Publication of Insider Information according to [Art. 17 MAR]
INDUS Holding AG launches public share buyback offer
NOT FOR DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR DISSEMINATION WOULD BE UNLAWFUL. FURTHER RESTRICTIONS APPLY. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS AD HOC ANNOUNCEMENT.
Disclosure of inside information pursuant to Art. 17 of Regulation (EU) No. 596/2014
Bergisch Gladbach, 21 February 2024 – Today, the Board of Management of INDUS Holding resolved, with the approval of the Supervisory Board, to launch a public buyback offer to shareholders of INDUS Holding AG for up to 1,100,000 no-par value bearer shares of INDUS Holding AG (ISIN DE0006200108) at a price of EUR 23.00 per share. Thus, the volume of the share buyback amounts to up to EUR 25,300,000 in aggregate. Shareholders of the company can accept the share buyback offer during the period from 22 February 2024 to 1 March 2024 (in each case inclusive).
With today’s public share buyback offer, the company is utilizing the authorization granted by the company’s annual shareholders’ meeting on 13 August 2020 to buy back shares for up to 10% of the company’s share capital by 12 August 2025. The authorization has not been exercised to date and, the company currently does not hold any treasury shares. If the share buyback offer were to be fully implemented, the company would hold treasury shares corresponding to approximately 4.09% of the company’s registered share capital. The repurchased shares may be used for all purposes permitted under the authorization.
The share buyback offer will be carried out on the terms and conditions contained in the offer document. The offer document will be published today on the Company’s website (www.indus.de/en) under the section “Investor Relations – Share buyback” and subsequently in the German Federal Gazette (www.bundesanzeiger.de). The results of the offer will also be announced on the company’s website.
Important notice
This publication may not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. This communication is not directed to, or intended for distribution to or use by, any person who is a citizen or resident of or located in any state, country or jurisdiction where such distribution, publication, availability or use would be contrary to applicable law or which would require any registration or authorisation within such jurisdiction.
The dissemination, publication or distribution of this announcement may be subject to legal restrictions in jurisdictions outside the Federal Republic of Germany. Persons domiciled in or subject to another jurisdiction should inform themselves about and observe the applicable requirements.
Neither this announcement nor its contents may be published, sent, distributed or disseminated in the United States of America, in each case by use of the mails or by any other means or instrumentality of interstate or foreign commerce or of any facility of a national securities exchange of the United States of America. This includes, but is not limited to, e-mail, facsimile transmission, telex, telephone and the Internet. Copies of this announcement and other related documents may also not be sent or transmitted to or within the United States of America. This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States of America, Germany or any other jurisdiction.
The terms and further provisions relating to the public share buyback offer are set out in the offer document, which has neither been submitted to BaFin for review nor authorised by BaFin. The share buyback offer does not comply with the provisions of the German Securities Acquisition and Takeover Act. Holders of shares in INDUS Holding AG are strongly advised to read the offer document and, if necessary, to seek independent advice on the matters contained therein.
This release contains forward-looking statements. These statements are based on the current views, expectations, and assumptions of the management of INDUS Holding AG and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. INDUS Holding AG assumes no obligation to update forward-looking statements.