EQS Post-admission Duties announcement: Westwing Group SE / Disclosure corresponding to Art. 5 (1) lit. a) of regulation (EU) No. 596/2014 and Art. 2 (1) of delegated regulation (EU) No. 2016/1052 // Share buy-back program
Westwing Group SE: Release of a capital market information
28.11.2022 / 07:17 CET/CEST
Dissemination of a Post-admission Duties announcement transmitted by EQS News – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
Westwing Group SE: Share Buy-Back Program
Munich, Germany, November 28, 2022 – The Management Board of Westwing Group SE (the “Company“) has decided on November 24, 2022 with the approval of the Supervisory Board, to carry out a buy-back program with a maximum volume of up to a maximum of 600,000 shares of the Company (this equals up to approximately 2.87% of today’s share capital) at a total maximum aggregate purchase price without ancillary costs of up to a maximum of EUR 3.0 million (the “Share Buy-Back Program“). The buy-back via Xetra trading of the Frankfurt Stock Exchange will begin on November 28, 2022 (including) and may be conducted until March 31, 2023 (including).
The Share Buy-Back Program is based on the authorization of the Annual General Meeting of 5 August 2021 (the “General Meeting”). The Management Board is authorized to acquire treasury shares in the Company equivalent to up to a total of 10% of the Company’s share capital existing up to the end of August 4, 2026 with the consent of the Supervisory Board in compliance or, if this value lower, the Company’s share capital existing at the time the authorization is exercised. If the treasury shares are purchased on the stock exchange, the purchase price per share paid by the Company (excluding incidental costs) may not be more than 10% higher or lower than the price of a share in the Company determined by the opening auction in Xetra trading (or any successor system thereof) on that trading day (in Frankfurt am Main).
On this basis, and in accordance with Article 5 para. 2 of Regulation (EU) No 596/2014 of the European Parliament and of the Council dated 16 April 2014 (“Market Abuse Regulation“), the purchased shares are intended to be used for the purposes as set out in the authorization granted by the General Meeting and which are in accordance with Art. 5 para. 2 of the Market Abuse Regulation.
The Share Buy-Back Program will be carried out at market prices by an independent credit institution in its own name and for the account of the Company and in accordance with the safe harbor rules defined under Article 5 of the Market Abuse Regulation, in conjunction with the provisions of the Delegated Regulation (EU) 2016/1052 of the Commission dated 8 March 2016 (the “Delegated Regulation“). Shares shall not be traded 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, including when the shares are traded on different trading venues. On any trading day no more than 25 % of the average daily volume of the shares on the trading venue on which the purchase is carried out will be purchased. The average daily volume shall be based on the average daily volume traded during the 20 trading days preceding the date of purchase, where the program makes no reference to that volume.
The independent credit institution shall decide about the timing of the share purchase independently of and uninfluenced by the Company within the meaning of Article 4 para. 2 lit. b) of the Delegated Regulation, even if shares in the Company are to be repurchased during a Closed Period within the meaning of Article 19 para. 11 of the Market Abuse Regulation, or during a period in which the Company has decided to postpone the disclosure of inside information pursuant to Article 17 (4) of the Market Abuse Regulation.
Information on the transactions relating to the Share Buy-Back Program will be adequately disclosed and no later than by the end of the seventh daily market session following the date of execution of such transactions in a detailed and aggregated form. In addition, all transactions are posted weekly on the Company’s website (ir.westwing.com) in the Investor Relations section under the subsection “Share”. The information disclosed will be kept available to the public for at least a period of five (5) years from the date of its public disclosure.
To the extent required and legally permissible, the Company reserves the right to suspend, to end or to resume the Share Buy-Back Program.
The Company currently holds 326,475 own shares. This corresponds to around 1.56% of today´s share capital.
Westwing Group SE
Certain statements in this communication may constitute forward looking statements. These statements are based on assumptions that are believed to be reasonable at the time they are made, and are subject to significant risks and uncertainties. You should not rely on these forward-looking statements as predictions of future events and the Company undertakes no obligation to update or revise these statements. The Company’s actual results may differ materially and adversely from any forward-looking statements discussed in this press release due to a number of factors, including without limitation, risks from macroeconomic developments, external fraud, inefficient processes at fulfillment centers, inaccurate personnel and capacity forecasts for fulfillment centers, hazardous material / conditions in production with regard to private labels, lack of innovation capabilities, inadequate data security, lack of market knowledge, risk of strike and changes in competition levels.
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