69/2018
The Management Board of Boryszew S.A. (the “Company”) executing the provisions of Resolution no. 22 of June 14, 2018 of the Ordinary General Meeting on amending Resolution no. 19 of the Ordinary General Meeting of Boryszew Spółka Akcyjna of 25 June, 2014 regarding: authorizing the Company’s Management Board to purchase own shares of Boryszew S.A., publishes the contents of the amended “Programme of purchase of own shares of Boryszew S.A.”.
A detailed description of the changes introduced by the aforementioned resolution of 14 June, 2018, was disclosed to the public in the current statement no. 56/2018.
“Programme of purchase of own shares of Boryszew S.A.”
I. LEGAL BASIS:
Having regard to Article 362 § 1 (5) of the Code of Commercial Companies, implementing the provisions of Resolution no. 19 of the Ordinary General Meeting of Boryszew S.A. with its registered office in Warsaw of 25 June 2014, regarding: authorizing the Company’s Management Board to purchase shares of Boryszew S.A., and Resolution no. 22 of the Ordinary General Meeting of Boryszew S.A. of June 14, 2018, regarding amendment to Resolution no. 19 of the Ordinary General Meeting of Boryszew S.A. of June 25, 2014, regarding: authorizing the Management Board to purchase shares of Boryszew S.A., the Management Board of the Company presents the amended “Programme of purchase of own shares of Boryszew S.A.”.
This Programme of purchase (hereinafter referred to as the “Programme”) applies to the Company’s shares listed on the main market of Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange) (hereinafter referred to as “GPW”) and its content was prepared in accordance with the provisions of Resolution no. 19 adopted by the Ordinary General Meeting of Boryszew S.A. on 25 June, 2014 and Resolution no. 22 adopted by the Ordinary General Meeting of Boryszew S.A. on 14 June, 2018.
II. PURPOSE OF THE PROGRAMME
The purpose of the Programme is the acquisition by the Company of its own shares for the purpose of their redemption or for the purpose of resale pursuant to art. 362 § 1 (5 and 8) of the Code of Commercial Companies, on terms and in the manner set out in the aforementioned Resolutions of the General Meeting.
The acquisition of own shares for redemption creates the opportunity to sell shares of the investors who decide to sell the Company’s shares, considering that the price offered under the purchase is beneficial for them.
In the opinion of the Management Board of Boryszew S.A., the current level of market valuations of the Company deviates from its real value, and the option to purchase a part of shares at discount prices to these valuations and at a discount in relation to the average market valuation of the Company will be beneficial to those shareholders who do not intend to withdraw from the investment in the form of shares of Boryszew S.A.
III. DETAILED INFORMATION ABOUT THE PROGRAMME
1. The total maximum number of treasury shares purchased will not exceed 48 000 000 (in words: forty-eight million) of shares authorizing to 48 000 000 (in words: forty-eight million) votes at the General Meeting of the Company, including own shares that the Company has already acquired.
2. The Programme covers the Company’s shares listed on the main market the Warsaw Stock Exchange.
3. To implement the programme of purchasing its own shares, the Company will allocate the maximum amount of the reserve capital of the Company established for this purpose under the resolutions of the OGM of Boryszew S.A., i.e. Resolution no. 5 of the EGM of Boryszew S.A. of 13 October, 2011, regarding the creation of the reserve capital for the purchase of the Company’s own shares, Resolution No. 21 of the OGM of Boryszew S.A. of 24 June, 2013, regarding the increase in the reserve capital established under Resolution no. 5 of the EGM of Boryszew S.A. of 13 October, 2011, regarding the creation of the reserve capital for the purchase of own shares of the Company and Resolution no. 19 of the OGM of Boryszew S.A. of 14 June, 2018, regarding the distribution of the net profit for 2017.
4. The shares will be purchased for a period of 5 years from 25 June, 2014, i.e. until 25 June, 2019 – but no longer until the funds that can be used to acquire them are exhausted.
5. The company will purchase own shares in the following manner: (i) in transactions on the regulated market of the Warsaw Stock Exchange, (ii) in transactions or transactions outside the regulated market, or (iii) through public calls or calls to subscribe for sale of own shares announced in accordance with the provisions of Act of 29 July, 2005, on public offerings and conditions governing the introduction of financial instruments to organized trading, and on public companies (the Journal of Laws of 2016, item 1639, as amended) (the “Act”). Own shares may be acquired by the Company (or its subsidiary) directly or through an investment company.
6. Own shares may be acquired at a price not lower than the nominal value, i.e. PLN 1.00 (in words: one PLN) per one share and not higher than PLN 30.00 (thirty PLN) per share.
7. In the case of acquisition of own shares in transactions on the regulated market, the price per share will be determined by the Management Board, taking into account 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 Directive 2003/124/EC, 2003/125/EC and 2004/72/EC (the Official Gazette of the EU 2014.173.1), (the “MAR Regulation”) and Delegated Regulation of the Commission (EU) 2016/1052 of 8 March, 2016, complementing the MAR Regulation with regard to regulatory technical standards regarding the conditions applicable to buy-back programmes and stabilization measures (the “Delegated Regulation”), including point 6.
8. In the case of the acquisition of own shares in transactions or transactions outside the regulated market, the price per one own shares will be determined by the Management Board, subject to the provisions of point 6.
9. The Management Board may resign or terminate the acquisition of own shares before the end of the period, referred to in point 4 or before exhaustion of funds allocated to acquire own shares or resign from the purchase of shares in whole or in part.
10. If the decisions referred to in item 9 above are made, the Management Board of Boryszew S.A. is obliged to provide information to the public in a manner appropriate for the publication of confidential information within the meaning of the provisions of the MAR Regulation as specified in the Act.
11. The Company will publicly announce the number of own shares purchased in accordance with the law.
Legal basis: Other regulations
Detailed legal basis: Article 2 (1) of Delegated Regulation of the Commission (EU) 2016/1052 of
8 March, 2016, supplementing Regulation (EU) no. 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards regarding the conditions applicable to buy-back programmes and stabilization measures.
Signatures:
Piotr Szeliga – acting as President of the Management Board