AS Ekspress Group organizes OTC buy-back of up to 500 000 own shares 25.04
According to the option program approved by the extraordinary shareholder meeting on 21.11.2013, AS Ekspress Group organizes an over-the-counter buy-back of up to 500 000 own shares from shareholders during the period May 2-6, 2016 with the price of 1,30 Euros per share.
According to the decision of the general meeting, own shares can be acquired in one transaction or in parts from the stock market or over the counter between 21.11.2013 and 31.12.2016. The minimal price paid for one share can be the stock market price formed on the day of the transaction or in case of OTC acquisition, the nominal value of a share stipulated in the charter, which is 0,60 EUR; the maximum price for a share can be the stock market price formed on the day of the transaction or in case of OTC acquisition, the maximum of 1,35 EUR. Amounts paid for the shares must surpass the share capital and reserve capital. The shares may not be encumbered with the rights of third persons.
The buy-back program will be carried out under the following conditions:
1. The purchase price is 1,30 Euros for one AS Ekspress Group share (hereinafter: Share).
2. All investors can sell their shares to the issuer under equal conditions, presenting their sales order through their account administration bank from May 2, 2016 10:00 until May 6, 2016 16:00 (hereinafter: Transaction period). The value date of the transaction is May 11, 2016. The issuer discloses the results of the buy-back program on May 9, 2016.
3. The sales order must state the number of Shares the investor (hereinafter: Seller) wishes to sell and it may not surpass 500 000 Shares. If the number of Shares stated in the transaction order is larger than 500 000, the the sales order is considered to be 500 000 Shares.
4. The Seller has the right to present several sales orders during the Transaction period. In case the Seller has presented several sales orders, the number of Shares expressed in them is summed according to the identification code (registry code /personal identification number /date of birth) and will be handled as one sales order for the summed number of Shares, providing that the Seller owns that amount of the Shares. The Seller does not have a right to reclaim any sales order.
5. In case all the Sellers combined wish to sell more than 500 000 Shares during the buy-back, the issuer purchases the Shares proportionally according to the following conditions. Every Seller, who wishes to sell less than 1000 shares, can sell all the Shares they wish to sell (hereinafter Guaranteed Part I). The Seller who wishes to sell more than 1000 shares, can sell 1000 Shares (hereinafter Guaranteed Part II), with the possible addition of the proportional part falling upon them (hereinafter Proportional Part).
6. The Proportional Part is formed as the following. The buy-back of the number of Shares guaranteed with the right to sell the Guaranteed Part I and Guaranteed Part II will be subtracted from the five hundred thousand. The result will be divided with the total number of Shares that are intended to be sold, subtracting the Guaranteed Parts I or II. The result will be multiplied with the number of Shares each Seller wishes to sell that surpasses the Guaranteed part II. The result of the calculation will be rounded up according to the rounding rules. The result will be the Proportional Part of the Seller. The surplus left as the result of the rounding will be divided between the Sellers randomly.
7. In case the sum of Guaranteed Part I and Guaranteed Part II surpasses 500 000 Shares, the Guaranteed Part II will be considered 100 Shares and Guaranteed Part I will be the full amount of Shares stated in the sales order however no more than 100 Shares. The rest of the Shares offered to be bought back will be diminished proportionally.
Chairman of the Management Board
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