Cesena (Italy) November 6th, 2023 – Technogym S.p.A. announces the commencement of a share buyback program ("Program") in accordance with the authorization granted by the Ordinary Shareholders' Meeting on May 5, 2023.
The following details of the Program are provided in accordance with Article 144-bis, paragraph 3, of the CONSOB Regulation adopted by resolution no. 11971/1999 ("Issuers’ Regulation") and Article 2, paragraph 1, of the Delegated Regulation (EU) 2016/1052 ("Delegated Regulation MAR"). The Program will be executed in compliance with the constraints of the applicable regulations, including those stipulated in Regulation (EU) No. 596/2014 ("MAR").
Purpose of the Program:
The Program is intended to: (i) Operate in the market, in compliance with the current provisions, to contain abnormal movements in stock prices and regulate trading activity in response to any distortions caused by excessive volatility or low liquidity of transactions. (ii) Acquire a portfolio of the company's own shares for the purpose of fulfilling obligations arising from stock option plans, stock grants, or other incentive programs, whether paid or free, to company executives, employees, or collaborators of Technogym or group companies.
Operational Procedures and Trading Venue:
The share purchases will be made on the regulated market Euronext Milan, organized and managed by Borsa Italiana S.p.A., through the authorized intermediary Equita SIM S.p.A., responsible for implementing the Program independently in accordance with suitable operational methods to ensure equal treatment of shareholders as stipulated by current legal and regulatory provisions (including, without limitation, Article 2357 of the Civil Code, Article 132 of the Italian Legislative Decree February 24th 1998, n. 58 (“TUF”), Article 144-bis, paragraph 1, letter b) of the Issuer Regulation, and provisions of the Regulation of the Markets organized and managed by Borsa Italiana S.p.A.).
Maximum Number of Own Shares and Maximum Expenditure:
The maximum number of own shares to be purchased under the Program, in one or more transactions, also on a revolving basis, will not exceed 2,500,000 ordinary Technogym shares. The maximum expenditure for the Program is set at a total of Euro 20,000,000.
Minimum and Maximum Consideration and Quantity of Shares Purchased:
The purchase of own shares will be conducted at price conditions in compliance with Article 3, paragraph 2, of Delegated Regulation MAR, which means the price will not exceed the higher of the last independent transaction price and the highest current independent purchase offer price on the trading venue where the purchase is made or in compliance with the prevailing regulations. The purchase price per share will not deviate, either upward or downward, by more than 10% from the reference price recorded by the stock in the trading session preceding each individual transaction.
In accordance with Article 3, paragraph 3, of Delegated Regulation MAR, the quantity of shares purchased on each trading day will not exceed 25% of the average daily trading volume of ordinary Technogym shares on the trading venue where the purchase is made, calculated based on the average daily trading volume over the 20 trading days preceding the purchase date.
Program Duration:
The Program will commence on November 6th, 2023 and will last until the acquisition of all shares subject to the Program is completed or, in any case, not later than 18 months from the approval by the Ordinary Shareholders' Meeting on May 5, 2023. Share purchases may be carried out partially, interrupted, or revoked at any time, subject to timely market communications as required by the applicable regulations.
It is noted that the Program is not intended for any share capital reduction operation.
The Company will communicate the transactions carried out under the Program to CONSOB and the market, including through publication on its website, in accordance with the applicable regulations.
As of the current date, the Company does not hold any own shares. Any changes to the Program will be promptly communicated by the Company pursuant to the terms and conditions set by applicable regulations.
