TOYA S.A. (hereinafter: the “Company”) informs that on 21 May, 2019, pursuant to art. 368 §1 of the Commercial Companies Code (Act) of 15 September, 2000 (consolidated text of 2016, item 1578 as amended, hereinafter: the “CCC”), §13, section 1 of the Articles of Association of TOYA S.A., §6, section 1 and 2 as well as §10 and §11 of the Rules of the Management Board, the Management Board of TOYA S.A. resolved to proceed to take necessary formal and legal steps aimed at TOYA S.A. purchasing, under the provision of art. 362 § 1, item 5 and 8 of the CCC, own shares of TOYA S.A.
The intention of TOYA S.A. is to purchase own shares of TOYA S.A. upon the terms and conditions below:
a. the maximum number of Shares purchased shall not exceed 3 000 000 (say: three million);
b. the aggregate nominal value of own shares purchased upon their purchase as well as remaining in the possession of the Company and its subsidiaries at a given time shall not exceed 20% of the Company’s share capital, including also the nominal value of own shares held by the Company and its subsidiaries;
c. the Shares purchased shall be fully paid up;
d. the amount of minimum payment for one Share shall be PLN 5.20 (say: five zlotys 20/100), whereas the maximum payment for one Share shall be PLN 7.80 (say: seven zlotys 80/100);
e. the total payment for the Shares, increased by the costs of purchase, shall not be higher than the amount of the reserve capital established under the resolution of the Annual General Meeting of Shareholders of TOYA S.A. in the matter of establishing the reserve capital to purchase own shares of TOYA S.A.;
f. the purchase of the Shares may take place as part of a transaction or transactions on the regulated market of the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.), as part of a transaction or transactions beyond the regulated market, or by way of general share purchase, however, the purchase of own shares shall take place in such a way as to ensure equal treatment of all the Company’s shareholders; the Shares may be purchased directly by the Company or via an investment company.
g. The Management Board is authorised to purchase the Shares until exhaustion of the funds from the reserve capital as established for this purpose, however, not longer than until 31 May, 2020;
h. commencing and ending the purchase of the Shares requires a separate resolution of the Management Board; the Management Board shall publicly announce detailed information regarding the purchase of the Shares, including the date the purchase of the Shares commences and ends;
i. the Shares purchased by the Company may be redeemed on the basis of a separate resolution of the general meeting, remain the Company’s assets or may be allocated for disposal; the Management Board is authorised to determine the intended use of own shares purchased, within the limits as provided for in this resolution, and to dispose of the shares purchased by the Company, subject to obtainment of prior consent of the Supervisory Board. In particular, the Shares may be designated for resale, exchange or other purpose specified in a resolution of the Management Board, and it is also possible to transfer the possession of the Shares in connection with the implementation of potential acquisitions as part of the further development of the Company.
The final decision as to the purchase of own shares of TOYA S.A. rests with the General Meeting of Shareholders of TOYA S.A., due to the foregoing the Management Board of TOYA S.A. will apply to the Annual General Meeting of Shareholders of TOYA S.A. for granting the Management Board of TOYA S.A. authorization to purchase the Company’s own shares.
Legal basis: art. 17, section 1 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 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 (OJ EU L of 2014 No. 173, p. 1 as amended).
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Grzegorz Pinkosz
President of the Management Board