Public disclosure according to Article 2(1) of the Delegated Regulation (EU) No. 2016/1052 supplementing Regulation (EU) No 596/2014 (MAR)
Purchase of treasury shares
Frankfurt am Main, January 14, 2020 - The Management Board of Godewind Immobilien AG, Frankfurt am Main (ISIN DE000A2G8XX3) ('Company'), today resolved with the approval of the Supervisory Board of the same day to launch and implement a share buyback programme under which up to 1,762,500 shares of the Company (equivalent to approximately 1.62% of the share capital) are to be repurchased. The maximum total volume of the share buyback programme (acquisition costs excluding ancillary acquisition costs) is EUR 8.46 million (based on the closing price of EUR 4.80 as per 14 January 2020). The shares are to be repurchased exclusively via the stock exchange in electronic trading on the Frankfurt Stock Exchange (XETRA trading).
With the share buyback programme the Company is making partial use of the authorization granted by the ordinary shareholders' meeting on August 6, 2019, according to which up to a total of 10% of the Company's share capital existing at the time the resolution was adopted or - if this value is lower - at the time the authorization is exercised may be acquired until August 5, 2024. In the case of an acquisition via the stock exchange, the purchase price per share (excluding incidental acquisition costs) may not exceed or fall short of the price of a share of the Company in XETRA trading (or a comparable successor system) determined by the opening auction on the trading day by more than 10%. To date, no use has been made of this authorization. The Company currently holds 1.5 million treasury shares.
The repurchased shares may be used for any purpose permitted under the authorization granted by the shareholders' meeting on August 6, 2019, including (a) the sale of the shares under exclusion of shareholders' subscription rights against cash payment, provided that the price at which the shares are sold is not significantly lower than the stock exchange price of the Company's shares in XETRA trading (or a comparable successor system), and (b) against non-cash contributions; the shares may also be redeemed.
The buyback will take place within a period from January 16, 2020 (first possible acquisition day) until April 30, 2020 (last possible acquisition day) at the latest. The Company reserves the right to suspend or discontinue the share buyback programme at any time or to continue it after the expiration of the last possible acquisition date on the basis of a new resolution and corresponding announcement.
The share buyback will be carried out under the management of a credit institution which will make its decisions on the time of the acquisition of the shares independently and uninfluenced by the Company. The appointed credit institution has undertaken vis-à-vis the Company to execute the buybacks in accordance with the requirements of the authorization granted by the ordinary shareholders' meeting dated August 6, 2019, the so-called 'Safe Harbour' regulations pursuant to Article 5(1) and (3) MAR in conjunction with Article 2 to Article 4 of the Delegate Regulation (EU) 2016/1052 of 8 March 2016 ('Delegate Regulation').
In accordance with the Delegate Regulation, no purchase price may be paid that is higher than the price of the last independent trade or the highest independent bid at the time of the purchase, in each case on the trading venue where the purchase takes place. The higher of the two values is decisive. In accordance with the Delegate Regulation, no more than 25% of the average daily turnover of shares on the trading venue on which the purchase takes place may be acquired on any given day. The average share turnover is based on the average daily trading volume of the 20 trading days prior to the specific purchase date.
In accordance with Article 2(2) and (3) of the Delegates' Regulation, information on transactions in connection with the repurchase will be appropriately disclosed at the latest by the end of the seventh trading day following the day on which such transactions were executed. In addition, in accordance with Article 2(3) of the Delegates Regulation, the Company will publish the announced transactions on its website (https://www.godewind-ag.com) under the heading 'Investors' in the 'Shares' section under the menu item 'Share buyback' and ensure that the information remains publicly accessible for at least five years from the date of announcement.