Other Capital Market Information | 11 March 2019 18:37
Fresenius Medical Care AG & Co. KGaA / Notification pursuant to Article
5(1)(a) of Regulation (EU) No 596/2014 and Article 2(1) of Delegated
Regulation (EU) No 2016/1052
11.03.2019 / 18:37
Dissemination of a Post-admission Duties announcement transmitted by DGAP -
a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Fresenius Medical Care AG & Co. KGaA ('Fresenius Medical Care' or the
'Company') will implement a share buy-back programme. The Company will make
use of the authorization granted by the General Meeting on 12 Mai 2016 to
acquire own shares pursuant to section 71 para. 1 no. 8 of the German Stock
Corporation Act (Aktiengesetz - AktG). Under this share buy-back programme,
up to a maximum of 6 million ordinary shares (ISIN DE0005785802) will be
repurchased at a total purchase price (excluding ancillary transaction
costs) of up to 330 million Euro (approximately 370 million U.S. Dollar) in
the period from 12 March 2019 until and including 10 May 2019. This
corresponds to approximately 1.6% of the share capital of Fresenius Medical
Care. The own shares repurchased by the Company will be used for the sole
purpose of reducing the registered share capital by cancellation of the
repurchased own shares.
The shares will be repurchased on the stock exchange via the XETRA trading
system and/or via selected multilateral trading facilities (MTF). Pursuant
to the conditions of the repurchase authorization granted by the Company's
General Meeting on 12 Mai 2016, the price per share (excluding ancillary
transaction costs) paid by the Company must not exceed or fall short of the
market price of the Company's shares determined by the opening auction on
the exchange trading day in the XETRA trading system by more than 10%.
The share buy-back will be made in accordance with the safe harbour
provisions pursuant to Article 5 of Regulation No 596/2014 of the European
Parliament and of the Council of 16 April 2014 on market abuse (market
abuse regulation) in conjunction with the provisions of the Commission
Delegated Regulation 2016/1052 of 8 March 2016 supplementing Regulation
(EU) No 596/2014 of the European Parliament and of the Council with regard
to regulatory technical standards for the conditions applicable to share
buy-back programmes and stabilisation measures ('Delegated Regulation').
The share buy-back programme will be led by a credit institution on behalf
and for the account of the Company, and such credit institution will make
its decisions on the time of the buy-back of shares of Fresenius Medical
Care independent of and without being influenced by the Company. In
particular, the credit institution has agreed vis-à-vis Fresenius Medical
Care to comply with the conditions of the repurchase authorization granted
by the Company's General Meeting on 12 Mai 2016 and the conditions for
trading pursuant to Article 3 para. 2 and para. 3 of the Delegated
Regulation when executing the share buy-back programme. Pursuant to Article
3 para. 2 of the Delegated Regulation, shares may not be purchased under
the share buy-back programme at a price higher than the higher of the price
of the last independent trade and the highest current independent purchase
bid on the trading venue where the purchase is carried out; at the same
time, pursuant to Article 3 para. 3 of the Delegated Regulation, under the
share buy-back programme, not more than 25% of the average daily volume of
the shares on the trading venue on which the purchase is carried out may be
purchased, whereby the average daily volume will be based on the average
daily volume traded on the 20 trading days preceding the date of purchase.
The share buy-back programme may, to the extent necessary and permitted by
law, be suspended and also be reinstated at any time.
Fresenius Medical Care will appropriately make available in detailed and
aggregated form any information on any transactions in connection with the
share buy-back programme no later than at the end of the seventh trading
day after executing such transactions. In addition, Fresenius Medical Care
will publish the notified transactions on its website at
www.freseniusmedicalcare.com under section Investors and ensure that such
information will be publicly accessible for at least five year from the day
of the announcement.
Fresenius Medical Care AG & Co. KGaA
represented by Fresenius Medical Care Management AG
represented by its Management Board
Bad Homburg v.d.H., 11 March 2019
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11.03.2019 The DGAP Distribution Services include Regulatory Announcements,
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Language: English
Company: Fresenius Medical Care AG & Co. KGaA
Else-Kröner-Straße 1
61352 Bad Homburg
Germany
Internet: www.freseniusmedicalcare.com
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