Elmos Semiconductor AG / Stock repurchase program via the stock exchange
14.12.2018 / 13:43
Dissemination of a Post-admission Duties announcement transmitted by DGAP -
a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Elmos Semiconductor AG / Announcement pursuant to Art. 5(1) lit. a) of
Regulation (EU) No. 596/2014 of the European Parliament and of the Council
of April 16, 2014 and Art. 2(1) of the Commission Delegated Regulation (EU)
No. 2016/1052 of March 8, 2016 / Stock repurchase program
Dortmund, December 14, 2018: On December 7, 2018 the Management Board of
Elmos Semiconductor AG (FSE: ELG), Dortmund, Germany, decided, with the
Supervisory Board's consent, to make partly use of the authorization issued
by the resolution of the Annual General Meeting on May 16, 2018 to acquire
and utilize own shares up to an amount of 10% of the share capital.
According to the authorization of the Annual General Meeting, Elmos
Semiconductor AG is authorized to purchase own shares totaling up to 10% of
the share capital until May 15, 2023. If the shares are purchased on the
stock exchange, consideration paid by the Company per share (excluding
transaction costs) shall neither exceed the opening price on Xetra (or a
comparable successor system) in Frankfurt/Main as of the purchase date by
more than 10% nor fall below that price by more than 20%.
According to the resolutions, the purchase price for the acquisition of the
company's shares may altogether not exceed 21,108,689 Euro (excluding
transaction costs). The price per share is not allowed to exceed 21,00 Euro
(excluding transaction costs). Up to 1,005,176 own shares (ISIN
DE0005677108) (equal to approx. 5.0 % of the current share capital of Elmos
Semiconductor AG) are intended to be bought back. The shares to be acquired
may be used for any of the purposes stated in the authorization to purchase
and utilize own shares given by the General Meeting of May 16, 2018. The
buyback is scheduled to be started on December 17, 2018 and ends on
December 31, 2019 at the latest. The stock repurchase program may be
suspended and resumed at any time within the above-mentioned period as well
as terminated earlier by the Management Board in compliance with applicable
laws.
The stock repurchase will be carried out with the assistance of a credit
institution. The credit institution engaged for the buyback will make its
decision regarding the time of purchasing shares independently and without
any influence of Elmos Semiconductor AG in accordance with Art. 4(2) lit.
b) of Commission Delegated Regulation (EU) No. 2016/1052 of March 8, 2016.
Insofar, Elmos Semiconductor AG will not exercise any influence over the
credit institution's decisions.
The repurchase of shares will be carried out in accordance with Art. 5(1)
lit. a) to c) and (3) to (5) of Regulation (EU) No. 596/2014 of the
European Parliament and of the Council of April 16, 2014 and Commission
Delegated Regulation (EU) No. 2016/1052 of March 8, 2016, and on the basis
of the authorization of the General Meeting of Elmos Semiconductor AG on
May 16, 2018. The company will obligate the credit institution accordingly.
The shares of Elmos Semiconductor AG will be purchased at market prices in
accordance with the trading conditions according to Art. 3 of Commission
Delegated Regulation (EU) No. 2016/1052 of March 8, 2016. In particular,
the shares of Elmos Semiconductor AG will not be purchased at a price that
is higher than the last independently concluded trade or (should this be
higher), above the currently highest independent bid on the exchange where
the purchase is carried out. Furthermore, Elmos Semiconductor AG will not
purchase on any trading day more than 25% of the average daily trading
volume of shares on the trading venue on which the purchase is carried out.
The average daily trading volume is calculated based on the average daily
trading volume during the 20 trading days preceding the date of the
respective purchase.
Information on the transactions related to the stock repurchase program
will be published appropriately in detailed form and in aggregated form no
later than by the end of the seventh trading day after the day such
transactions are executed. Elmos Semiconductor AG will also publish the
disclosed transactions on its website www.elmos.com in the section
'investor relations' and ensure that the information remains publicly
accessible for at least five years from the date of publication.
About Elmos
Elmos develops, produces and markets semiconductors and sensors, primarily
for use in the automotive industry. Our components communicate, measure,
regulate and control safety, comfort, powertrain and network functions. For
over 30 years, Elmos innovations have been bringing new functions to life
and making mobility worldwide safer, more comfortable and more energy
efficient.
Contact
Elmos Semiconductor AG, Thalea Blunk, Heinrich-Hertz-Str. 1, 44227
Dortmund/Germany, Telephone: +49 231-7549-0, Direct line: -273, Fax: +49
231-7549-111, invest@elmos.com, www.elmos.com
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14.12.2018 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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Language: English
Company: Elmos Semiconductor AG
Heinrich-Hertz-Str. 1
44227 Dortmund
Germany
Internet: http://www.elmos.com
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