Amaro (Italy) – October 15th, 2013.
The Board of Directors of Eurotech S.p.A, following the authorisation for the purchase and disposal of treasury shares voted by the Shareholders' meeting of Eurotech held on April 24 th , 2013, has approved today a treasury shares purchase program within the purposes contemplated by “market practice” as allowed by the Consob (Italian securities & exchange commission), pursuant to Article 180, section 1, letter. c), of TUF (“Consolidated Law on Finance”) by resolution no. 16839 of March 19, 2009 and in EC Regulation no. 2273/2003 of December 22, 2003.
In particular, the objective of the purchase program is the constitution of a “warehouse” of shares to be used in the execution of possible future investment transactions through the exchange, change, conferral, transfer, or other act of disposal of the treasury shares, including pledge as a guarantee for the Company’s financing transactions.
The share purchase transactions related to the implementation of the program will take place through the methods and within the limits established by the aforementioned assembly decision, and to be specific:
- the purchase may involve a maximum of 1,100,000 ordinary Eurotech shares with no stated par value, and, thus, contained within the limits of law (20% of the share capital in accordance with Article 2357, section 3, of the Italian Civil Code) taking account the treasury shares held by the Company to date (420,140 shares, equal to 1.183% of the share capital), with a maximum counter value of Euro 3 million;
- the purchase of treasury shares should take place within the limits of the distributable profits and available reserves as stated on the last balance sheet (also interim) approved at the time of the transaction;
- the purchases of treasury shares will be conducted in accordance with the operating conditions established by Consob pursuant to Article 180, section 1, letter c), of the TUF by resolution no. 16839 of March 19, 2009, as well as EC Regulation no. 2273/2003 of December 22, 2003 where applicable. In particular, the purchase price should not exceed the higher price between that of the last independent transaction and the highest current independent bid price in the trading venues where the purchase will be made, provided that the unitary consideration can never be less than a minimum of 15% or higher than the maximum of 15% compared to the arithmetical average of the official Eurotech share price recorded during the ten Stock Exchange trading days
preceding each acquisition;
- the purchases will be made in accordance with Article 144-bis, section 1, letter b) of Consob Regulation 11971/1999 (as subsequently modified) and the applicable provisions, so as to ensure the equal treatment of all shareholders as required by Article 132 of the TUF, and thus on regulated markets, according to the operating rules set forth in the organizational and management regulations of the markets themselves, which do not permit the direct matching of negotiation proposals for purchase with predetermined negotiation proposals for sales;
- the purchase program may be conducted in several installments, during the whole time period defined by the Shareholders’ Meeting and hence until October 23 rd , 2014.
Eurotech S.p.A. will announce the transactions carried out on a weekly basis providing the details of such transactions.