Scandinavian Tobacco Group A/S: Initiation of new share buy-back programme of up to DKK 850 million
November 10 2023 - 11:41AM
Scandinavian Tobacco Group A/S: Initiation of new share buy-back
programme of up to DKK 850 million
Company
Announcement No. 30/2023 |
Copenhagen, 10 November 2023
Initiation of new share buy-back
programme of up to DKK 850 million.
The Board of Directors of Scandinavian Tobacco
Group A/S has decided to initiate a new share buy-back programme of
up to DKK 850 million.
The purpose of the share buy-back programme is
to adjust the Group’s capital structure and meet obligations
relating to the Group’s share-based incentive programme. The Board
of Directors intends to propose no later than to the annual general
meeting in 2025 that the shares acquired under the programme, that
are not needed to meet the Group's obligations under the incentive
programme, be cancelled.
The share buy-back programme will run from 13
November 2023 to 28 February 2025 at the latest. The Company may
terminate the programme at any time. Scandinavian Tobacco Group
will buy its own shares up to an aggregated price of DKK 850
million. Part of the programme will be conducted in accordance with
Regulation No. 596/2014 of the European Parliament and Council of
16 April 2014 (the “Market Abuse Regulation”) and Commission
Delegated Regulation (EU) 2016/1052, also referred to as the Safe
Harbour rules.
The programme is initiated based on the
Company’s articles of association which currently authorise the
Company to acquire up to 10% of the Company´s total share capital,
i.e. currently up to nominally DKK 8.7 million own shares. Prior to
the share buy-back, Scandinavian Tobacco Group holds a total of
381,749 own shares, corresponding to 0.44% of the current total
share capital.
Scandinavian Tobacco Group has appointed Nordea
Danmark, Filial af Nordea Bank Abp, Finland (“Nordea”) as lead
manager for the share buy-back programme. Nordea will make its own
trading decisions independently of and without influence from
Scandinavian Tobacco Group and execute the buy-back within the
announced limits.
No shares may be bought at a price exceeding the
higher of (i) the price of the last independent trade and (ii) the
highest current independent purchase bid on the trading venue where
the purchase is carried out.
The maximum number of shares that may be
purchased on each business day may not exceed 25% of the average
daily trading volume over the last 20 trading days prior to the
date of purchase on the trading venue where the purchase is carried
out.
Chr. Augustinus Fabrikker Aktieselskab has
informed Scandinavian Tobacco Group that it intends to maintain a
long-term ownership share in the Company of between 25.0% and 30.0%
and, therefore wishes to sell shares to the Company under the share
buy-back programme. Consequently, Chr. Augustinus Fabrikker
Aktieselskab has informed Scandinavian Tobacco Group that it will
participate in the share buy-back programme on a pro-rata basis
reflecting its current holding of 27.30% of the outstanding share
capital.
C.W. Obel A/S has informed Scandinavian Tobacco
Group that it intends to maintain a long-term ownership share in
the Company of between 10.0% and 15.0% and, therefore wishes to
sell shares to the Company under the share buy-back programme.
Consequently, C.W. Obel A/S has informed Scandinavian Tobacco Group
that it will participate in the share buy-back programme on a
pro-rata basis reflecting its current holding at 12.59% of the
outstanding share capital.
Accordingly, it has been agreed between
Scandinavian Tobacco Group and Chr. Augustinus Fabrikker
Aktieselskab and C.W. Obel A/S, respectively, that on a weekly
basis each such shareholder will sell and transfer such number of
shares to Scandinavian Tobacco Group that corresponds to each
such shareholder’s notional ownership share of the shares purchased
by Scandinavian Tobacco Group in the share buy-back programme
during the said week. The price for the shares will be equal (on a
per share basis) to the volume-weighted average purchase price for
all the shares purchased in the market under the share buy-back
programme during the relevant weekly trading period.
In case the purchase price per share calculated
in accordance with the foregoing would be higher than 105% or lower
than 90% of the closing price of the share quoted on Nasdaq
Copenhagen A/S at the end of the relevant weekly trading period, no
shares will be transferred from Chr. Augustinus Fabrikker
Aktieselskab or C.W. Obel A/S for that weekly trading period.
Nordea Danmark, Filial af Nordea Bank Abp,
Finland ("Nordea") acts as lead manager for the share buy-back
programme related to Chr. Augustinus Fabrikker Aktieselskab and
C.W. Obel A/S.
Scandinavian Tobacco Group will report on trade
activity under the share buy-back programme in weekly company
announcements.
For further
information, please contact:Torben Sand, Head of IR &
Communication, phone +45 5084 7222 or torben.sand@st-group.comEliza
Dabbagh, IR and Communication, phone +45 5080 7619 or
eliza.michael@st-group.com
- Company Announcement no 30 2023
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