AS Ekspress Grupp to buy back its own shares
08 Febrero 2023 - 12:30AM
AS Ekspress Grupp to buy back its own shares
AS Ekspress Grupp, in accordance with
the resolution of the shareholders of 2 May
2022, announces the buyback of up to 588,235 own shares (share
of AS Ekspress Grupp, ISIN EE3100016965, hereinafter referred to as
the share) from the shareholders in the period from 15 February to
6 March 2023 at the price of EUR 1.70 per share.
The buyback shall be subject to the following
conditions:
- the purchase price is EUR 1.70 per share;
- the maximum amount payable for the shares to be bought back:
EUR 1,000,000 (up to 588,235 shares);
- the shares shall not be encumbered by third party rights.
All shareholders can offer their shares to AS
Ekspress Grupp for a buyback at equal terms. To participate in the
buyback, during the period of submitting redemption orders a
shareholder shall submit an over-the-counter redemption offer in
his/ her bank (at the custodian of the securities account opened
with Nasdaq CSD SE) within the framework of a respective corporate
event of AS Ekspress Grupp, indicating the number of shares that
the shareholder wishes to sell back to AS Ekspress Grupp under the
conditions disclosed in this notice.
The period of placing share redemption orders
begins on 15 February 2023 at 10.00 and ends on 6 March 2023 at
15.00. A shareholder may use any method offered by the
shareholder’s custodian to place a redemption order (e.g.
physically at the custodian's customer service location, online or
otherwise). A shareholder's redemption offer shall be deemed to
have been submitted from the moment that Nasdaq CSD receives a duly
executed redemption order from the shareholder's custodian. A
shareholder shall have the right to modify or cancel their
redemption order at any time until the end of the period during
which the redemption order is submitted. To that end, the
shareholder shall contact the shareholder’s custodian through whom
the relevant order has been made and execute any action required by
the custodian to modify or cancel the order. When submitting a
redemption order, the custodian shall block a corresponding amount
of securities in the shareholder's securities account. The
shareholder shall bear all costs and charges related to the
submission, cancellation or modification of the redemption
order.
By submitting a redemption order, each shareholder:
- agrees that this announcement is not considered to be an offer
for the conclusion of a share buyback agreement within the meaning
of § 16 (1) of the Law of Obligations Act or otherwise, and the
submission of a redemption order shall not in itself create a
binding buyback agreement between Ekspress Grupp and the
shareholder;
- agrees that the number of shares indicated in the redemption
order shall be deemed to be the maximum number of shares that the
shareholder wishes to offer for redemption and that AS Ekspress
Grupp may buy back fewer (but not more) shares than the maximum
number of shares offered by the shareholder;
- authorizes the custodian managing the shareholder’s securities
account or Nasdaq CSD to modify the information contained in the
shareholder's redemption order, including the number of shares
offered by the shareholder and the total amount of the transaction
(which is obtained by multiplying the purchase price of the share
by the number of shares to be bought back from the shareholder) if
in the course of the buyback distribution it is not possible to buy
back from the shareholder all shares indicated in the shareholder's
redemption order;
- confirms that the shares held by the shareholder are not
encumbered by third party rights;
- consents to the exchange of personal data between Nasdaq CSD
and AS Ekspress Grupp both during the period of submitting
redemption orders and after the end of the relevant period for the
purpose of participation in the buyback (including the decision on
the distribution of the buyback of shares).
AS Ekspress Grupp shall decide on the
distribution of the buyback of shares (acceptance of offers) after
the end of the period for submitting redemption orders. If the
total amount of the received redemption orders exceeds EUR
1,000,000, AS Ekspress Grupp shall distribute the shares to be
bought back among the offers submitted by the shareholders
proportionally (pro rata) so that the total buyback amount does not
exceed EUR 1,000,000. In the event of excess, the custodian shall
release the excessively blocked securities in the shareholder's
securities account. If a pro rata distribution of shares to be
bought back results in a number of shares that is not an integer,
the corresponding number of shares shall be rounded down to the
nearest whole number of shares in accordance with the rounding
rules. The balance resulting from the rounding shall be distributed
among the shareholders on a random basis.
AS Ekspress Grupp shall disclose the results
of the buyback distribution in a stock exchange announcement on 7
March 2023. Shares sold as part of the buyback shall be transferred
and funds for the shares shall be received into the shareholder's
account on 9 March 2023.
Buyback schedule
15 February 2023 at 10.00 |
Beginning of the period for submitting redemption offers (start of
the period for submitting the offer to the custodian) |
1 March 2023 |
Guaranteed participation date |
3 March 2023 |
Buyer protection deadline |
6 March 2023 at 15.00 |
End of the period for submitting redemption offers (end of the
period for submitting the offer to the custodian) |
7 March 2023 |
Disclosure of the buyback distribution results |
9 March 2023 |
Date of transfer of shares and funds |
The results of the buyback offer may impact the amount of
dividends to be paid out of the Group’s profit for 2022. The
Management Board will make a dividend proposal along with the
notice to call an ordinary general meeting and will form its
proposal on dividends based on previously approved dividend policy
and the volume of the shares bought back under the share buyback
offer. The Group will pay out at least 30% of the last year’s net
profit as dividends under the condition that there will be
sufficient monetary funds available to fund key operations and make
new strategic investments. In case the economic environment
significantly slows down, or the cash flows are lower than expected
for other reasons, the Group may lower the dividend pay-out ratio
or decide not to pay dividends.
Signe KukinGroup CFOAS Ekspress GruppTel: +372 669 8381Email:
signe.kukin@egrupp.ee
AS Ekspress Grupp is the leading Baltic media group whose
key activities include web media content production as well as
publishing of newspapers, magazines and books. The Group also
operates an electronic ticket sales platform and ticket offices and
provides an outdoor screen service in Estonia and Latvia. Ekspress
Grupp launched its operations in 1989 and it employs almost 1600
people.
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