GTT: Main terms and conditions of the share buy-back programme adopted by the Board of directors of GTT on May 18, 2017
22 Mai 2017 - 6:30PM
GAZTRANSPORT &
TECHNIGAZ
Société anonyme with a share capital of
€370,783.57
Registered office: 1 route de Versailles - 78470
Saint-Rémy-lès-Chevreuse, France
662 001 403 R.C.S. Versailles
Main terms and
conditions of the share buy-back programme adopted by the Board of
directors of GTT on May 18, 2017 and published in accordance with
the conditions and obligations set by Articles 241-1 and seq. of
the General Regulations of the Autorité des
marchés financiers (AMF)
Implementation of
the share buy-back programme authorised by the Combined
Shareholders' meeting on May 18, 2017
Issuer: GTT /
ISIN code: FR 0011726835 (compartment A)
Stock
concerned : Ordinary shares
Implementation
authorized by: Combined Shareholders' meeting on May 18,
2017
Implementation
decision date: May 18, 2017
Maximum
proportion of the share capital that may be acquired pursuant to
the Shareholders' authorization: 10% of the number of ordinary
shares composing GTT's share capital, or, for indicative purposes
3,707,835 shares on the basis of the capital as at December 31,
2016.
It is specified that:
(i) the acquired
shares for the retaining and later delivery(in exchange, payment or
other) as part of an acquisition transaction, limited to 5% of the
capital;
(ii) when the shares are
bought back to stimulate trading as part of a liquidity contract,
the number of shares taken into account for the calculation of the
10% limit corresponds to the number of shares purchased, less the
number of shares sold back over the period of the authorization
;
(iii) the Company may not
directly or indirectly own more than 10% of its capital.
Maximum purchase
price: €60 per share (fees not included)
Maximum amount of
purchases authorized by the programme: €20,000,000.
Objectives of the
programme:
-
the allocation or sale of shares to employees or
corporate officers of the Company or Group companies under the
conditions and in accordance with the procedures allowed by law,
notably with respect to company profit-sharing, or the allocation
of free shares, or in the case of share purchase options, or as
part of a group savings scheme or any other company savings scheme
existing in the Group;
-
the delivery of shares upon the exercise of
rights attached to securities giving right to repayment,
conversion, exchange, presentation of a warrant, or any other means
of allocating shares of the Company;
-
more generally, to honour the obligations linked
to share option programs or other plans for allocation of shares to
employees or corporate officers or those of an associated
company;
-
the retaining and later delivery of shares (in
exchange, payment or other) as part of an acquisition transaction,
limited to 5% of the number of shares comprising the share
capital;
-
the cancellation of all or a part of the shares
bought back; and
-
the stimulation of the secondary market or the
liquidity of the shares by an investment services provider acting
under a liquidity contract in compliance with the code of ethics
recognised by the AMF.
This share buyback programme would
also be intended to allow the Company to operate for any other
authorised purpose or purpose that would be authorised by any
applicable laws or regulations in force and to implement any
practice that would be allowed by the AMF. In such event, the
Company would inform its shareholders through a press release.
The Board of Directors may use
this authorisation at any time, within the limits authorised by
legal and regulatory provisions and carry out the share buyback
programme in the case of a public offering in strict compliance
with the provisions of Article 231-41 of the General Regulation of
the AMF and of Article L. 225-209 of the French Commercial Code.
The acquisition, transfer or disposal of shares could be carried
out, on one or more occasions, by any means authorised by
applicable laws or regulations, including over-the-counter
transactions, the trading of blocks of securities for all or part
of the programme and the use of any derivative financial
instrument.
Programme
duration: from the release of this description of the programme
and until November 17, 2018, i.e. a period of 18 months as from the
date of the Shareholders' Meeting dated May 18, 2017.
Breakdown of the
treasury shares held as at May 19, 2017 by objective: At May
19, 2017, the Company held 17,457 GTT shares, representing 0.05% of
the share capital pursuant to a liquidity agreement signed with
Exane to make a market in GTT shares, and compliant with the AMAFI
ethical charter recognised by the AMF, and 3,103 shares,
representing 0.01% of the share capital pursuant to a share
buy-back agreement.
This document is published, in
accordance with the AMF General Regulations, on May 22, 2017 prior
to the implementation of the programme.
PDF Version
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: GTT via Globenewswire
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