Legal basis: Article 17 section 1 of MAR – confidential information
Subject: Commencement of the buy-back programme for own shares.
The Management Board of J.W. Construction Holding S.A. with its registered office in Ząbki ("Company") informs that on 5 April 2019, acting on the basis of Resolution No. 4 of the Extraordinary General Meeting of the Company of 15 March 2019 on giving consent to the company's acquisition of own shares, defining the principles of acquisition of own shares by the company and creation of a reserve capital intended for the acquisition of own shares ("Resolution"), decided to proceed to the acquisition of fully covered own shares of the Company traded on the main market of the Warsaw Stock Exchange ("WSE"), i.e. on the official listing market, and therefore adopted a resolution on determining the remaining conditions for acquisition of own shares, including the price and number of own shares purchased. The resolution of the Management Board sets forth the following conditions for the buy-back program of own shares:
The programme will be implemented through an invitation to tender for the Company's shares in transactions outside the regulated market operated by WSE, addressed by the Company to all its shareholders, the terms and conditions of which are similar to those of the public tender offer for the sale of shares, in order to enable and ensure that all shareholders of the Company can sell their own shares to the Company.
As part of the share buy-back program, the Company will purchase up to 11,000,000 (eleven million) shares at a price of PLN 2.70 (two zlotys 70/100) per share.
The share buy-back program will be conducted through an independent investment firm Dom Maklerski Banku Ochrony Środowiska S.A. with its registered office in Warsaw on the terms and conditions set forth by law, taking into account the rules resulting from this resolution concerning the buy-back of own shares.
The start date for enrolment is 8 April 2019.
The end of the enrolment period is 18 April 2019.
The anticipated date of acquisition is 26 April 2019.
The buy-back of own shares is conducted with the purpose of their redemption together with the reduction of the Company's share capital, and the legal basis for the conducted programme of buy-back of own shares is art. 362 § 1 point 8 of the Commercial Companies Code.
Pursuant to Par. 6.1 of the Resolution, the Management Board transferred the total amount of PLN 50,000,000 (fifty million zlotys) to the Company's reserve capital established pursuant to Par. 5 of the Resolution, earmarked for the settlement of the total purchase price of the Company's shares plus the cost of acquisition of the Company's shares.
Detailed information is included in the Invitation to submit sales offers attached to this report.
invitation-to-submit-offers-for-sales-of-shares-in-j-w-construction-holding-s-a.pdfPDF (190 kB)