25/09/2020

Dividend and buyback

Details of shares buyback are visible here.

 

Profit distribution policy (dividend or share buyback)

In the medium term, the Group’s strategy is to reinvest all profits in business development, in order to support the Group’s value growth. However, the Company may pay out the company's net profit in the following years, as long as they do not affect its ability to raise financing required for further expansion.

Historical data on profit distribution method

 

For 2014

For 2015

For 2016 For 2017 For 2018 For 2019* 

Total dividend paid/ share buyback

PLN 25.9m

PLN 35.5m

PLN 37.5m PLN 94.0 m PLN 94.7m

PLN 95.0m

Price pre share in buyback

N/A N/A N/A N/A N/A PLN 350

Dividend paid per share

PLN 1.5

PLN 2.0

PLN 2.0 PLN 5.0 PLN 5.0 N/A

Dividend record date

July 1st 2015

July 8th 2016

June 29th 2017 April 25th2018 July 2nd 2019 N/A

Dividend/ buyback payment date

July 24th 2015

July 29th 2016

July 5th 2017 April 27th 2018 July 10th 2019

 

*More information: Current Report No. 26/2020: Resolutions adopted by the Annual General Meeting of KRUK S.A. on August 31st 2020 - Resolution No. 7/2020 of the Annual General Meeting of KRUK S.A. of Wrocław, dated August 31st 2020 on allocation of KRUK S.A.’s net profit for 2019, authorising the Management Board to buy back the Company’s own shares for cancellation, and creation of a capital reserve to fund the share buyback and News

 

KRUK S.A. share buyback as distribution to shareholders

What should investors know in order to sell their shares in the Share Buyback Offer?

Sale Offers submitted in response to the Invitation will be accepted from October 19th to November 13th 2020 by the Santander Biuro Maklerskie brokerage office and all brokerage offices/houses keeping securities accounts.

Highlights of the Offer:

  • In accordance with General Meeting’s Resolution No. 7/2020  of August 31st 2020, KRUK S.A. intends to buy back up to 271,000 shares for a price of PLN 350.00 per share.
  • The total value of the shares to be bought back will not exceed PLN 94,850,000, which accounts for approximately 25% of KRUK S.A.’s net profit for 2019.
  • The sale acceptance period will be from October 19th 2020 to and including November 13th 2020.
  • The shares to be tendered may not be encumbered with any third party rights (block, pledge, etc.) and may not be blocked for the purposes of an order to sell the shares on the Warsaw Stock Exchange.
  • A shareholder will not pay any fee for tendering the shares, but will be required to pay a commission fee upon the execution of the sale transaction, based on the fee and commission rates charged by the entity keeping the shareholder’s securities account from which the shares will be sold.

 

Buyback timetable

Date of the publication of the Invitation:                                                        October 13th 2020

Commencement date of the period for accepting Sale Offers:                       October 19th 2020

Closing date of the period for accepting Sale Offers:                                     November 13th 2020

Expected date of the decision by the Company to accept the Sale Offers:    November 16th 2020

Expected date of settlement and acquisition of the Shares:                           November 18th 2020

On the date of the transaction settlement and acquisition of the shares (outside the regulated market), payments due to the shareholders who sell their shares in response to the Offer will be made to their brokerage accounts in which the shares are held and the remaining shares that were not purchased as a result of reduction and allocation will be unblocked on the account.

 

 

 

How to respond to the Share Buyback Offer:

A KRUK S.A. shareholder intending to sell their shares should contact the brokerage office keeping the shareholder’s brokerage account in which the shares are registered, where they will be informed about the applicable procedure:

 

  1. all formalities related to tendering shares in response to the Offer will be completed by the shareholder at the brokerage office/house (an instruction to block the shares and the tender may also be placed by telephone or online, if permitted by the rules in place at the relevant brokerage office/house)

     

  2. if the shareholder holds shares deposited with a custodian bank, the shareholder:

    - will have to issue an instruction to the custodian bank to block the shares which the shareholder intends to tender and to issue a settlement instruction to the Central Securities Depository of Poland (KDPW) in order to transfer the ownership of the shares,

    - should obtain a share deposit certificate confirming that the shares have been blocked in connection with the Offer,

    - the original of the share deposit certificate and a signed form of tender of shares for sale in response to the Offer should be delivered to the head office of Santander Biuro Maklerskie, or sent to the following email addresses: [OPS@santander.pl  and magdalena.abramowska@santander.pl] if the documents are signed with a certified electronic signature.

Rules for reduction the number of shares to be bought back:

If the number of shares tendered by the shareholders for sale in response to the Offer exceeds 271,000, the tenders will be reduced in accordance with following rules:

  1. Pursuant to Resolution No. 7/2020 of the Company’s Annual General Meeting of August 31st 2020, if a shareholder tenders more than 29 and fewer than 70 shares, the number of actually repurchased shares will be 1.
  2. Other tenders, including tenders for fewer than 30 shares and tenders for 70 or more shares, will be reduced proportionally, with the calculated number of the shares rounded down to the nearest whole number of shares. 
  3. Assuming that the total number of tendered shares exceeds 50% of all shares in the Company, it can be concluded that following a proportionally reduction no shares will be repurchased based on tenders to sell 29 or fewer shares.

 

NOTE:

According to the terms and conditions of the Share Buyback Offer, one Company shareholder to take advanted of preferential shares allocation, may place one tender to sell from 30 to 69 shares from one brokerage account in which the shareholder’s shares in the Company are registered.

If one shareholder places more than one tender to sell 30 to 69 shares from one brokerage account, the tenders will be treated as a single tender for the total number of shares resulting from the tenders (between 30 - 69 shares) placed by that shareholder from one account, subject to proportionally reduction in accordance with item 3 above.

 

Additional Q&A

Who can participate in the buyback? Can all investors sell their shares?

Any shareholder may tender their KRUK shares for the buyback – tenders in the Offer will be accepted from both institutional and individual investors.

Who can provide me with additional information about the buyback? 

Questions should be addressed to the brokerage office keeping the shareholder’s account in which the shares are registered.

In case of any further doubts regarding the procedure for tendering the shares in response to the Offer or in case of any problem with access to the designated institution accepting the tenders, please call: (+48 61) 856 46 50, (+48 22) 586 85 64, (+48 61) 856 57 71

Questions may also be submitted to the KRUK S.A. Investor Relations Team: ir@kruksa.pl  

Or by phone:

Tomasz Kałuziak: +48 71 790 22 13

Anna Kowalczyk: +48 71 790 22 80

Monika Krzysztofik +48 71 790 28 12

Questions may also be sent directly to the brokerage house which keeps the shareholder's brokerage account on which shares are recorded.

We invite investors to a KRUK SHARE BUYBACK chat KRUK’s Investor Relations Area, organised jointly with the StockWatch website, to be held at 11:00 am on October 20th. See details here. The chat will be an opportunity to ask questions about any additional matters relating to the buyback.

Will my shares be blocked after they are tendered for sale?

Yes, before placing a tender, the shareholder must block the shares. The block will be effective up to and including the transaction consummation/settlement date. It will be released by each brokerage house and bank on their own, thus the process may differ, so we encourage to ask in this matter directly brokerage house.

Which brokerage house has been selected to conduct the buyback on behalf of KRUK?

The entity intermediating in the execution and settlement of the Offer is Santander Bank Polska S.A. - Santander Biuro Maklerskie: https://www.santander.pl/inwestor, bm.sekretariat@santander.pl

 

Where do I find the details of the Offer?

The full terms and conditions of the Offer are available here.

When and how will I know how many of my shares will be bought back?

 

The expected date of determining the reduction rate is November 16th, while the settlement of the offer and repurchase of the shares is November 18th 2020.

 

So far, I have not been a shareholder of KRUK. If I buy the shares today, can I also participate in the share buyback?

 

Yes, if the share purchase transaction is settled and the subscription is correctly submitted by November 13, the shares will participate in the Offering. Practically, to be able to sign up for the purchase on November 13, the shares must be purchased by November 10 at the latest.

 

Can I opt for dividend payment instead of the share buyback?

 

KRUK S.A. is not paying any dividends for 2019, but in accordance with the shareholders’ decision a part of the profit for 2019 has been allocated for the share buyback.

 

Can I freely trade in KRUK shares during the buyback period?

 

An investor holding KRUK shares may freely, according to the legal rules, trade the shares which have not been tendered for sale at the brokerage house. When an investor tenders their shares for sale, the shares will be blocked in the account until the buyback is settled.


When will I receive the money for the shares bought back?

 

The expected date of settlement of the Offer and repurchase of the shares is November 18th 2020, but because of timing differences in the recording of transactions there may be a delay in transferring the funds, depending on the brokerage house with which the account is held.

 

 

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