Pursuant to art. 144-bis, clause 3, Consob Regulation 11971/1999 (“Issuers’ Regulation”), TerniEnergia S.p.A. a company active in the renewable energy sectors, energy efficiency and waste management, listed on Star segment of Borsa Italiana, has announced the launch of a share buy-back programme for a total of 2.656.720,ordinary treasury shares (6% of the share capital as it was before the share capital increase resolved by the extraordinary General Shareholders’ Meeting on 13 October 2014), as authorized by the Ordinary Shareholders’ Meeting held on 13 October 2014.
The programme allows the Company to carry out investment operations and to set up of a pool of securities, directly or through intermediaries, as allowed by current legislation. It may also be used for :
– Acquire a portfolio consisting of TerniEnergia ordinary shares to be used as consideration for any extraordinary transactions, through an exchange of equity or as a subject of the transfer, or for other purposes deemed of strategic, financial, industrial and/or operational interest of the Company;
– Providing shareholders with an additional tool to monetize their investment;
– Buy shares in a medium and long term investment perspective;
– Intervening directly or through intermediaries, in accordance with the existing provisions, to contain abnormal movements in prices or to stabilize the performance of trading and prices in the event of momentary phenomena caused by an excess volatility or low trading liquidity.
Purchase transactions are not instrumental to the reduction of share capital by cancellation of treasury shares purchased, nor intentionally aimed at delisting the Company’s operations.
The unit price for the purchase of shares can not be higher or lower than 10% compared to the reference price recorded by the shares in the trading session prior to each individual transaction.
From the point of view of the consideration for the sale of treasury shares purchased, the Board of Directors shall have the discretion to determine, from time to time, price and/or any additional condition, mode and time of use of treasury shares, token into account the performance of the share price in the period prior to the transaction and the best interests of the Company, in each case with the procedures, terms and requirements conform to accepted market practice and in compliance with the regulations from time to time applicable.
As for the daily volume of transactions relating to the program, the purchases will not exceed 25% of the average daily volume of shares traded in the 20 trading days preceding the date of each purchase.
By the second day of the trading week the Company will give notice to the market and the relevant authorities of the details (number of shares purchased, average price and total equivalent value) of the transactions made in the previous trading week.
As of today, the Company holds 7,500 treasury shares (around 0.02% of the share capital). The buy-back programme may also be implemented in a number of tranches within 18 months of the date of the aforementioned shareholders’ resolution.
The authorization to dispose of treasury shares purchased from time to time and held in the portfolio is no time limit. The Board of Directors may proceed with the completion of the authorized operations in one or more times.
