investor relations
Subject: Own share buyback program
Legal basis : art. 56 (1)(2) of the Act on Public Offering - current and periodic information
Content of the report:
Management Board of J.W. Construction Holding S.A. with its registered office in Ząbki ("Company") informs that on 26 July 2019, acting pursuant to Resolution No. 4 of the Extraordinary General Meeting of the Company of 15 March 2019 on granting consent to the acquisition of own shares by the company, determining the rules for the acquisition of own shares by the company and the creation of a reserve capital for the acquisition of own shares ("Resolution"), it decided to proceed with the acquisition of fully paid-up own shares of the Company traded on the main market of the Warsaw Stock Exchange ("WSE"), i.e. the official listing market and therefore adopted a resolution to determine the remaining terms and conditions for the acquisition of own shares for redemption in accordance with Regulation No. 596/2014 of the European Parliament and of the Council of the EU on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council of the EU and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC. (Journal of Laws of the EU. L.2014/173.1) ("MAR Regulation"):
1. Pursuant to § 1. 2 and § 1.3 of the Resolution in conjunction with § 3.1 of the Resolution, the Management Board resolves to acquire the Company's own shares through a share buy-back program and stabilization in accordance with Article 5 of the MAR Regulation ("Program").
2. Under the Program, the Company will purchase up to 1,000,000 (say: one million) shares at a price ranging from PLN 2.18 (say: two zlotys 18/100) to PLN 3.40 (say: three 40/100) per share.
3. The shares will be purchased through an independent investment company Dom Maklerski Banku Ochrony Środowiska S.A. with its registered office in Warsaw under the terms and conditions specified by law.
4. The Program will be conducted in the period from 29 July 2019 to 31 July 2020, with the reservation that the Management Board of the Company is authorised to:
(i) resign from the implementation of the Buy-Back Program or suspend it at each stage, in particular in the event of exhaustion of funds allocated for this purpose from the reserve capital;
(ii) terminate the Buy-Back Program before the expiry of the authorisation granted by the General Meeting, also in the event that the reserve capital is not used in full.
5. Pursuant to § 3. 6 of the Resolution, the Company will purchase fully paid up own shares in order to redeem the Company's own shares and reduce the Company's share capital.
6. The Management Board of the Company will disclose to the public the required information on own shares acquired under the Program.
7. The Management Board of the Company will disclose to the public information on any subsequent changes to the Buy-Back Program and the occurrence of any events affecting the execution of the Buy-Back Program, including:
(i) resignation from the implementation or suspension of the Buy-Back Program in the period of its duration;
(ii) termination of the Buy-Back Program before the expiry of the authorisation granted by the General Meeting, also in the event that the reserve capital has not been used in full.
Pursuant to § 6. 1 of the Resolution, the Management Board transferred the total amount of PLN 50,000,000 (say: fifty million zlotys) to the Company's reserve capital established in accordance with § 5 of the Resolution, to be used to settle the total purchase price of the Company's shares plus the costs of purchasing the Company's shares.