DGAP-CMS: GEA Group Aktiengesellschaft: Release of a capital market information
DGAP Post-admission Duties announcement: GEA Group Aktiengesellschaft
/ Disclosure according to sec. 2 para. 1 of Regulation (EU) No. 2016/1052
Düsseldorf, 5 July 2022
Disclosure according to sec. 2 para. 1 of Regulation (EU) No. 2016/1052
The Executive Board of GEA Group Aktiengesellschaft in Düsseldorf ("GEA" or "Company") resolved on 12 August 2021 to acquire own GEA shares (ISIN DE0006602006) ("GEA Shares") for a total purchase price (excluding incidental expenses) of up to EUR 300 million via the stock exchange from August 2021 until the end of 2022.
The Executive Board is thus availing itself of the authorization to buy back shares granted by the Annual General Meeting on 19 April 2018.
The buy-back shall be carried out in two tranches. In the course of the first tranche, a total of 3,169,867 shares, corresponding to 1.76 % of the share capital, were repurchased from 16 August 2021 up to and including 17 February 2022. A second tranche with a purchase price (excluding incidental expenses) of up to EUR 170 million, but in any event not more than 14,800,000 GEA-Shares, shall now be carried out from 6 July 2022 to 30 December 2022 (unless the buy-back period is extended) at the conditions stated below.
The buy-back will be carried out in accordance with Articles 5, 14 and 15 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 (hereinafter: Regulation (EU) 596/2014) in conjunction with the rules of Commission Delegated Regulation (EU) No 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards on the conditions applicable to buy-back programmes and stabilisation measures (hereinafter: Regulation (EU) 2016/1052), with the exception of the purpose of the acquisition according to Article 2 para. 1 sentence 1 lit. a) of Regulation (EU) 2016/1052 in conjunction with Article 5 para. 2 of Regulation (EU) 596/2014.
The buy-back will be carried out on behalf of and for the account of GEA using an independent investment firm. The independent investment firm is obliged to carry out the acquisition of GEA shares in keeping with the above-mentioned rules and to comply with the provisions of the Annual General Meeting authorisation of 19 April 2018. According to these provisions, GEA is authorised until 18 April 2023 to acquire its own shares with a proportionate amount of the share capital attributable to them of up to a total of 10% of GEA's share capital existing at the time of the resolution. If GEA shares are acquired via the stock exchange, the purchase price per share paid by the Company may not exceed the arithmetic mean of the share price (closing auction prices of GEA shares in XETRA trading or a comparable successor system replacing the XETRA system on the Frankfurt Stock Exchange) on the three trading days preceding the respective date of acquisition by more than 10 % or fall below this price by more than 20 % (in each case excluding incidental acquisition expenses).
The investment firm will make its decisions regarding the timing of GEA share acquisitions independently of and without influence by GEA, according to Article 4 para. 2 lit. b) of Regulation (EU) 2016/1052. The right of the Company to terminate the mandate with the investment firm prematurely and/or to transfer the mandate to one or more other banks in accordance with the legal requirements to be followed shall remain unaffected.
The share buy-back may be suspended, halted and, if necessary, resumed at any time in accordance with the legal requirements to be observed.
In particular, the investment firm is obliged to comply with the trading conditions of Article 3 of Regulation (EU) 2016/1052 and the conditions of this share buy-back programme. In particular, GEA shares will not be purchased at a price that is higher than the price of the last independently executed trade or (should this be higher) the price of the current highest independent bid on the trading venue on which the purchase takes place. In addition, no more than 25 % of the average daily turnover of shares on the trading venue on which the purchase is made will be purchased on any single trading day. The average daily turnover of shares is calculated on the basis of the average daily trading volume during the 20 trading days preceding the respective purchase date.
The shares acquired may be used for all legally admissible purpose authorised by the Annual General Meeting on 19 April 2018, in particular as acquisition currency or as scrip dividends. Currently it is not intended to cancel the repurchased shares.
The transactions will be published according to the provisions of the Regulation (EU) 2016/1052; GEA will provide regular information on the progress of the share buy-back programme at www.gea.com.
05.07.2022 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
|Company:||GEA Group Aktiengesellschaft|
|End of News||DGAP News Service|