EANS-Adhoc: ams AG
Repurchase of own shares on the ordinary trading line
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Disclosed inside information pursuant to article 17 Market Abuse Regulation
(MAR) transmitted by euro adhoc with the aim of a Europe-wide distribution.
The issuer is responsible for the content of this announcement.
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Buybacks
05.04.2020
Premstaetten - Repurchase of own shares on the ordinary trading line
ams AG, Premstaetten, Austria
The Management Board of ams AG, Tobelbader
Strasse 30, 8141 Premstätten, Austria ("ams AG")
has, based on the resolution of the Annual
General Meeting of ams AG on 5 June 2019,
decided to launch a new buyback programme and to
buy back up to 5% (corresponding to 4.4278% of
the free float) of the share capital of ams AG.
As a consequence of the capital increase of ams
AG, which was decided by the Extraordinary
Basis and Scope of the General Meeting of ams AG on 24 January 2020 and
Repurchase registered on 2 April 2020, the share capital of
ams AG is divided into 274,289,280 no-par value
bearer shares. Based on this, the decided
buyback of own bearer shares comprises a maximum
of 13,714,464 bearer shares.
The present buyback programme has been exempted
by way of notification procedure from the
provisions on public tender offers based on the
TOB Circular No. 1: Buyback programmes of 27
June 2013 (status as at 1 January 2016) ("TOB
Circular No. 1").
The acquired own bearer shares are to be used
Purpose for employee participation plans, in particular
to service stock options (employee option
plans).
The buyback of own bearer shares will start on 8
April 2020 and will last until 4 December 2021
at the latest.
ams AG reserves the right to terminate the
Duration buyback programme at any time and has at no time
any obligation to buy back own bearer shares.
ams AG will act as buyer depending on market
conditions. The conditions contained in the TOB
circular no. 1 will be complied with.
Purchases under the buyback programme are
No special trading line realised at market price via the ordinary
trading line. No special trading line is opened
for the buyback programme.
The maximum daily repurchase volume according to
Art. 123 para. 1 lit. c Financial Market
Maximum Daily Repurchase Volume Infrastructure Ordinance ("FMIO") is available
under the following link: https://ams.com/share-
buy-back [https://ams.com/share-buy-back]
Mandated Bank Bank Vontobel AG, Zurich, was mandated by ams AG
to execute the repurchase of the bearer shares.
A delegation agreement exists between ams AG and
Bank Vontobel AG in accordance with Art. 124
para. 2 lit. a and para. 3 FMIO, under which
Bank Vontobel AG independently carries out
Delegation Agreement buybacks in compliance with pre-defined
parameters. ams AG has the right to terminate
this delegation agreement at any time without
giving reasons or to amend it in accordance with
Art. 124 para. 3 FMIO.
ams AG will provide on its website on-going
Publication of the repurchase information on the repurchases carried out under
transaction the buyback programme: https://ams.com/share-
buy-back [https://ams.com/share-buy-back]
As of the date of this announcement, ams AG
holds 30'870 own bearer shares.
Following the public buyback programme with
respect to the 0.875% USD 350,000,000
convertible bond (ISIN: DE000A19PVM4) ("USD
Convertible Bond") and with respect to the zero
coupon EUR 600,000,000 convertible bond (ISIN:
Own Shares DE000A19W2L5) ("EUR Convertible Bond"), carried
out from 27 March 2019 to 30 December 2019, ams
AG holds, as of the date of this announcement,
with respect to the USD Convertible Bond 1,602
rights to sell (physical delivery) relating to
4,836,056 (or 1.77%) ams AG bearer shares and,
with respect to the "EUR Convertible Bond, 2,622
sales rights (physical delivery) in respect of
6,254,831 (or 2.28%) ams AG bearer shares.
According to the disclosure notifications of the
respective shareholders and shareholder groups
and to the knowledge of ams AG (pointing out
that the disclosure notifications were made
prior to the registration of the capital
Major Shareholders increase on 2 April 2020), the following
shareholders or shareholder groups hold 3% or
more of the votes and capital of ams AG (within
the meaning of Art. 120 of the Swiss Federal Act
on Financial Market Infrastructures and Market
Conduct in Securities and Derivatives Trading
("FMIA")):
______________________________________________
| | | |Derivative ||
|Shareholder / |Number of|In % of|acquisition-||
|Shareholder |Bearer |Votes |(AP) or ||
|Group |Shares |and |sale- ||
| | |Capital|positions ||
|______________|_________|_______|(SP)________||
|BlackRock, | | |3.45% (AP) ||
|Inc., NY, New |3,921,625|4.65% |0.02% (SP) ||
|York,_USA_____|_________|_______|____________||
|UBS Fund | | | ||
|Management |2,534,414|3.002% |-- ||
|(Switzerland) | | | ||
|AG____________|_________|_______|____________||
|Direct | | | ||
|Shareholders: | | | ||
|Esta | | | ||
|Investments | | | ||
|Pte. Ltd. | | | ||
|Orchid | | | ||
|Investments |4,562,465|5.404% |-- ||
|Pte. Ltd. | | | ||
|Beneficial | | | ||
|owner: | | | ||
|Temasek | | | ||
|Holdings | | | ||
|(Private) | | | ||
|Limited_______|_________|_______|____________||
|Direct | | | ||
|Shareholders: | | | ||
|Morgan Stanley| | | ||
|Capital | | | ||
|Services LLC | | | ||
|Morgan Stanley| | | ||
|& Co. LLC | | | ||
|Morgan Stanley|4,569,575|5.41% |6.04% (AP) ||
|& Co. | | |0.79% (SP) ||
|International | | | ||
|plc. | | | ||
|Morgan Stanley| | | ||
|Europe SE | | | ||
|Beneficial | | | ||
|Owner: | | | ||
|Morgan_Stanley|_________|_______|____________||
|Letko, | | | ||
|Brosseau & | | | ||
|Associates |2,572,815|3.05% |-- ||
|Inc., | | | ||
|Montreal, | | | ||
|Quebec,_Canada|_________|_______|____________||
|Norges Bank | | | |
|(the Central | | | |
|Bank of |3,539,523|4.19% |-- |
|Norway), Oslo,| | | |
|Norway________|_________|________|____________|
|Direct | | | |
|Shareholders: | | | |
|Millennium | | | |
|Partners LP, | | | |
|George Town, | | | |
|Cayman Islands| | | |
|Integrated | | | |
|Core | | | |
|Strategies |0 |-- |7.37% (AP) |
|Asia Pte. Ltd,| | |3.19% (SP) |
|Singapore, | | | |
|Republic of | | | |
|Singapore | | | |
|Beneficial | | | |
|owner: | | | |
|Israel | | | |
|Englander, New| | | |
|York,_USA_____|_________|________|____________|
|Direct | | | |
|Shareholders: | | | |
|Credit Suisse | | | |
|AG, Zürich, | | | |
|Schweiz | | | |
|Credit Suisse | | | |
|(Schweiz) AG, | | | |
|Zürich, | | | |
|Schweiz | | | |
|Credit Suisse | | | |
|AG, Dublin | | | |
|Branch, | | | |
|Dublin, | | | |
|Ireland | | | |
|Credit Suisse | | | |
|Securities | | | |
|(USA) LLC, New| | | |
|York, USA | | | |
|Credit Suisse | | | |
|Asset | | | |
|Management | | |9.95% (AP) |
|LLC., New |5,294,363|6.27% |2.51% (SP) |
|York, USA | | | |
|Credit Suisse | | | |
|Securities | | | |
|(Europe) | | | |
|Limited, | | | |
|London, | | | |
|England | | | |
|Credit Suisse | | | |
|International,| | | |
|London, | | | |
|England | | | |
|Credit Suisse | | | |
|Life & Pension| | | |
|AG, Italy | | | |
|Branch, Milan,| | | |
|Italy | | | |
|Beneficial | | | |
|owner: | | | |
|Credit Suisse | | | |
|AG, Zürich, | | | |
|Schweiz_______|_________|________|____________|
|Direct | | | |
|Shareholders: | | | |
|UBS AG, Basel,| | | |
|Switzerland | | | |
|UBS | | | |
|Switzerland | | | |
|AG, Zürich, | | | |
|Switzerland | | | |
|UBS Asset | | | |
|Management | | | |
|(UK) Ltd, | | | |
|London, United| | | |
|Kingdom | | | |
|UBS Asset | | | |
|Management | | | |
|Switzerland | | | |
|AG, Zürich, | | | |
|Switzerland | | | |
|UBS Fund | | | |
|Management | | | |
|(Luxembourg) | | | |
|S.A., | | |5.33% (AP) |
|Luxembourg |4,535,894|5.37% |1.36% (SP) |
|UBS Asset | | | |
|Management | | | |
|(Japan) Ltd, | | | |
|Tokyo, Japan | | | |
|UBS Third | | | |
|Party | | | |
|Management | | | |
|Company S.A., | | | |
|Luxembourg | | | |
|UBS Asset | | | |
|Management | | | |
|Trust Company,| | | |
|Springfield, | | | |
|IL, USA | | | |
|UBS Europe SE,| | | |
|Frankfurt am | | | |
|Main, Germany | | | |
|Beneficial | | | |
|owner: | | | |
|UBS Group AG, | | | |
|Zürich, | | | |
|Switzerland___|_________|________|____________|
ams AG has no knowledge whether these
shareholders and shareholder groups intend to
tender their bearer shares within the buyback
program.
In accordance with the applicable provisions,
ams AG confirms that at the time of the
Non-public information publication of this announcement it has no non-
public information which could significantly
affect the decision making of the shareholders.
Applicable Law and Jurisdiction Swiss Law / City of Zurich, Zurich 1,
Switzerland
Note: This announcement does not constitute an issue prospectus within the
meaning of articles 652a and 1156 of the Swiss Code of Obligations (as in effect
immediately prior to the entry into effect of the Swiss Financial Services Act
of June 15, 2018 (Finanzdienstleistungsgesetz, "FinSA") or Art. 35 ss FinSA.
This offer is not made in the United States of America and to US persons and may
be accepted only by non-US persons and outside of the United States. Offering
materials with respect to this offer must not be distributed in or sent to the
United States and must not be used for the purpose of solicitation of an offer
to purchase or sell any securities in the United States.
Valor number ISIN Ticker symbol
Bearer Shares without par value 24'924'656 / AT0000A18XM4 AMS
(Nennwertlose Inhaberaktien)
Place, Date Premstaetten, 06 April 2020
Further inquiry note:
Moritz M. Gmeiner
Vice President Investor Relations
Tel: +43 3136 500-31211
Fax: +43 3136 500-931211
Email: investor@ams.com
end of announcement euro adhoc
--------------------------------------------------------------------------------issuer: ams AG
Tobelbader Strasse 30
A-8141 Premstaetten
phone: +43 3136 500-0
FAX: +43 3136 500-931211
mail: investor@ams.com
WWW: www.ams.com
ISIN: AT0000A18XM4
indexes:
stockmarkets: SIX Swiss Exchange
language: English