The Board of Directors of MARR S.p.A. (Milan: MARR.MI), the leading company in Italy in the sale and distribution of food and non-food products to the foodservice, today decided to start the programme for the purchase of treasury shares (the “buy back programme”) delegating the Chief Executive Officer and the Board member Claudia Cremonini, to carry out the relative transactions jointly between them.
The ordinary Shareholders’ Meeting on 28 April 2022 had previously authorised the purchase, sale and disposal of treasury shares, pursuant to and by effect of articles 2357 and following of the Civil Code and article 132 of Legislative Decree no. 58 of 24 February 1998, giving the Board of Directors the right to confer suitable proxies in this regard.
The buy back programme is aimed at:
(i) carrying out activities for the promotion of the liquidity and the management of the volatility of the Company’s shares price on the stock market and, in particular, intervening in the context of contingent market situations, thereby facilitating the trading of shares at times of scarce market liquidity and favouring the regularity of trading;
(ii) keeping for future use, including: consideration in extraordinary transactions, also involving the exchange or sale of holdings to be carried out by exchange, conferment or other deed of disposal and/or use, with other subjects, including their allocation for use in bond loans convertible into shares of the Company or bond loans with warrants.
The purchase of treasury shares may involve a maximum overall number of 3,300,000 shares (amounting to about 5% of the shares constituting the share capital) at an overall price not in excess of 10% and not less than 10% of the reference price recorded on the electronic stock exchange organised and managed by Borsa Italiana S.p.A. (“MTA”) in the trading session prior to each individual transaction, the application of the terms and conditions of which in arts. 5 of EU Regulation no. 596 of 16 April 2014 and 3 of EU Delegated Regulation no. 1052 of 8 March 2016 holding firm.
The eventual sale of the treasury shares purchased may be carried out in one or more transactions, with the right to set the terms, methods and conditions that are deemed most opportune from time to time, it holding firm that the sale price of the shares may not be less than 85% (eighty-five percent) of the average of the official trading prices recorded on the MTA in the last two trading days prior to their sale.
The buy back programme and the relative proxies conferred upon the individuals involved will last until 14 November 2022, with the possibility of subsequent extensions for up to a maximum of 18 months, to be authorised by the Shareholders’ Meeting.
It must be noted that the buy back transactions may also be partial and that the Board of Directors may decide to suspend said activities at any time.
The Company does not currently own any treasury shares.
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