Announcement pursuant to Article 5 para. 1 lit. a) of Regulation (EU) No. 596/2014 and Article 2 para. 1 of Delegated Regulation (EU) No. 2016/1052 / Share Buy-back Programme
Halle/Westphalia, 27 March 2017
The Managing Board of GERRY WEBER International AG decided on 15 March 2017, with the consent of the Supervisory Board, to carry out a share buy-back programme in an amount of up to 500,000 shares of GERRY WEBER International AG (ISIN: DE0003304101) at a total purchase price (excl. ancillary expenses) of up to a maximum of EUR 5.0 million ("share buy-back programme"). According to Article 17 MAR the share buy-back programme was announced in an Ad hoc announcement on 15 March 2017. The share buy-back, which is to be made exclusively through Xetra trading at the Frankfurt Stock Exchange, will commence on 28 March 2017 and last until 31 October 2017 at the latest.
The share buy-back programme will be carried out on the basis of the authorisation granted by the Annual General Meeting of GERRY WEBER International AG dated 16 April 2015, according to which GERRY WEBER International AG is authorised, until 15 April 2020, to acquire own shares representing up to 10% of the share capital of GERRY WEBER International AG at the time of the adoption of the resolution on the authorisation. If the shares of GERRY WEBER International AG are purchased via the stock exchange – as planned in this case – the purchase price paid by the company per share (excl. ancillary expenses) may not exceed or fall below the arithmetic mean of the closing prices of a GERRY WEBER share in the XETRA system (or a comparable successor system) by more than 5% on the last three trading days preceding the obligation to make the acquisition.
The buy-back serves the purpose of redemption with or without reduction of the share capital of the company in accordance with the authorisation granted by the Annual General Meeting on 16 April 2015. The company reserves the right to use the reacquired shares for the other reasons stated in the authorisation dated 16 April 2015.
The buy-back will be carried out in accordance with Art. 5, 14 and 15 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 in conjunction with the applicable provisions of the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016, with the exception of Art. 2 para. 1a) of the Delegated Regulation (EU) 2016/1052, and on the basis of the above-mentioned authorisation granted by the Annual General Meeting of GERRY WEBER International AG of 16 April 2015.
The shares of GERRY WEBER International AG will be purchased at market prices in accordance with the conditions for trading laid down in Art. 3 of the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016. In particular, the shares of GERRY WEBER International AG will not be purchased at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out. Moreover, GERRY WEBER International AG will not purchase on any trading day more than 25% of the average daily volume of the shares on the trading venue on which the purchase is carried out. The average daily volume shall be based on the average daily volume traded during the 20 trading days preceding the date of purchase.
GERRY WEBER International AG has commissioned a credit institution to purchase shares of GERRY WEBER International AG. In accordance with Article 4 para. 2b) of the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016, the credit institution will make their trading decisions concerning the timing of the purchases of the shares independently of, and not influenced by, GERRY WEBER International AG. GERRY WEBER International AG will not influence the decisions of the credit institution. The credit institution will be obliged, in particular, to comply with the conditions for trading laid down in Article 3 of the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 and with the instructions contained in this share buy-back programme.
To the extent required and legally permissible, the share buy-back programme may be suspended and be resumed at any time.
Information on the trades made in conjunction with the share buy-back programme will be adequately disclosed no later than at the end of the seventh trading day following such trade in detailed and aggregated form. In addition, GERRY WEBER International AG will publish the disclosed trades on its website (www.gerryweber.com) in the "Investors" section and make sure that such information will remain publicly accessible for at least five years from the date of disclosure.
Share Buy-Back Activities
|Period||Number of shares||Average price (in Euro)||Volume (in Euro)||Details|
|03/28/2017 - 03/31/2017|
|04/03/2017 - 04/07/2017|
|04/10/2017 - 04/14/2017|
|04/17/2017 - 04/21/2017|
|04/24/2017 - 04/28/2017|
|05/02/2017 - 05/05/2017|
|05/08/2017 - 05/12/2017|
|05/15/2017 - 05/19/2017|
|05/22/2017 - 05/26/2017|
|05/29/2017 - 06/02/2017|
|06/05/2017 - 06/09/2017|
|06/12/2017 – 06/13/2017|
|Total (03/28/ - 06/13/2017)||398,245||12.56||4,999,993.30|
Claudia Kellert, Head of Investor Relations
Phone: +49 (0) 5201 185-0