Share buy-back program
Rome, 12 October 2020 – Cementir Holding N.V. (the "Company"), in execution of the shareholders' meeting resolution of 2 July 2020, further details of which are provided in the press release issued on that date, has granted a mandate to Banca Finnat Euramerica S.p.A. (the "Intermediary") to execute the buy-back program of treasury shares (the “Program”) on behalf of the Company.
Purpose of the Program
The Program is aimed at optimizing the Company's capital structure, offering a flexible strategic and operational tool. The treasury shares will constitute an immediate investment of liquidity and may be used in the future, including without limitations, to seize opportunities for value creation, as well as for the efficient use of liquidity, in relation to market trends, and / or as part of possible growth processes, as consideration in extraordinary transactions, exchange of shareholdings, contribution or other deed of disposal and / or use, including the conversion of any future bond issues.
Duration of the Program
The duration of the Program shall be twelve months, except for an earliest closing or a possible extension no later than 31 December 2021, within the terms set by the shareholders' resolution.
The Program will involve a number of ordinary shares listed on the Italian Stock Exchange (the MTA - Mercato Telematico Azionario) - STAR segment ("Market") not to exceed the maximum aggregate expenditure of EUR 60,000,000, within the limits of the distributable reserves and any other applicable limit.
As of today, the Company does not own treasury shares.
Minimum and maximum fees and volumes
The purchase price per share shall be at least the par value and at most, including accessory purchase charges, shall not exceed 10% of the reference price recorded in the stock market session of the day preceding the completion of each individual transaction; it being understood that no shares may be purchased at a price above the higher of the price of the most recent independent transaction and the current highest bid offer submitted on the Market in which the purchase orders are entered.
The volume of shares purchased on the Market in each trading day may not exceed 25% of the average daily volume of shares traded on the same Market in the previous twenty trading days.
Procedures and execution of the Program
In carrying out its mandate, the Intermediary will act in its own name and on behalf of the Company in full independence and without any influence or contribution from the latter.
It is possible that the Intermediary may also proceed with the sale of treasury shares in order to lower the average purchase price, benefitting from any pricing uptrend. Even in the selling phase - which will in any case be accessorily to the purchasing phase - the Intermediary will adopt an operational behavior aimed at reducing the likelihood of any significant interference with free interaction between bid and offer and the process of price formation.
The purchase and sale transactions will be carried out exclusively on the Market in compliance with the equal treatment of shareholders and according to the terms and conditions established by the legal and regulatory provisions and by the provisions issued by the supervisory authorities applicable from time to time.
The Program may be suspended, discontinued or modified at any time, for any reason and without notice, in accordance with applicable law.
The transactions carried out and the related details will be communicated to the market in accordance with the terms and methods set forth by current legislation.