STS Group AG / Disclosure in accordance with Art. 2 (1) of Delegated
Regulation (EU) 2016/1052
21.11.2018 / 08:43
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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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.
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21.11.2018 The DGAP Distribution Services include Regulatory Announcements,
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Archive at www.dgap.de
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Language: English
Company: STS Group AG
Zeppelinstraße 4
85399 Hallbergmoos
Germany
Internet: https://sts.group
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