Disclosure pursuant to Article 5(1)(a) of Regulation (EU) No 596/2014 and Article 3(1) of Commission Delegated Regulation (EU) No 2016/1052
Launch of the Share Buy-Back Program
Koblenz, November 25, 2021 - The share buy-back program announced by CompuGroup Medical SE & Co. KGaA (the "Company") in the ad-hoc release of November 25, 2021 will be launched on November 26, 2021. The Company is making use of the authorization granted by the annual general meeting of May 19, 2021 to purchase treasury shares pursuant to section 71(1) no. 8 of the German Stock Corporation Act (Aktiengesetz) in order to buy back a maximum number of up to 500,000 shares of the Company (corresponding to approx. 0,93% of the Company's share capital) at a maximum purchase price (excluding transaction costs) of up to EUR 37,000,000.00 in total (the "Share Buy-Back Program").
The Share Buy-Back Program will be carried out by a credit institution. The credit institution will acquire the shares on the stock market and will decide on the timing of acquisitions independently of the Company and in accordance with the safe harbor provisions of Article 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 (Market Abuse Regulation) in conjunction with the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016. In addition, the consideration paid per share (excluding transaction costs) must not exceed, or fall short of, the price of the Company's shares in XETRA (or a comparable successor system) trading on the Frankfurt Stock Exchange determined by the opening auction on the trading day by more than 10%.
The acquired treasury shares in the Company may be used for any purpose permitted under the authorization granted by the annual general meeting of May 19, 2021, in particular for servicing the stock option plans or as consideration in the context of an acquisition.
The share buy-back via XETRA on the Frankfurt Stock Exchange will begin on November 26, 2021, 00:00 hrs (CET) and terminates at the end of January 27, 2022, 24:00 hrs (CET). In particular in case shares in the Company shall be bought back during a closed period within the meaning of Article 19(11) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014 or during a period in which the Company resolved to delay the disclosure of inside information in accordance with Article 17(4) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014, the Company has appointed a credit institution for the execution of these buy-backs, which will make its decisions concerning the timing of the acquisitions of the shares in the Company - in compliance with contractual obligations - independently of, and without influence by, the Company in accordance with Article 4(2)(b) of Commission Delegated Regulation (EU) No 2016/1052 of March 8, 2016. The Company will not influence the decisions of the credit institution in this respect.
The Share Buy-Back Program will be carried out in accordance with the "safe harbor" provision pursuant to Article 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014 and the provisions of Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016 and on the basis of the aforementioned authorization of the general meeting of CompuGroup Medical SE & Co. KGaA of May 19, 2021. The Company also imposed corresponding obligations on the credit institution appointed by the Company for purchasing shares in the Company.
The shares in the Company will be purchased at market prices in accordance with the conditions for trading pursuant to Article 3 of Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016. In particular, the shares in the Company will not be purchased at a price higher than the higher of the price of the last independent trade or the highest current independent purchase bid on the trading venue where the purchase is carried out. In addition, the Company 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 of shares is calculated on the basis of the average daily volume traded during the 20 trading days preceding the relevant date of purchase.
The Share Buy-Back Program may be suspended and also resumed at any time, to the extent necessary and permitted by law.
Information on transactions relating to the Share Buy-Back Program will be adequately disclosed no later than by the end of the seventh trading day following the date of execution of such transactions in a detailed form and in an aggregated form. In addition, the Company will post the disclosed transactions on its website (www.cgm.com) and ensure that the information is kept available to the public for at least five years from the date of disclosure.
This publication contains forward-looking statements. These statements are based on the current views, expectations and assumptions of, and information available to, the management of CompuGroup Medical SE & Co. KGaA. Forward-looking statements do not provide a guarantee of the occurrence of future results and developments and involve known and unknown risks and uncertainties. Various factors may cause actual future results, developments or events to differ materially from those described in these statements. Neither CompuGroup Medical SE & Co. KGaA nor any other person assumes any responsibility whatsoever for the accuracy of the views expressed in this publication or the assumptions on which they are based. CompuGroup Medical SE & Co. KGaA assumes no obligation to update the forward-looking statements contained in this publication.
Koblenz, November 25, 2021
CompuGroup Medical SE & Co. KGaA
The general partner