Disclosure in accordance with Art. 2 (1) of Delegated Regulation (EU) 2016/1052
Hallbergmoos/Munich, November 21, 2018 – The Executive Board of STS Group AG today resolved, with the approval of the Supervisory Board, to launch a share buy-back program amounting to 1 mEUR (not including ancillary acquisition costs) (“Share Buy-Back Program 2018/I”).
In the Share Buy-Back Program 2018/I, a total of up to 50,000 of the Company’s own shares are to be bought back in the period between November 22, 2018, to May 21, 2019. The Executive Board has allotted an amount of 1 mEUR as the highest possible total purchase price for the acquisition of the Company’s shares (not including ancillary acquisition costs).
The share buy-back will be performed in accordance with the safe harbor provisions of Art. 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014, in conjunction with the requirements of Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016 (“Delegated Regulation”).
The acquired shares can be used in order to reduce the Company’s share capital by withdrawing the shares, to service purchase obligations or rights for shares of the Company arising from and in connection with convertible bonds, bonds with warrants or profit participation rights with conversion rights or warrants issued by the Company or one of its subsidiaries, or to fulfill obligations to employees and board members of the Company and their associated companies from a stock option program of the Company.
According to the authorization granted by the Company’s Annual General Meeting on May 3, 2018, the purchase price per share (not including ancillary acquisition costs) in an acquisition of the Company’s own shares via the stock exchange may be no more than 10% higher or lower than the price of a share in the Company on the Xetra trading platform (or an equivalent successor system) on the Frankfurt Stock Exchange determined by the opening auction on the trading day. In addition, in accordance with Art. 3 (2) of the Delegated Regulation, in the Share Buy-Back Program 2018/I shares may not be purchased at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out.
The share buy-back is performed on behalf of and on account of the Company by a credit institution that makes its trading decisions concerning the timing of the purchase of the shares within the aforesaid period independently of and uninfluenced by the Company in accordance with Art. 4 (2) lit. b) of the Delegated Regulation. In this respect, the Company will bear no influence on the credit institution’s decisions. The credit institution has also, among other things, promised the Company that it will comply with the trading conditions in accordance with Art. 3 of the Delegated Regulation and the specifications contained in the Share Buy-Back Program 2018/I.
The Share Buy-Back Program 2018/I can, if necessary and legally permissible, be suspended and resumed at any time.
Information on the transactions relating to the Share Buy-Back Program 2018/I will be adequately publicly disclosed no later than by the end of the seventh daily market session following the date of execution of such transactions in a manner in line with the requirements of Art. 2 (3) sentence 1 in conjunction with (2) of the Delegated Regulation.
In accordance with Art. 2 (3) sentence 2 of the Delegated Regulation, the Company will also post the transactions disclosed on its website (https://sts.group/) under “Investor Relations” and keep that information available to the public for at least a five-year period from the date of adequate public disclosure.
Overview of the Share Buyback activities
|Date||Number of Shares||Share Price|
|04/29/19 - 05/03/19||6,000||10.19|
|04/23/19 - 04/26/19||7,304||11.17|
|04/08/19 - 04/12/19||4,444||8.000|
|04/01/19 - 04/05/19||4,380||8.950|
|03/25/19 - 03/29/19||165||9.100|
|03/18/19 - 03/22/19||1,716||9.161|
|03/11/19 - 03/15/19||1,248||9.115|
|03/04/19 - 03/08/19||1,171||9.420|
|02/25/19 - 03/01/19||1,591||9.434|
|02/18/19 - 02/22/19||2,348||9.345|
|02/11/19 - 02/15/19||1,792||9.908|
|02/04/19 - 02/08/19||2,458||10.240|
|01/28/19 - 02/01/19||1,900||10.198|
|01/21/19 - 01/25/19||2,593||10.517|
|01/14/19 - 01/18/19||1,000||10.459|
|12/10/18 - 12/16/18||800||11.035|
|12/03/18 - 12/09/18||1,763||12.073|
|11/26/18 - 12/02/18||1,000||13.283|
|11/19/18 - 11/25/18||1,200||13.475|
|07 May 2019||20th Interim Announcement|
|26 Apr 2019||19th Interim Announcement|
|18 Apr 2019||18th Interim Announcement|
|15 Apr 2019||17th Interim Announcement|
|05 Apr 2019||16th Interim Announcement|
|29 Mar 2019||15th Interim Announcement|
|22 Mar 2019||14th Interim Announcement|
|15 Mar 2019||13th Interim Announcement|
|08 Mar 2019||12th Interim Announcement|
|01 Mar 2019||11th Interim Announcement|
|22 Feb 2019||10th Interim Announcement|
|15 Feb 2019||9th Interim Announcement|
|08 Feb 2019||8th Interim Announcement|
|01 Feb 2019||7th Interim Announcement|
|25 Jan 2019||6th Interim Announcement|
|18 Jan 2019||5th Interim Announcement|
|14 Dec 2018||4th Interim Announcement|
|07 Dec 2018||3th Interim Announcement|
|30 Nov 2018||2th Interim Announcement|
|23 Nov 2018||1th Interim Announcement|