TOYA S.A (hereinafter the “Company”) informs that on 22 May 2017, pursuant to art. 368 §1 of the Act of 15 September 2000 Commercial Companies Code. (Journal of Laws of 2016, item 1578 with further amendments: “CCC”), §13 section 1 of TOYA S.A. Statute, §6 section 1 and 2 and §10 and §11 of the Rules of the Management Board, the Management Board of TOYA S.A. decided to proceed with the necessary formal and legal steps aimed at buy-back of own shares of TOYA S.A. on the basis of art. 362 § 1 pt 5 and 8 of the CCC.
The intention of TOYA S.A. is the acquisition of shares under conditions like below:
a. the maximum number of Shares acquired will not exceed 4,990,000 (in words: four million nine hundred and ninety thousand);
b. the aggregate nominal value of shares acquired at the time of their acquisition and held by the Company and its subsidiaries at that time will not exceed 20% of the Company’s share capital, including the nominal value of treasury shares held by the Company and its subsidiaries
c. purchased shares will be fully covered;
d. the minimum payment for one share will be PLN 5.90 (in words: five 90/100 PLN) and the maximum amount of payment per share will be PLN 7.30 (in words: seven 30/100 PLN)
e. total payment for Shares, increased by acquisition costs, will not be higher than the value of reserve capital established pursuant to the resolution of the Ordinary General Meeting of Shareholders of TOYA S.A. regarding the creation of a reserve capital for the buy-back of own shares of TOYA S.A.;
f. Acquisition of Shares may occur in transactions or transactions on the regulated market of the Warsaw Stock Exchange, in transactions or transactions outside the regulated market, or through a general share buyback, with the purchase of treasury shares in such a way as to ensure equal treatment all shareholders of the Company; Shares may be acquired directly by the Company or through an investment firm
g. the Management Board is authorized to acquire Shares until the funds are exhausted from the reserve capital created for this purpose but no longer than until 30 June 2018.
h. the commencement and completion of the shares buyback requires a separate Management Board resolution; the Management Board will announce the buyback of Shares, including the date of commencement and termination of Shares acquisition
i. shares acquired by the Company may be redeemed on the basis of a separate resolution of the General Meeting; The Management Board is authorized to set the purpose or objectives of the acquisition of own shares within the limits set forth in the authorization of the Ordinary General Meeting of TOYA S.A. to acquire the Company’s own shares and to dispose of the shares acquired by the Company, subject to the prior consent of the Supervisory Board. In particular, Shares may be designated for further resale, exchange or other purpose as determined by a resolution of the Management Board, as well as the transfer of Shares held in connection with the execution of potential acquisitions in the further development of the Company.
The final decision on the buyback of shares of TOYA S.A. belongs to the TOYA S.A. General Meeting of Shareholders, due to the above the Management Board of TOYA S.A. will ask the Ordinary General Meeting of TOYA S.A. to authorize the Management Board to acquire the Company’s own shares.
Legal basis: Article 17 section 1 of European Parliament and Council (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market abuse Regulation) and repealing Directive 2003/6 / EC of the European Parliament and of the Council and Commission Directives 2003/124 / EC, 2003/125 / EC and 2004/72 / EC (Journal of Laws of the European Union, No.173, page 1, as amended).
Grzegorz Pinkosz
President of the Mangement Board