Milan, 22 September 2017 – Pursuant to Art. 144-bis of the Consob Regulation no. 11971/1999 (the “Issuers’ Regulation”) as well as to Art. 2, paragraph 1 of the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 (the “1052 EU Regulation”), Maire Tecnimont S.p.A. (the “Company” or “Maire Tecnimont”) announces that, as of 25 September 2017, the treasury share buyback program (the “Program”), pursuant to Art. 5 of the Commission Delegated Regulation (EU) of 8 March 2016 no. 596/2014 (the “MAR”), will be launched. The Program is servicing the equity-linked bond, named “Euro 80 million 5.75 percent. Unsecured Equity-Linked Bonds due 2019”, issued by the Company further to the resolution passed by the Board of Directors on 11 February 2014, pursuant to Art. 2410, first paragraph of Italian Civil Code (the “Bond”).
The Program - that will be lunched in accordance with the resolution passed by the Ordinary Shareholders’ Meeting held on 26 April 2017 that authorized the purchase and the disposal of treasury shares for 18 months - shall be carried out, under the safe harbor provided for by the MAR, in accordance with the following terms and conditions:
– the purchases will be made on the Telematic Stock Exchange Market (MTA) organized and managed by Borsa Italiana S.p.A. through authorized intermediaries in charge of implementing the Program, in compliance with the instructions and limits set out in the above-mentioned Shareholders’ resolution on the authorization to purchase and dispose of treasury shares, in Art. 5 of the MAR, in Art. 3 of the 1052 EU Regulation as well as in any other applicable Italian or European regulation;
– the maximum number of shares to be purchased is equal to no. 15,000,000 ordinary shares, corresponding to the 4.91% of the total number of the outstanding ordinary shares, to be exclusively reserved for the equity-linked bond, named “Euro 80 million 5.75 percent. Unsecured Equity-Linked Bonds due 2019”;
– taking into consideration the current market price of Maire Tecnimont shares on the Telematic Stock Exchange Market (22 September 2017), the maximum outlay for the purchase is estimated to be around EUR 75,000,000;
– the purchases will be made at a price not exceeding the higher between the price of the last independent transaction and the price of the highest independent purchase offer current at the Telematic Stock Exchange Market organized and managed by Borsa Italiana S.p.A., and provided that the above unit price may not be less than the minimum of 10% and higher by more than 10% of the reference price of Maire Tecnimont’s share on the stock exchange session prior to each individual transaction;
– purchases of treasury shares must be effected on any trading day for a volume not exceeding 25% of the average daily volume of Maire Tecnimont’s shares negotiated in the Telematic Stock Exchange Market organized and managed by Borsa Italiana S.p.A., based on the average daily volume traded during the 20 trading days preceding the date of purchase;
– the buyback may be carried out by 26 October 2018.
The Company will timely notify the public of any subsequent amendments to the Program.
Pursuant to Art. 5, par. 1(b) and 3 of the MAR and to Art. 2, par. 2 and 3 of the 1052 EU Regulation, under the Program, Maire Tecnimont will inform Consob and the market in aggregate form and in detail also by means of publication on its website, of any share purchase transactions that have been carried out, according to the timing under the applicable regulation.
To date, the treasury shares held by the Company amount to no. 16,248.
Maire Tecnimont S.p.A.
Maire Tecnimont S.p.A., a company listed on the Milan Stock Exchange, leads an industrial group (Maire Tecnimont Group) playing a major role in the international Engineering & Construction (E&C), Technology & Licensing and Energy Business Development & Ventures markets, with specific competences in plant building, particularly in the hydrocarbons segment (Oil & Gas, Petrochemicals and Fertilizers), as well as in Power Generation and Infrastructures. Maire Tecnimont Group operates in approximately 40 different countries, numbering around 50 operative companies and a workforce of about 5,200 employees, along with approximately 3,000 additional Electrical & Instrumentation professionals. For more information: www.mairetecnimont.com.
Carlo Nicolais firstname.lastname@example.org
S. Raffaelli, A. Mele, I. Mastrogregori
Tel. +39 02 89011300
Tel. +39 02 6313-7823