Buyback of up to 3 per Cent of the Share Capital at a Purchase Price of € 16.88 per Share
AD-HOC NOTICE ACCORDING TO § 15 WpHG
The Board of Directors of InVision Software AG has resolved, on the basis of the authorisation granted to it at the general meeting of 24 August 2010, to submit to its shareholders a voluntary public offer for the buyback of individual share certificates of InVision Software AG (ISIN: DE0005859698 / WKN: 585969). This offer will be valid during the period from 31 March 2011 up to 14 April 2011 at midnight (CET) and shall encompass up to 3 per cent of the share capital of InVision Software AG, equalling up to 67,050 shares.
The offering price amounts to € 16.88 per share of InVision Software AG. Detailed offering terms are reflected in the pertinent records expected to be available on call from 30 March 2011 under the caption ‘investor relations/share buyback’ on the company’s web page (http://www.invision.de). Moreover, the offering records will presumably be published from 30 March 2001 in the Electronic Federal Gazette (Elektronischer Bundesanzeiger).
The company will not, as of the time of publication of the above offer, be holding any shares of its own. The members of the Board of Directors are entitled to take part in the share buyback programme. The repurchased shares will be used, as resolved by both the Board of Directors and the Supervisory Board, to make the equity financing of InVision Software AG more flexible and to facilitate the acquisition of stakes in other companies.
The offer is subject to the condition of shares of a calculated nominal value of at least € 44,700.00 being offered to InVision Software AG for purchase. Official permits or releases are not required. The provisions of the Law on the Takeover of Securities (Wertpapierübernahmegesetz) are not applicable to this buyback offer.
The company is entitled, under the authorisation granted by its general meeting, to adjust the offering price if, following publication of the offer, there should be substantial deviations from the authoritative market price, in which case guidance shall be taken from the average closing price quoted in respect of the period of five stock exchange trading days immediately preceding public announcement of a potential adjustment.
The buyback programme may, to the extent necessary and legally permissible, be suspended and resumed at any time. InVision Software AG has enlisted the services of M.M.Warburg & CO KGaA, Hamburg, as central clearing and settlement agency for the expert processing of this offer.