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.
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.
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, firstname.lastname@example.org, www.elmos.com