Other Capital Market Information | 1 February 2019 11:29
RWE Aktiengesellschaft / Share Buyback
01.02.2019 / 11:29
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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Shared Announcement Share Buyback regarding UK Employee Share Incentive
Plans 2019
Announcement in accordance with Article 5(1) a of Regulation (EU) 596/2014
and Article 2 of Delegated Regulation (EU) 2016/1052 of the Commission of 8
March 2016
This announcement is made in the name and on behalf of RWE Supply & Trading
GmbH UK Branch, RWE Generation UK plc and RWE Technology UK Limited by RWE
Aktiengesellschaft.
In 2017 RWE Supply & Trading GmbH UK Branch, RWE Generation UK plc and RWE
Technology UK Limited (together 'RWE UK Employers') have respectivly
implemented Share Incentive Plans (hereinafter 'SIP') for their employees
in the UK (hereinafter 'RWE UK Employees'). According to which RWE UK
Employees, being eligible to join the SIP, may at their own discretion
instruct an independent trustee nominated by the RWE UK Employers
(hereinafter 'Trustee') to buy shares in RWE Aktiengesellschaft on their
behalf and account for a fixed part of their monthly salary (hereinafter
'Particpant Shares'). The Trustee buys the Participant Shares in the market
on a monthly basis and holds them in trust for the respective RWE UK
Employees. For Particpant Shares bought under the SIP the RWE UK Employers
shall award additional shares to the RWE UK Employees at a ratio of 3:1
(hereinafter 'Matching Shares'). Matching shares will also only be acquired
by the Trustee with funds made available by the RWE UK Employers.
In this context, the RWE UK Employers assume that the Trustee will acquire
a maximum of 20,000 in RWE Aktiengesellschaft (ISIN DE0007037129 (common
share)) in the period from 1 February 2019 to 31 December 2019. Such shares
qualify as treasury shares in accordance with Section 71 (1) no. 2 of the
German Stock Corporation Act. The share buyback will be limited to a total
purchase price of EUR 600,000 allocable to the acquisition of the Matching
Shares.
The acquisition of these Matching Shares by the Trustee serves the sole
purpose of meeting the RWE UK Employers' obligations arising from the SIP,
which qualifies as an employee share option programme within the meaning of
Article 5 (2c) of Regulation (EU) 596/2014. The actual number of Matching
Shares to be purchased, however, will depend on the RWE UK Employees'
decision to join the SIP but may not exceed a maximum volume of 20,000
shares.
RWE UK Employers ensure that the Trustee will conduct any acquisition in
compliance with Article 5 of Regulation (EU) 596/2014 of the European
Parliament and Council of 16 April 2014 and the applicable provisions of
Delegated Regulation (EU) 2016/1052 of the Commission of 8 March 2016.
The buyback will be implemented as a time-scheduled buyback programme by
the RWE UK Employers to which Article 4 (2a) of Delegated Regulation (EU)
2016/1052 of the Commission of 8 March 2016 applies by analogy. Hence, RWE
Aktiengesellschaft and/or the RWE UK Employers may thus not influence,
effect or impair any decision of the Trustee. The Trustee will be solely
bound by the provisions and conditions applicable to buyback programmes of
Regulation (EU) 596/2014 and Articles 2 to 4 of Delegated Regulation (EU)
2016/1052 of the Commission of 8 March 2016.
The buyback will be exclusively conducted via the Xetra trading system of
the Frankfurt Stock Exchange. No orders will be issued during an auction
phase, and the orders issued before the beginning of an auction phase will
not be changed during such phase.
The shares in RWE Aktiengesellschaft will be acquired at market prices in
accordance with the trading provisions stipulated by Article 3 of Delegated
Regulation (EU) 2016/1052 of the Commission of 8 March 2016. Accordingly,
the shares in RWE Aktiengesellschaft will not be acquired at a price
exceeding the higher of the last independent transaction and the current
highest bid on the trading platform on which the acquisition is made.
Furthermore, on any trading day, the Trustee will not acquire shares
corresponding to more than 25% of the average daily share turnover on the
trading platform on which the acquisition is made. The average daily
turnover will be calculated based on the average daily trading volume on
the 20 trading days leading up to any purchase date.
If necessary and legally permissible, the buyback programme may be
suspended and resumed at any time.
Information on transactions associated with the buyback programme will be
published appropriately in both detailed and aggregated form no later than
at the end of the seventh trading day after the day on which such
transactions were executed. Publications and reports on the course of the
buyback programme will be made by RWE Aktiengesellschaft on behalf of the
RWE UK Employers on www.rwe.com in compliance with statutory regulations.
RWE Aktiengesellschaft will ensure that this information remains available
to the public for at least five years from the date of the announcement.
Essen, February 2019
RWE Aktiengesellschaft
Please contact our Investor Relations Team with any questions that you may
have:
RWE Aktiengesellschaft
Investor Relations
Altenessener Straße 35
45141 Essen
Germany
T +49 (0) 201-5179-3112
RWE Aktiengesellschaft
Investor Relations
London Office
c/o RWE Supply & Trading
60 Threadneedle Street
London EC2R 8HP
United Kingdom
T +44 (0) 20 7015 5459
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01.02.2019 The DGAP Distribution Services include Regulatory Announcements,
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Language: English
Company: RWE Aktiengesellschaft
Altenessener Str. 35
45141 Essen
Germany
Internet: www.rwe.com
End of News DGAP News Service