Joint information on share buyback program regarding UK employee share incentive plan
Announcement pursuant to Art. 5 para. 1 (a) of the Regulation (EU) no. 596/2014 (“MAR”) in connection with Art. 2 para 1 of the delegated Regulation (EU) 2016/1052 of the Commission of 8 March 2016 (“DR”)
This announcement is made in the name and on behalf of innogy Renewables UK Limited by innogy SE.
In connection with the execution of a UK employee share incentive plan (“SIP”) innogy Renewables UK Limited (“innogy UK”), an indirect 100% subsidiary of innogy SE, intends to fund the acquisition of up to 2,500 shares of innogy SE (ISIN DE000A2AADD2) through an independent Trustee (as defined below) at an aggregate purchase price (excluding transaction costs) of up to 170,000.00 EUR, in the period starting on 1 February 2018 until 31 December 2018 and at the terms set forth below to satisfy its obligations under the SIP.
The acquisition of such shares solely serves the purpose of meeting innogy UK’s obligations under the SIP, a share option program in the meaning of Art. 5 para. 2 c) of MAR, to award Matching Shares (as defined below) to its employees subject to their participation under the SIP.
According to the SIP, employees of innogy UK (“innogy UK Employees”), being eligible to join the SIP, may at their own discretion instruct an independent trustee nominated by innogy UK (“Trustee”) to buy shares in innogy SE on their behalf and account for a fixed part of their monthly salary (“Participant Shares”). For Participant Shares bought under the SIP innogy UK undertook under the SIP to award additional shares in innogy SE to the innogy UK Employees at a certain ratio (hereinafter “Matching Shares”). Matching Shares will be acquired by the Trustee in the market but with funds made available by innogy UK.
The actual number of Matching Shares to be purchased up to the maximum volume of 2,500 will depend on employee participation in the SIP since this triggers the obligation of innogy UK to award Matching Shares to its employees. Such Matching Shares will be acquired in accordance with Section 71 para. 1, item 2 of the German Stock Corporation Act.
The share buyback program with a maximum volume of up to 2,500 shares shall be executed as a time-scheduled buyback program in accordance with Art. 4 para 2 a) of DR. Hence, innogy SE and/or innogy UK may thus not influence, effect or impair any decision of the Trustee, which is independent. The Trustee is obliged to execute the acquisitions in compliance with MAR and DR the latter supplementing MAR with regard to regulatory standards for the conditions applicable to buyback programs and stabilization measures.
Thus, the share buyback program is in particular executed as follows:
The shares will be purchased at market price in accordance with the aforementioned regulations. The shares will not be acquired at a price exceeding the higher of the last independent transaction and the current highest bid on the trading platform on which the acquisition is made.
With regard to trading volume, the Trustee will in particular not acquire shares corresponding to more than 25% of the average daily share turnover on the trading platform on which the acquisition is made. The average daily turnover will be calculated based on the average daily trading volume on the 20 trading days leading up to any purchase date.
If necessary and legally permissible, the share buyback program may be suspended and resumed at any time.
Information on transactions relating to the share buyback program will be published appropriately in accordance with the requirements set forth in Art. 2 para. 3 sentence 1 in connection with para. 2 of DR no later than at the end of the seventh trading day after the day on which such transactions are executed.
Furthermore, innogy SE will publish in accordance with Art. 2 para. 3 sentence 2 DR such transactions on behalf of innogy UK on its website (www.innogy.com) in the investor relations section and ensure that this information remains available to the public for at least five years from the date of the respective announcement.
Essen, in January 2018
This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.
Overview share buyback program UK 2018
|Date||Number of repurchased shares||Price in GBP (average purchase price)||Purchase volume in GBP||Transaction details|
|05 Feb 2018||79||27.283351||2,155.38||As of 05 Feb 2018 (XLS)|
|01 Mar 2018||156||29.396381||4,585.84||As of 01 Mar 2018 (XLS)|
|03 Apr 2018||94||34.136368||3,208.82||As of 03 Apr 2018 (XLS)|
|02 May 2018||164||32.940231||5,402.20||As of 02 May 2018 (XLS)|
|01 Jun 2018||167||32.015670||5,346.62||As of 01 Jun 2018 (XLS)|
|27 Jun 2018||101||32.882601||3.321.14||As of 27 Jun 2018 (XLS)|