Announcement of information on the Share Buyback Programme pursuant to Article 5(1)(a) of Regulation (EU) No 596/2014 and Article 2(1) of Delegated Regulation (EU) 2016/1052
Filderstadt, 12 October 2023 – As announced in today’s ad-hoc announcement, the management board of All for One Group SE (ISIN: DE0005110001) (»Company«) resolved, with the consent of the supervisory board of the Company, to extend the current share buyback programme (»Share Buyback Programme 2022«) via the stock exchange up to a total amount of EUR 5.5 million (excluding incidental acquisition costs).
The share buyback programme was scheduled to expire on 12 October 2023. As part of the extension of the Share Buyback Programme 2022, up to a total of 100,000 treasury shares (corresponding to up to approximately 2% of the current share capital of the Company) may be repurchased via the stock exchange until 11 October 2024 – less the treasury shares already acquired as part of the Share Buyback Programme 2022. The highest possible total purchase price for the acquisition of the Company’s shares (excluding incidental acquisition costs) remains unchanged at EUR 5.5 million.
As of today, All for One Group SE has acquired a total of 36,144 shares in the Company at a total purchase price of around EUR 1.5 million. Around EUR 4.0 million is therefore still available for the continuation of the share buyback programme.
In doing so, the management board makes use of the authorisation granted by the annual general meeting on 12 March 2020 to acquire treasury shares via the stock exchange or a public purchase offer up to an amount of 10% of the Company’s share capital in the period until 11 March 2025 (»authorisation «). This corresponds to 498,200 shares.
The authorisation of 12 March 2020 may be exercised in whole or in part, once or several times, by the Company, by Group companies or by third parties for the account of the Company. If the shares are acquired directly via the stock exchange, the authorisation stipulates that the consideration paid per share (excluding incidental acquisition costs) may not be more than 10% higher or lower than the arithmetic mean of the closing prices of the Company’s shares in XETRA trading (or a comparable successor system) on the Frankfurt am Main stock exchange during the last five trading days prior to the purchase of the shares.
The Company’s treasury shares acquired in this way may be used by the management board – in each case with the consent of the supervisory board – for all purposes permissible under the provisions of the German Stock Corporation Act and under the aforementioned authorisation.
The shares will be repurchased exclusively via the stock exchange in XETRA trading on the Frankfurt Stock Exchange. The Company will carry out the purchase in accordance with the provisions of Articles 5, 14 and 15 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and the provisions of the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 – with the exception of Article 2 (1a) of the Delegated Regulation – and on the basis of the authorisation. The Company has contractually obligated the credit institution charged with the purchase of shares in the Company to carry out the repurchase in accordance with the aforementioned regulations.
The shares of the Company will be purchased in accordance with the trading conditions of Article 3 of Delegated Regulation (EU) 2016/1052. In particular, in accordance with Article 3 (3) of Delegated Regulation (EU) 2016/1052, no more than 25% of the average daily share turnover on the trading venue on which the purchase is made may be acquired per trading day. The average daily share turnover is calculated on the basis of the average daily trading volume during the 20 trading days prior to the respective purchase date.
In accordance with Article 4 (2b) of Delegated Regulation (EU) 2016/1052, the credit institution charged with the repurchase shall make its decisions on the timing of the acquisition of the shares of All for One Group SE independently of and without influence by the Company. The Company will not influence the decisions of the credit institution in this respect.
The Share Buyback Programme 2022 may, as far as legally permissable, be suspended, interrupted and, if necessary, resumed or finally terminated by the company at any time in accordance with the applicable legal requirements.
Information on the transactions relating to the Share Buyback Programme 2022 shall continue to be disclosed in a manner that complies with the requirements of Article 2 (3) sentence 1 in conjunction with Article 2 (2) of Delegated Regulation (EU) 2016/1052 no later than the end of the seventh trading day following the day of execution of such transactions.
In addition, pursuant to Article 2 (3) sentence 2 of Delegated Regulation (EU) 2016/1052, the company will continue to publish the disclosed transactions on its website at www.all-for-one.com in the »Investors« section and ensure that the information remains publicly available for at least five years from the date of adequate disclosure.
