Publicis Groupe : Share buyback program
(Thomson Reuters ONE) -
Overview of the share buyback program authorized by shareholders at their
Combined General Shareholders' Meeting of May 29, 2013
Pursuant to Article L.451-3 of the French Monetary and Financial Code and
Articles 241-1 et seq. of the General Regulation of the French financial markets
authority (Autorité des Marchés Financiers), this overview contains information
on the objectives and terms of the Publicis share buyback program in accordance
with the authorization granted by shareholders under the 11(th) resolution
adopted at their Combined General Meeting of May 29, 2013.
Issuer: Publicis Groupe SA, a French corporation with a Management Board and a
Supervisory Board, with stated capital of ? 84,005,655.60 and its principal
office at 133 Avenue des Champs Elysées, 75008 Paris, registered with the Paris
Trade and Companies Registry under number 542 080 601.
Stock Exchange: Euronext Paris; ISIN: FR0000130577.
Number of shares and fraction of capital held directly or indirectly by the
issuer
On May 29, 2013, the company's capital was made up of 210,014,139 shares of
which 12,042,819 (or 5.73% of its capital) were held by Publicis.
Allocation of equity held on May 29, 2013 according to objectives
* 30,500 shares held within the scope of a liquidity agreement in compliance
with the code of ethics recognized by the French financial markets
authority;
* 5,089,265 shares allocated for payments or exchanges in connection with
external growth transactions;
* 6,923,054 shares allocated to honor obligations in connection with
instruments or securities that confer equity rights or to allow the
allotment or sale of shares to employees and/or corporate officers of the
Company and/or its Group.
Characteristics of the 2013-2014 buyback program
Buyback program objectives
The objectives of the program authorized by shareholders at their General
Meeting of May 29, 2012 are as follows:
* Allotting or selling shares to employees and/or corporate officers of the
Company and/or its Group, in accordance with the requirements and procedures
prescribed by applicable statutes and regulations, in particular as part of
a plan for sharing in the Company's expansion, by allotting bonus shares or
granting options to buy shares, or through company savings plans or inter-
company savings plans;
* Delivering shares to honor obligations in connection with instruments or
securities that confer equity rights;
* Keeping and subsequently delivering shares (as an exchange, payment or
otherwise) in connection with external growth transactions, up to a maximum
of 5% of stated capital;
* Encouraging the secondary market in or liquidity of Publicis shares through
the actions of an investment services provider acting in the name and on
behalf of the Company with complete independence and without being
influenced by the Company, pursuant to a liquidity agreement in compliance
with the code of ethics recognized by the French financial markets authority
(Autorité des Marchés Financiers) or with any other applicable provision;
* Canceling shares thus acquired, pursuant to authorization granted by an
extraordinary general shareholders' meeting;
* Implementing any market practice that is permissible or may be permitted in
the future by the market authorities.
This program is also intended to enable the Company to act for any other purpose
that is currently authorized or may be authorized in the future by the statutes
and regulations in force. In such case, the Company shall inform its
shareholders by issuing a press release.
Maximum number of shares that may be acquired
The maximum number of shares that can be purchased shall not at any time exceed
10% of the shares that make up the stated capital and the total maximum amount
of this authorization is set at one billion three hundred and sixty-five million
euros (?1,365,000,000). In accordance with the provisions of Article L.225-209
of the French Commercial Code, where shares are redeemed to promote liquidity in
accordance with the requirements prescribed by the French financial markets
authority's general regulations, the number of shares taken into account to
calculate the 10% limit is equal to the number of shares purchased, less the
number of shares resold during the authorization period.
Maximum purchase price
The maximum per-share purchase price shall be sixty-five euros (?65). However,
this price shall not apply to share redemptions used to enable the Company to
allot bonus shares to employees or to comply with its obligations when options
are exercised.
In the event of a change in the shares' par value, a capital increase carried
out by capitalizing reserves, an allotment of bonus shares, a stock split or
reverse stock split, the distribution of reserves or any other assets, a capital
redemption or any other transaction with an impact on shareholders' equity, the
general shareholders' meeting delegates to the Management Board the power to
adjust the purchase price referred to above in order to take into account the
impact of such transactions on the share price.
Redemption terms and conditions
The Company shall be entitled to acquire shares, and sell or transfer shares
redeemed, at any time and by any means, in compliance with the statutes and
regulations in force, in particular by buying or selling them on the stock
market or over the counter, and including by buying or selling blocks of shares
(without limitation on the portion of the program that may be carried out in
this way), through takeover bids, public offerings or securities exchange bids,
by using option mechanisms, by using derivatives traded on a regulated market or
over the counter and repurchase agreements, in all cases acting either directly
or indirectly through an investment services provider; and the Company shall
also be entitled to keep and/or cancel shares redeemed, provided authorization
is granted by an extraordinary general shareholders' meeting, in compliance with
applicable statutes and regulations.
According to the 12(th) resolution adopted by shareholders at their General
Meeting of May 29, 2013, shareholders authorized the Management Board, for a
period of 26 months, to reduce the capital should the need arise, by cancelling,
in one or more transactions, of up to a maximum of 10% of stated capital as
authorized by law (it being specified that said maximum applies to the Company's
stated capital as adjusted, if applicable, to account for transactions with an
impact on stated capital that are carried out after the date of this
shareholders' meeting) for each twenty-four month period, of all or part of
Publicis Groupe SA shares acquired within the framework of the share buyback
programs authorized by the general shareholders' meeting, in particular pursuant
to the 11(th) resolution.
Program term
The program was authorized for a period of eighteen (18) months from May
29, 2013, i.e., until November 29, 2014.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Publicis Groupe via Thomson Reuters ONE
[HUG#1708083]
Unternehmensinformation / Kurzprofil:
Datum: 07.06.2013 - 17:43 Uhr
Sprache: Deutsch
News-ID 267687
Anzahl Zeichen: 8906
contact information:
Town:
Paris
Kategorie:
Business News
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