GEA Group Aktiengesellschaft
GEA Group Aktiengesellschaft: Release of a capital market information
GEA Group Aktiengesellschaft / Aktienrückkaufprogramm 01.03.2017 / 17:31 Dissemination of a Post-admission Duties announcement transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- GEA Group Aktiengesellschaft: Information on the share buyback program Disclosure pursuant to Art. 5 para. 1(a) of Regulation (EU) No. 596/2014, Art. 2 para. 1 of Delegate Regulation (EU) 2016/1052 The repurchase of own shares decided by the Executive Board of GEA Group Aktiengesellschaft with the consent of the Supervisory Board on February 6, 2017, will commence on March 8, 2017. During a period not exceeding February 28, 2018, the Company intends to repurchase own shares in the aggregate amount of up to EUR 450m (excluding ancillary acquisition costs), with the shares representing a maximum of 10% of the nominal capital. The maximum number of shares to be acquired may be ascertained by dividing the above maximum possible aggregate purchase price of EUR 450m by the simple arithmetic average of the volume-weighted average price in electronic trading (XETRA) quoted on the Frankfurt Stock Exchange on each trading day during the buyback period. Based on the XETRA closing price on February 28, 2017, this would be equivalent to a maximum number of 12,248,230 shares. GEA Group Aktiengesellschaft intends to repurchase its own shares for the purpose of cancellation. Thus, the sole purpose of the share buyback program is to reduce the share capital of GEA Group Aktiengesellschaft as defined under Art. 5 para. 2(a) of Regulation (EU) No. 596/2014. The repurchase of own shares will comprise two tranches. The buyback period of the first tranche comprising a total volume (excluding ancillary acquisition costs) of no more than EUR 225m will begin on March 8, 2017, and end at the earliest on June 7, 2017, while it must end at the latest on August 31, 2017, with non-trading days between April 14 to 20, 2017, a period during which no own shares will be purchased. The second tranche will include a volume equivalent to the difference between EUR 450m and the aggregate purchase price paid for shares repurchased under the first tranche, i.e. it will total between EUR 225m and EUR 450m. The second tranche shall immediately follow the first tranche, i.e., share buyback under the second tranche will start no later than September 1, 2017, and continue until February 28, 2018. GEA Group Aktiengesellschaft has instructed a bank to execute each individual tranche under the share buyback program; such bank will make its decisions in relation to the timing of the share purchases independently of, and without influence by the Company. The right of GEA Group Aktiengesellschaft to prematurely terminate the mandate granted to the respective bank in accordance with the applicable legal requirements, to stop further buybacks and avail itself of the services of another bank will remain unaffected. Each of the respective banks undertook to carry out the share buyback exclusively via the stock exchange and in accordance with the authorization granted by the shareholders at the Annual General Meeting of GEA Group Aktiengesellschaft held on April 16, 2015, the Executive Board resolution passed on February 6, 2017, as well as the requirements laid down in Regulation (EU) No. 596/2014 and Delegate Regulation (EU) 2016/1052. Inter alia, the purchase price per repurchased share must not exceed the arithmetic mean of the share prices (closing auction prices of shares in GEA Group Aktiengesellschaft on the XETRA trading platform or a comparable successor system replacing the XETRA trading system on the Frankfurt Stock Exchange) over the three trading days preceding the day of acquisition by more than 10% or fall below said price by more than 20% (in each case, excluding ancillary acquisition costs). Moreover, the respective banks agreed to comply with the conditions for trading set forth in Art. 3 of Delegate Regulation (EU) 2016/1052. Information on the transactions relating to the buyback program shall be disclosed no later than by the end of the seventh daily market session following the respective date of execution in line with the requirements under Art. 5 para. 1(b), para. 3 of Regulation (EU) No. 596/2014, Art. 2 para. 3 sentence 1 in conjunction with para. 2 of Delegate Regulation (EU) 2016/1052. Moreover, in accordance with Art. 2 para. 3 sentence 2 of Delegate Regulation (EU) 2016/1052, GEA Group Aktiengesellschaft will post on its website at http://www.gea.com/en/investor-relations/share-information/ share-buyback/index.jsp the transactions disclosed and keep that information available to the public for at least a five-year period from the date of adequate public disclosure. Düsseldorf, March 1, 2017 GEA Group Aktiengesellschaft The Executive Board --------------------------------------------------------------------------- 01.03.2017 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: GEA Group Aktiengesellschaft Peter-Müller-Straße 12 40468 Düsseldorf Germany Internet: www.gea.com End of News DGAP News Service
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