Current Report No.: 31/2020
Legal basis: Article 17 section 1 MAR – Inside information.
Contents of the report:
The Management Board of Boryszew S.A. (“Issuer”, “Company”) informs that on October 26, 2020, acting on the basis of the authorization granted by the Ordinary General Meeting of the Company by Resolution No. 22 of June 25, 2019 on authorizing the Management Board of the Company to buy-back its own shares, Boryszew S.A. adopted the Program for the buy-back of own shares of Boryszew S.A., specifying the detailed conditions for the buy-back of own shares by the Issuer.
Below, the Issuer provides: The share buy-back program of Boryszew S.A.:
I. LEGAL BASIS.
Having regard to Art. 362 § 1 item 5 of the Code of Commercial Companies, implementing the provisions of Resolution No. 22 of the Ordinary General Meeting (“OGM”) of Boryszew S.A. with its registered office in Warsaw (“Company”) of June 25, 2019 regarding the authorization of the Management Board of the Company to purchase own shares of Boryszew S.A., the Management Board of the Company presents the Program for the buy-back of own shares. This Acquisition Program (“Program”) applies to the Company’s shares listed on the main market of the Warsaw Stock Exchange. (“WSE”) and its content was prepared in accordance with Resolution No. 22 of the Ordinary General Meeting of Boryszew S.A. of June 25, 2019 (“Resolution”).
II. PURPOSE OF THE PROGRAM.
The aim of the Program is the acquisition of the Company’s own shares in Boryszew S.A. in order to redeem, on the terms and in the manner specified in the above-mentioned Resolution No. 22
Acquisition of own shares of Boryszew S.A. offers the possibility of selling the shares of investors who decide to get rid of the Company’s shares, considering that the price offered as part of the purchase is favorable for them.
III. DETAILED INFORMATION ABOUT THE PROGRAM.
- Commencement of the Program for the purchase of own shares in Boryszew S.A. is scheduled for October 26, 2020.
- The Program covers the Company’s shares listed on the WSE main market.
- The total number of shares will not exceed 80,000,000 (say: eighty million) shares, which constitute 33.33% of the Company’s share capital.
- For the implementation of the share buyback program, the Company will allocate the amount of the Company’s reserve capital established for this purpose pursuant to resolutions No. 23 of the Ordinary General Meeting of Boryszew S.A. of June 25, 2019.
- The Company will purchase its own shares as follows: (i) in transactions on the regulated market of the Warsaw Stock Exchange, (ii) in OTC transactions or transactions, or (iii) through a public tender offer or a tender offer to subscribe for the sale of own shares announced (announced) pursuant to the provisions of the Act of July 29, 2005. on public offering and the conditions for introducing financial instruments to an organized trading system and on public companies (Journal of Laws of 2016, item 1639, as amended) (“Act”). Own Shares may be acquired by the Company (or its subsidiary) directly or through an investment firm.
- In the case of acquiring Own Shares in transactions on the regulated market, referred to in point 5 (i) above, the price per share will be determined in accordance with Art. 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse and repealing Directive 2003/6 / EC of the European Parliament and of the Council and Commission Directives 2003/124 / EC, 2003/125 / EC and 2004/72 / EC (Journal of Laws UE. 2014.173.1), (“MAR”) and Standard (Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No. 596 of the European Parliament and of the Council / 2014 with regard to the regulatory technical standards on the conditions applicable to buy-back programs and stabilization measures, prior to the commencement of share buy-backs).
- The deadline for the purchase of own shares has been set for a period of 5 years from the date of adopting the Resolution – but no longer than until the funds that may be allocated for their purchase are exhausted.
- The Management Board, guided by the interests of Boryszew S.A. and after consulting the Supervisory Board of the Company, may terminate the acquisition of shares before the expiry of the deadline specified in point 7 above or before the funds allocated for their acquisition are exhausted, or resign from acquiring shares in whole or in part.
- In the event of making the decisions referred to in point 8 above, the Management Board of Boryszew S.A. undertakes to disclose information to the public in a manner appropriate to the publication of confidential information within the meaning of MAR in the manner specified in the Act.
- The Company will publish information on the purchased amounts of its own shares in accordance with the law.
The Program will consist of two stages. As part of the first stage of the Program, the Issuer intends to acquire shares Company owned by Impexmetal S.A., i.e. 13,346,169 shares of Boryszew S.A., which constitute approximately 5.56% of the share capital / total number of votes at the Company’s General Meeting. The second stage will be dedicated to the purchase of the Company’s own shares other than those indicated above, and the Issuer will inform about the commencement of this stage in the course of the next current report.
Signatures:
Piotr Lisiecki – President of the Management Board
Translation from the original Polish version.
In the event of differences resulting from the translation, reference should be made to the official Polish version.