On March 2, 2017 the Management Board of Elmos Semiconductor AG (FSE: ELG), Dortmund, Germany, decided, with the Supervisory Board’s consent, to make use of the authorization issued by the resolution of the Annual General Meeting on May 8, 2015 to acquire and utilize own shares up to an amount of 10% of the share capital. Accordingly, Elmos Semiconductor AG is authorized to purchase own shares totaling up to 10% of the share capital until May 7, 2020. 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 10,000,000 Euro (excluding transaction costs). Up to 450,000 own shares (ISIN DE0005677108) (equal to roughly 2.24 % of the current share capital of Elmos Semiconductor AG) are intended to be bought back. The buyback will take place through XETRA trading at the Frankfurt Stock Exchange. The buyback is scheduled to be started on March 7, 2017 and will be completed by December 31, 2017. The shares to be acquired may be used for any of the purposes stated in the authorization to purchase and utilize treasury shares given by the General Meeting of May 8, 2015. This also includes the service of outstanding stock options programs, in order to avoid further dilution of existing shareholders.
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) 2016/1052 of March 8, 2016, and on the basis of the authorization of the General Meeting of Elmos Semiconductor AG on May 8, 2015. 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) 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.
The Management Board may suspend the stock repurchase program at any time and resume it within the above-mentioned period in compliance with applicable laws.
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 under www.elmos.com/english/investor-relations/share/stock-repurchase-program and ensure that the information remains publicly accessible for at least five years from the date of publication.