Transaction in Own Shares • Jan 28, 2022
Transaction in Own Shares
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Vidracco (TO), 27 January 2022 – Compagnia dei Caraibi S.p.A. Benefit Company (ticker 1TIME) ("Compagnia dei Caraibi" or the "Company"), a leading importer, developer, brand builder and distributor of premium to ultra-premium and prestige spirits, wines and soft drinks from around the world, announces that the Company's Board of Directors met today and, in accordance with the resolution passed by the Ordinary General Meeting of Shareholders on 05 July 2021, resolved to launch the programme for the purchase and disposal of treasury shares (the "Programme"). The characteristics of the Programme are summarised below.
The purpose of the Programme is (i) to encourage and build the loyalty of employees, associates and directors of the Company, subsidiaries and/or other categories of persons chosen at the discretion of the Board of Directors and (ii) to carry out transactions such as the sale and/or exchange of treasury shares for the acquisition of equity investments and/or real estate and/or the conclusion of agreements with strategic partners, it being understood that the Board in any case reserves the right to allocate the shares concerned by the Buyback to the additional purposes approved by the Shareholders' Meeting of 05 July 2021.
In light of the limits set by the above-mentioned Shareholders' Meeting resolution, the purchases will be for a maximum of 1,447,826 ordinary shares of no par value up to a maximum equivalent value of Euro 2,000,000.00 and in any event to such an extent that at any time, taking into account the ordinary shares of the Company held over time in the portfolio by the Company and its subsidiaries, such shares shall not together exceed 10% of the Company's share capital.
In compliance with Art. 2357, paragraph 1 of the Italian Civil Code, the purchases of treasury shares shall in any case be carried out within the limits of the distributable profits and of the available reserves resulting from the latest financial statements approved at the time of each transaction.
The purchases of treasury shares shall be made on the market where the Company's shares are traded through Mit Sim S.p.A., as independent intermediary to which the Company intends to assign the task of executing the aforementioned Programme entirely independently and in compliance with the constraints arising from applicable regulations as well as within the limits of the aforementioned resolutions, in accordance with the procedures established by the regulations applicable from time to time and, in particular, by Art. 132 of Italian Legislative Decree no. 58/1998 (the "Consolidated Law on Finance") and related implementing provisions pursuant to the Regulation adopted by Consob Resolution no. 11971/1999 (the "Issuers' Regulation") and, in any case, in such a way as to ensure equal treatment of shareholders.
The purchase price of the shares will be established on a case-by-case basis for each individual transaction, it being understood that, in any event, purchases must be made:
• at a price per share that may not differ, either downwards or upwards, by more than 15% (fifteen percent) from the reference price recorded by the share during the stock exchange session preceding each individual transaction;
Compagnia dei Caraibi S.p.A. Benefit Company Registered office: Via Marconi 8 – 10080 Vidracco (To), Italy Operational headquarters: Via Ribes 3 – 10010 Colleretto Giacosa (To), Italy Operational headquarters: Corso Vittorio Emanuele II 74 – 10120 Turin, Italy Share Capital Euro 5,000,000 fully paid-up Economic and Administrative Index (REA) TO1095925
VAT no. and Tax Code no. 09971520011 Addressee code SDI A4707H7
compagniadeicaraibi.com elementoindigeno.com
e-mail: [email protected]
(+39) 0125 791 104
Moreover, share purchase transactions may also be carried out in compliance with the procedures set out in Art. 3 of Delegated Regulation (EU) no. 2016/1052 of the Commission in order to benefit, if conditions are met, from the exemption provided for in Article 5(1) of Regulation (EU) no. 596/2014 on market abuse with regard to insider dealing and market manipulation.
To qualify for this exemption, no more than 25% of the average daily volume of shares traded on the trading venue where the purchase is made, calculated over the 20 trading days preceding the date of purchase, must be purchased on any given trading day.
Any purchase and disposal of treasury shares shall be adequately notified in compliance with the applicable information obligations.
The purchases of own shares must be carried out, in one or several tranches, by 5 January 2023, i.e. within 18 months of the date of the resolution passed by the Shareholders' Meeting. The duration of the authorisation to dispose of the same shares is unlimited.
As at today's date, the Company does not hold any treasury shares, nor do any of its subsidiaries hold shares in the Company.
Any subsequent changes to the Purchase Programme will be promptly communicated by the Company to the public in the manner and terms required by applicable law.
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The transactions carried out shall be reported to the market according to the terms and methods set out in current legislation and regulations. This press release does not constitute, nor is it part of, any offer of securities or solicitation of investment in any country.
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This press release is available in the Investor Relations section of the Company's website www.compagniadeicaraibi.com and at www..com.
Compagnia dei Caraibi S.p.A. Benefit Company
Registered office: Via Marconi 8 – 10080 Vidracco (To), Italy Operational headquarters: Via Ribes 3 – 10010 Colleretto Giacosa (To), Italy Operational headquarters: Corso Vittorio Emanuele II 74 – 10120 Turin, Italy
Share Capital Euro 5,000,000 fully paid-up Economic and Administrative Index (REA) TO1095925 VAT no. and Tax Code no. 09971520011 Addressee code SDI A4707H7
compagniadeicaraibi.com elementoindigeno.com
e-mail: [email protected]
Compagnia dei Caraibi is a company founded in Vidracco (To) in 2008, which imports and distributes spirits, wines and soft drinks from all over the world including rum, gin, vodka, whiskey, tequila, sodas, waters and champagne. The portfolio consists mainly of 'Premium' and 'Super Premium' products. Today, Compagnia dei Caraibi, whose real roots date back to 1995, is one of the most dynamic players on the market, with a rapid and constant growth and a catalogue numbering over 800 references imported exclusively in Italy, including some of the trendiest brands on the market, such as Rum Diplomático, always present in the Top 5 Trending and Best Selling Brands list, Rum Plantation, also listed among the Top 5 Trending and Best Selling Brands and Gin Mare, one of the most popular premium gins sold in Italy. Compagnia dei Caraibi has also always been committed to the community and working to improve the environment. At the base of Compagnia dei Caraibi's choices is the conviction that loyalty, honesty and sharing of ethical values in the business world create wealth and added value both for the individual and for society.
Compagnia dei Caraibi: Investor Relater Fabio Torretta +39 0125 791104 [email protected]
PR & Communication Manager Diana Lisci +39 347 9745616 [email protected] Euronext Growth Advisor illimity Bank +39 02 82849699 [email protected]
Compagnia dei Caraibi S.p.A. Benefit Company
Registered office: Via Marconi 8 – 10080 Vidracco (To), Italy Operational headquarters: Via Ribes 3 – 10010 Colleretto Giacosa (To), Italy Operational headquarters: Corso Vittorio Emanuele II 74 – 10120 Turin, Italy
Share Capital Euro 5,000,000 fully paid-up Economic and Administrative Index (REA) TO1095925 VAT no. and Tax Code no. 09971520011 Addressee code SDI A4707H7
compagniadeicaraibi.com elementoindigeno.com
e-mail: [email protected]
(+39) 0125 791 104
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