Westwing Group AG: Release of a capital market information
Westwing Group AG / Announcement pursuant to Article 2(1) of the Delegated Regulation (EU) 2016/1052
Munich, Germany, August 12, 2019 - Today, the Management Board of Westwing Group AG, with consent of the Supervisory Board, has resolved to carry out a share buy-back program with a maximum volume of up to 800,000 shares of Westwing Group AG (ISIN: DE000A2N4H07) for a total maximum purchase price (excluding incidental costs) of up to EUR 4 million (the 'Share Buy-Back Program'). The buy-back via Xetra trading of the Frankfurt Stock Exchange will begin on August 14, 2019 and may be conducted until the end of December 31, 2020. The Management Board intends to use the shares bought back to settle stock options for the acquisition of shares in Westwing Group AG that were granted to current or former employees or to board members of Westwing Group AG or its affiliates in case such stock options are exercised.
The Share Buy-Back Program will be carried out based on the authorization of the General Meeting of Westwing Group AG held on September 21, 2018. Under this authorization, Westwing Group AG is authorized to acquire until September 20, 2023 own shares in an amount of up to 10% of the share capital of Westwing Group AG at the time of the resolution or - if this value is lower - at the time of the exercise of the authorization. If the shares are repurchased over the stock exchange, the purchase price per share (excluding incidental costs) may not be more than 10% higher or lower than the price of a share of Westwing Group AG in Xetra trading (or a corresponding successor system) ascertained by the opening auction on the trading day.
The acquisition of own shares by way of the Share Buy-Back Program will be carried out by a credit institution. To the extent it is intended to repurchase shares of Westwing Group AG during a closed period within the meaning of Art. 19(11) of Regulation (EU) No 596/2014 of the European Parliament and the Council of April 16, 2014 or during a period in which Westwing Group AG has decided to delay the public disclosure of inside information in accordance with Art. 17(4) of Regulation (EU) No 596/2014 of the European Parliament and the Council of April 16, 2014, Westwing Group AG has instructed the credit institution to execute such repurchases. The credit institution will make its trading decisions concerning the timing of the purchases of the shares of Westwing Group AG, observing the contractual obligations, independently of and without any influence from Westwing Group AG within the meaning of Art. 4(2) lit. b) of Delegated Regulation (EU) 2016/1052 of the Commission of March 8, 2016. Insofar, Westwing Group AG will not exercise any influence over the credit institution's decisions.
Westwing Group AG will carry out the purchases in accordance with Art. 5 of Regulation (EU) No 596/2014 of the European Parliament and the Council of April 16, 2014 as well as the provisions of Delegated Regulation (EU) 2016/1052 of the Commission of March 8, 2016 and on the basis of the aforementioned authorization by the General Meeting of Westwing Group AG held on September 21, 2018. To the extent Westwing Group AG has instructed a credit institution to purchase the shares of Westwing Group AG, Westwing Group AG has obligated this credit institution accordingly.
The shares of Westwing Group AG will be purchased at market prices in accordance with the conditions for trading pursuant to Art. 3 of Delegated Regulation (EU) 2016/1052 of the Commission of March 8, 2016. In particular, the shares of Westwing Group 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. In addition, Westwing Group 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 is calculated based on the average daily volume traded during the 20 trading days preceding the date of the respective purchase.
To the extent required and legally permissible, the Share Buy-Back Program can be suspended and also resumed at any time.
Information on the transactions relating to the Share Buy-Back Program will be adequately disclosed no later than by the end of the seventh daily market session following the date of execution of such transactions in a detailed form and in an aggregated form. In addition, Westwing Group AG will post on its website (www.westwing.com) under section 'Investor Relations', subsection 'Share', the transactions disclosed and keep that information available for the public for at least a 5-year period from the date of public disclosure.
This release contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management of Westwing Group AG. Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from those described in these statements, and neither Westwing Group AG nor any other person accepts any responsibility for the accuracy of the opinions expressed in this release or the underlying assumptions. Westwing Group AG does not assume any obligations to update any forward-looking statements.
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