Publicis Groupe : Overview of the Share Buyback Program
(Thomson Reuters ONE) -
July 6, 2015
PRESS RELEASE
Overview of the share buyback program authorized by shareholders at their
Combined Ordinary and Extraordinary General Meeting of May 27, 2015
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 Groupe SA share buyback program in
accordance with the authorization granted by shareholders under the 16th
resolution adopted at their Combined General Meeting of May 27, 2015.
Issuer: Publicis Groupe SA, a French corporation with a Management Board and a
Supervisory Board, with stated capital of ? 88,870,481,20 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
As of May 27, 2015, the company's capital was made up of 222,156,359 shares of
which 12,025,428 were held by Publicis Groupe SA, representing 5.41% of its
capital.
Besides, between May 28 and June 9, 2015, the company acquired 1,848,004
additional shares as part of the buy-back program approved by the General
Shareholders' Meeting held on May 28, 2014, and announced by press releases
dated March 30 and May 13, 2015. Those shares were allocated to cover bonds
relating to securities giving access to share capital.
Last, on June 18, 2015, the Management Board decided to allocate to bonds
relating to securities giving access to share capital, 2,253,000 shares which
were due to be allocated to potential external growth transactions and
4,089,615 shares which were due to be allocated to future share awards to
employees and/or corporate officers of the company or group.
As of June 18, 2015, company's share capital was made up of 222,176,203 shares
including 14,075,975 treasury shares representing 6.34% of share capital and
allocated as:
- 182,500 shares for encouraging the secondary market or liquidity of
Publicis shares pursuant to a liquidity agreement compliant with the AMAFI's
Charte de déontologie and approved by AMF;
- 67,187 shares allocated for payments or exchanges in connection with
external growth transactions;
- 12,684,488 shares allocated to cover bonds relating to securities
giving access to share capital (those shares will be used to redeem the 2022
ORANE, as approved by the ORANE holder general meeting dated June 19, 2015); and
- 1,141,800 shares allocated to allow the allotment or sale of shares
to employees and/or corporate officers of the Company and/or its Group.
Characteristics of the 2015-2016 buyback program
Buyback program objectives
The objectives of the program authorized by shareholders at their General
Meeting of May 27, 2015 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 free shares or
granting stock options, 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;
* Conserving and subsequently delivering shares (as an exchange, payment or
otherwise) in connection with external growth transactions within the limit
of 5% of share capital;
* Encouraging the secondary market or liquidity of Publicis shares through the
intermediary 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 any other applicable provision;
* Cancelling shares thus acquired, pursuant to authorization granted by an
extraordinary general shareholders' meeting; or
* Implementing any market practice that is currently 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 laws 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 must not at any time exceed
10% of the shares that make up the share capital. This percentage shall apply to
share capital adjusted to reflect transactions affecting the share capital
carried out after the date of this shareholders' meeting. The total maximum
amount of this authorization is set at two billion two hundred twelve million
thirty-eight thousand five hundred and seventy euros (?2,212,038,570). 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 unit purchase price shall be one hundred euros (?100), excluding
costs. However, this price shall not apply to share redemptions used to enable
the Company to allot free 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 free 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 regulations.
According to the 17(th) resolution adopted by shareholders at their General
Meeting of May 27, 2015, 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, particularly under the
foregoing 16(th) resolution, and, more generally, the treasury shares held by
Publicis Groupe SA.
Program term
The program was authorized for a period of eighteen (18) months from May
27, 2015, i.e., until November 27, 2016.
About Publicis Groupe
Publicis Groupe [Euronext Paris FR0000130577, CAC 40] is a global leader in
marketing, communication, and business transformation. In a world marked by
increased convergence and consumer empowerment, Publicis Groupe offers a full
range of services and skills: digital, technology & consulting with
Publicis.Sapient (SapientNitro, Sapient Global Markets, Sapient
Government Services, Razorfish Global, DigitasLBi, Rosetta) - the world's
largest most forward-thinking digitally centered platform focused exclusively on
digital transformation in an always-on world - as well as creative networks such
as BBH, Leo Burnett, Publicis Worldwide, Saatchi & Saatchi, public affairs,
corporate communications and events with MSLGROUP, ad tech
solutions with VivaKi, media strategy, planning and buying through Starcom
MediaVest Group and ZenithOptimedia, healthcare communications, with Publicis
Healthcare Communications Group (PHCG), and finally, brand asset production with
Prodigious. Present in 108 countries, the Groupe employs more than 76,000
professionals.
www.publicisgroupe.com | Twitter: (at)PublicisGroupe |
Facebook: www.facebook.com/publicisgroupe | LinkedIn: Publicis Groupe
| http://www.youtube.com/user/PublicisGroupe | Viva la Difference !
Contacts
Publicis
Groupe
Peggy Corporate + 33 (0)1
Nahmany Communications 44 43 72 83 peggy.nahmany(at)publicisgroupe.com
Jean-Michel Investor + 33 (0)1 jean-
Bonamy Relations 44 43 77 88 michel.bonamy(at)publicisgroupe.com
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire 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 GlobeNewswire
[HUG#1934845]
Unternehmensinformation / Kurzprofil:
Datum: 06.07.2015 - 19:11 Uhr
Sprache: Deutsch
News-ID 404935
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contact information:
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