DGAP-CMS: LANXESS Aktiengesellschaft: Release of a capital market information

2019. január 10., csütörtök, 15:05





DGAP Post-admission Duties announcement: LANXESS Aktiengesellschaft / Publication pursuant to Article 5(1)(a) of Regulation (EU) No 596/2014 and Article 2(1) of the Commission Delegated Regulation (EU) No 2016/1052


LANXESS Aktiengesellschaft: Release of a capital market information


10.01.2019 / 15:05


Dissemination of a Post-admission Duties announcement transmitted by DGAP - a service of EQS Group AG.


The issuer is solely responsible for the content of this announcement.



LANXESS Aktiengesellschaft

Cologne

- ISIN DE0005470405 -

- German Securities Identification Number (WKN) 547040 -

Publication pursuant to Article 5(1)(a) of Regulation (EU) No 596/2014 and
Article 2(1) of the Commission Delegated Regulation (EU) No 2016/1052

On 10 January 2019, the Board of Management of LANXESS AG resolved to make
use of the authorization granted by the Stockholders" Meeting on 20 May
2016 pursuant to Section 71 (1) no. 8 of the German Stock Corporation Act
(AktG) to acquire and use own shares and to acquire own shares via the
stock exchange. The share buy-back serves the sole purpose of reducing the
capital of LANXESS AG within the meaning of Article 5(2)(a) of Regulation
(EU) No 596/2014 of 16 April 2014 on market abuse ("Market Abuse
Regulation") by way of redemption of the acquired shares.

The share buy-back announced by LANXESS AG on 10 January 2019 by way of an
ad-hoc notification will be effected via the Xetra trading system on the
Frankfurt Stock Exchange and start on 14 January 2019 at the earliest and
shall be completed at the latest on 31 December 2019. The number of shares
of LANXESS AG to be acquired in the course of the share buy-back must not
exceed a number of 9,152,293 shares (this corresponds to 10% of the
company"s share capital). The share buy-back is limited to a purchase price
(excluding incidental costs) of up to EUR 200 million to be paid for the
acquisition of the shares. Based on the closing price of the share in the
Xetra trading system on 9 January 2019 of EUR 44.65, this would correspond
to a number of approximately 4.5 million shares or 4.9% of the share
capital of the company. If share prices rise or fall, the number of shares
to be acquired will thus be adjusted accordingly, however, in no event
beyond the maximum number specified above. LANXESS AG"s right to
prematurely terminate the buy-back and, if necessary, to suspend and resume
the buy-back program remains unaffected within the limits of applicable
law. In the period from 20 May 2019 until 31 May 2019 there will be no buy
backs due to the ordinary shareholder meeting of the company scheduled for
23 May 2019 and the subsequent dividend payment.

The buy-back will be lead-managed by a credit institution in accordance
with the Market Abuse Regulation and Articles 2 to 4 of the Commission
Delegated Regulation (EU) No 2016/1052 of 8 March 2016 supplementing
Regulation (EU) No 596/2014 of the European Parliament and of the Council
with regard to regulatory technical standards for the conditions applicable
to buy-back programmes and stabilisation measures ("Buyback Regulation"),
as well as based on the aforementioned authorization by the Stockholders"
Meeting.

The credit institution makes its trading decisions concerning the timing of
the purchases of LANXESS AG"s shares independently of and uninfluenced by
LANXESS AG according to Article 4(2)(b) of the Buyback Regulation. LANXESS
AG will thus not exercise any influence over the decisions of the credit
institution.

The credit institution is obliged, in particular, to adhere to the
conditions for trading pursuant to Article 3 of the Buyback Regulation and
the provisions of the authorization granted by the Stockholders" Meeting on
20 May 2016 pursuant to Section 71 (1) no. 8 of the German Stock
Corporation Act (AktG). Particularly, the relevant purchase price
(excluding incidental acquisition costs) for the shares to be bought back
must not exceed or fall below the price of the company"s shares determined
in the opening auction on the trading day in the Xetra trading system (or a
comparable successor system) on the Frankfurt Stock Exchange by more than
10%. In addition, the purchase price must not be higher than the higher of
the price of the last independent trade and the highest current independent
purchase bid on the stock exchange where the purchase is carried out.
Furthermore, the credit institution shall not purchase in total on any
trading day more than 25% of the average daily volume of the shares on the
stock exchange on which the purchase is carried out. The average daily
volume of shares shall be calculated based on the average daily trading
volume in the 20 trading days preceding the date of purchase.

Information on the transactions relating to the share buy-back program will
be adequately disclosed no later than by the end of the seventh daily
market session following the date of execution of such transactions in a
detailed form and in an aggregated form. In addition, LANXESS AG will post
on its website (www.lanxess.com) under section "Investor Relations" the
transactions disclosed and keep that information available for the public
for at least a 5-year period from the date of public disclosure.

Cologne, January 2019


The Board of Management















10.01.2019 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de













Language: English
Company: LANXESS Aktiengesellschaft

Kennedyplatz 1

50569 Cologne

Germany
Internet: www.lanxess.com





 
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765119  10.01.2019 



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