Datrix S.p.A. (“Datrix” or the “Company”), a leader in the development of Augmented Analytics solutions and services based on Artificial Intelligence and Machine Learning models for data-driven growth of companies, listed on Euronext Growth Milan announces that today the Board of Directors in partial execution of the resolutions passed by the shareholders’ meeting of 30 May 2022, resolved to initiate from 25 July 2022 until 25 January 2023 a first tranche of the programme for the purchase and disposal of treasury shares (the “Programme”) for a maximum number of treasury shares that may be purchased of 150,000 shares (equal to approximately 0.9% of the subscribed and paid-up share capital) for a maximum countervalue of Euro 615,000. The features of the Programme are summarised below.
“The trend of the reference market and the growing contribution of international turnover confirm the validity of our strategic and industrial project, which represents a significant element of attractiveness for external realities characterized by potential industrial and business synergies. The adoption of artificial intelligence solutions applied to business allows, even more in a time of great economic uncertainty for companies, to optimize and make more efficient the characteristic activities thanks to the AI automation systems”. Fabrizio Milano D’Aragona, CEO of Datrix, declared “For this reason AI represents a countercyclical sector, which generates more and more value in the medium-long term and we believe that these elements are not currently reflected in the market valuations of our sector”.
The Programme is aimed at:
- incentivising and retaining employees, collaborators, directors of the Company, subsidiaries and/or other categories of persons discretely chosen by the Board of Directors (within the framework of share incentive plans, in whatever form structured);
- establishing a so-called “securities warehouse”, useful for possible future extraordinary finance transactions.
The Board of Directors may provide for further or different purposes of the Programme, in accordance with the resolutions of the Shareholders’ Meeting and the applicable regulations, and in such a case, the market will be promptly notified.
Maximum countervalue of purchases
In light of the limits set by the aforementioned shareholders’ resolution, in the context of this first tranche, the purchases of treasury shares may be made for a maximum of 150,000 ordinary shares and for a maximum value of Euro 615,000 and, in any case to such an extent that at any given time, taking into account the ordinary shares of the Company from time to time held in the portfolio by the Company and its subsidiaries, such shares do not exceed a total of 5% of the Company’s share capital represented by ordinary shares.
Pursuant to article 2357(1) of the Civil Code, purchases of treasury shares must in any case be made within the limits of the distributable profits and available reserves resulting from the latest approved financial statements at the time of each transaction.
Modalities through which purchases can be made
The purchases of treasury shares will be made on Euronext Growth Milan through Intermonte Sim S.p.A., as specialised intermediary that will make decisions on the purchases in full independence, also in relation to the timing of the transactions, in compliance with the contractually defined parameters and criteria, as well as the aforementioned shareholders’ resolution and applicable regulations. In particular, the purchases will be made in compliance with the provisions of the Euronext Growth Milan Issuers’ Regulations, article 132 of Legislative Decree no. 58/1998 (“Consolidated Law on Finance”) and related implementing provisions set forth in the Regulation adopted by Consob resolution no. 11971/1999 (“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:
- at a price per share that may not deviate downwards or upwards by more than 20% from the reference price recorded by the share in the stock exchange session preceding each individual transaction;
- at a price not exceeding the higher of the price of the last independent transaction and the price of the highest current independent bid on the trading venue where the purchase is made.
In addition, share purchase transactions may also be carried out in accordance with the terms of article 3 of Commission Delegated Regulation (EU) no. 2016/1052 in order to benefit from the exemption provided for in article 5(1) of Regulation (EU) no. 596/2014, if the conditions are met.
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 each trading day.
The purchases of treasury shares in the first tranche can be made by January 25, 2023. The authorization to dispose of the same shares, however, was granted without time limits.
As of today, the Company does not hold any treasury shares, nor do its subsidiaries hold any of its shares.
Any subsequent changes to the Purchase Programme will be promptly communicated by the Company to the public, in the manner and terms provided for by the regulations in force.
Purchase and disposal transactions shall be disclosed to the market in the terms and manner set forth in the laws and regulations in force. This press release does not constitute, nor is it part of, any offer of financial instruments or solicitation of investment in any country.