to
base investment decisions or other decisions on the content of this release. You
are recommended to consult your investment advisers or other advisers prior to
making any decision.
This press release is not an offer of securities for sale or a solicitation to
invest in Advanced Digital Broadcast Holdings SA securities. In particular, it
is not an offer of securities for sale in the United States of America, its
territories and possessions. Securities may not be offered or sold in the
United States absent registration or an exemption from registration under the
U.S. Securities Act of 1933, as amended. Advanced Digital Broadcast Holdings
S.A. does not intend to register its securities in the United States of America.
Invitation to the Ordinary General Meeting
The Shareholders of Advanced Digital Broadcast Holdings SA are invited to attend
the Ordinary General Meeting which will take place on June 25, 2010, at 10:00
am, at the Four Seasons Hotel des Bergues, 33 Quai des Bergues, 1201 Geneva,
Switzerland.
Agenda
1. Approval of Annual Report, including statutory accounts of Advanced Digital
Broadcast Holdings SA and consolidated statements of accounts of the Group for
the year 2009, reports of the statutory auditors and of the Group auditors
The Board of Directors proposes that the Annual Report be approved.
2. Appropriation of available earnings
The Board of Directors proposes the following appropriation:
Share premium
Share premium 45,458,702 CHF
Transfer to reserves available for distribution (27,108,047) CHF
Share premium to be carried forward 18,350,655 CHF
Reserves available for distribution
Transfer from general reserve 27,108,047 CHF
Transfer to accumulated deficit (12,055,662) CHF
Dividend* 15,002,385
CHF
Balance to be carried forward* 50,000 CHF
Accumulated deficit
Accumulated deficit (12,055,662) CHF
Transfer from reserves available for distribution 12,055,662 CHF
Balance to be carried forward -
CHF
* amount may vary based on the actual numbers of shares held in treasury by
the Company on the last trading day with entitlement to receive the dividend
Provided that the proposal of the Board of Directors is approved, the gross
dividend will amount to CHF 3.00 per share, which will correspond to a net
amount of CHF 1.95 per share after deduction of the 35% Swiss withholding tax,
as applicable. The last trading day with entitlement to receive the dividend
shall be June 29, 2010. The shares shall be traded ex dividend as of June
30, 2010. The dividend shall be paid on July 15, 2010.
3. Ratification and discharge of the members of the Board of Directors
The Board of Directors proposes that the members of the Board of Directors be
discharged for their activity during the year 2009.
4. Election to the Board of Directors
The Board of Directors proposes that the following members of the Board of
Directors be re-elected:
- 4.1 Mr. Andrew Rybicki
- 4.2 Mr. Thomas Steinmann
- 4.3 Mr. Jean-Christophe Hocké
- 4.4 Mr. Philippe Geyres.
5. Re-election of the statutory auditors and of the Group auditors
The Board of Directors proposes that Deloitte SA be re-elected for an additional
one year mandate as statutory and Group auditors.
6. Capital reduction
On the last General Meeting of Shareholders, the Shareholders authorized the
Board of Directors to execute a share buyback program for up to 10% of the
outstanding share capital on a second trading line, with the purpose of
cancelling the acquired shares by way of reduction of the share capital. On
February 18, 2010, the Company announced the closing of this share buyback
program, a total of 619,054 having being acquired.
Following the decision of the last General Meeting of Shareholders, the Board of
Directors proposes to adopt the following resolution:
1. It is resolved to reduce the share capital of the Company, presently of
CHF 1,547,635.50 by an amount of CHF 154,763.50 through the cancellation of
619,054 registered shares.
2. The Article 5 of the Articles of Association is modified as follows:
"The share capital is set at ONE MILLION THREE HUNDRED NINETY-TWO THOUSAND EIGHT
HUNDRED SEVENTY-TWO FRANCS (CHF 1,392,872.00), fully subscribed.
It is divided into 5,571,488 ordinary common shares of CHF 0.25 each, fully
subscribed."
The capital reduction by cancellation of shares can only be accomplished after
publication of three notices to creditors in accordance with Article 733 of the
Swiss Code of Obligations. Such notices to creditors will be published after the
General Meeting of Shareholders in the Swiss Official Gazette of Commerce. After
the two-month waiting period required by law has lapsed, the capital reduction
can be effected and entered into the Commercial Register.
7. Miscellaneous
The Annual Report including statutory accounts of Advanced Digital Broadcast
Holdings SA and consolidated statements of accounts of the Group for the year
2009, the reports of the statutory auditors and of the Group auditors shall be
available for the Shareholders starting June 4, 2010 at Advanced Digital
Broadcast Holdings SA premises, located at Avenue de Tournay 7, 1292 Chambésy
(GE), Switzerland, as well as on the Company's website www.adbholdings.com. From
the same date, any Shareholder may request that a copy of these documents be
sent by courier.
A personal invitation to the Ordinary General Meeting with an admission card
shall be sent to the registered Shareholders. Only the Shareholders validly
registered with voting rights in the share register of the Company as of June
15, 2010 shall be entitled to vote. No new Shareholder shall be registered in
the share register between June 16, 2010 and June 25, 2010.
Shareholders who cannot attend the Ordinary General Meeting in person can elect
to be represented by another Shareholder validly registered in the share
register with voting rights, by the Company or by Maître Bénédict de Candolle,
Rue Rodolphe-Toepffer 5, 1206 Geneva, Switzerland, the independent proxy, with
the meaning of Article 689c CO. In the absence of instructions on some or all of
the proposals, the voting rights shall be exercised by the Company or the
independent proxy, as the case may be, in favor of the Board of Directors'
proposals.
The proxy holders of deposited shares according to Article 689d CO are requested
to inform the Company of the number of shares they represent no later than by
June 21, 2010. The entities subject to the Federal Banking Law of November
8, 1934 as well as professional asset managers are considered as proxy holders
of deposited shares.
Geneva, June 1, 2010
Advanced Digital Broadcast Holdings SA
On behalf of the Board of Directors
The Chairman : Andrew N. Rybicki
English Version provided for convenience - French Version Prevails
[HUG#1420817]
--- End of Message ---
ADB Holdings S.A.
Avenue de Tournay 7 Chambesy Switzerland
ISIN: CH0021194664;
ADB Group proposes dividend to shareholders: http://hugin.info/136393/R/1420817/370273.pdf
AGM Invitation and Agenda: http://hugin.info/136393/R/1420817/370283.pdf
Unternehmensinformation / Kurzprofil:
Datum: 02.06.2010 - 00:15 Uhr
Sprache: Deutsch
News-ID 21810
Anzahl Zeichen: 0
contact information:
Town:
Chambesy
Kategorie:
Business News
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