Notice pursuant to Article 5(1)(a) of Regulation (EU) No 596/2014 and Article 2(1) of Delegate Regulation (EU) 2016/1052
Munich, 17 September, 2020 – The Management Board of the General Partner of Mutares SE & Co KGaA (ISIN: DE000A2NB650) (the “Company”) has decided, with the consent of the Supervisory Board of the General Partner, to launch a share buyback program in the amount of up to EUR 2.5 million (excluding transaction costs) (“share buyback program 2020/I”).
The share buyback program 2020/I follows the authorization of the Company’s Annual General Meeting of 23 May, 2019, according to which treasury shares of the Company may be acquired in addition to a sale via the stock exchange or via an offer to all shareholders for any permissible purpose, but in particular also for the purpose of redemption and for the offer and transfer against non-cash contributions in the case of company acquisitions.
As part of the 2020/I share buyback program, a total of up to 250,000 treasury shares of the Company may be bought back in the period from 17 September, 2020, to 31 March, 2021. As the highest possible total purchase price for the acquisition of the Company’s shares (without incidental acquisition costs), the Management Board, with the consent of the Supervisory Board, has allocated the amount of EUR 2.5 million to the General Partner.
The share buyback will be carried out in accordance with the safe harbor regulations of Art. 5 of Regulation (EU) No. 596/2014 of the European Parliament and Council of 16 April, 2014 on market abuse (Market Abuse Regulation) in conjunction with the provisions of Commission Delegate Regulation (EU) 2016/1052 of 8 March, 2016.
The shares will be repurchased exclusively via the stock exchange. The share buyback can take place at all trading places where the Company’s shares are traded, in particular in Xetra trading on the Frankfurt Stock Exchange.
In accordance with the authorization of the Company’s Annual General Meeting on 23 May, 2019, when the Company’s shares are acquired on the stock exchange, the purchase price per share of the Company paid by the Company (excluding incidental acquisition costs) may not be more than 10% higher or lower than the price of a share of the Company in Xetra trading (or a corresponding successor system) determined on the trading day by the opening auction. In addition, in accordance with Art. 3 (2) of the Delegate Regulation (EU) 2016/1052 of 8 March, 2016, shares may not be acquired under the 2020/I share buyback program at a price that is higher than the price of the last independent transaction or (should this be higher) higher than the price of the currently highest independent bid on the trading platform on which the purchase takes place. Furthermore, pursuant to Art. 3 (3) of the Delegate Regulation (EU) 2016/1052 of 8 March, 2016, no more than 25% of the average daily turnover of shares on the trading platform on which the purchase is carried out may be purchased per trading day.
The share buyback will be carried out on behalf and for the account of the Company by a credit institution that will make its decisions on the timing of the acquisition of the Company’s own shares in accordance with Article 4 (2) lit. b) of Delegate Regulation (EU) 2016/1052 of 8 March, 2016, independently of and uninfluenced by the Company during the aforementioned period. In this respect, the Company will not influence the decisions of the bank. Among other things, the credit institution has also undertaken vis-à-vis the Company to comply with the trading conditions pursuant to Art. 3 of the Delegate Regulation (EU) 2016/1052 of 8 March, 2016 and the specifications contained in the share buyback program 2020/I.
The 2020/I share buyback program may be suspended and also resumed at any time, if necessary and legally permissible.
The acquired shares may be used for any of the purposes set out in Article 5 (2) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014.
Information on the transactions associated with the 2020/I share buyback program will be published in a version that meets the requirements of Art. 2 (3) sentence 1 in conjunction with (2) of the Delegate Regulation (EU) 2016/1052 of 8 March 2016 shall be appropriately announced at the latest at the end of the seventh trading day after the date of execution of such transactions.
In addition, the Company will publish the announced transactions on its website (www.mutares.de) in the ‘Investor Relations’ section in accordance with Art. 2 (3) sentence 2 of the Delegate Regulation (EU) 2016/1052 of 8 March, 2016, and will ensure that the information remains publicly accessible for at least five years from the date of the appropriate announcement.