French public limited company (société
anonyme) with share capital of €1,474,964,950.00
Registered office: 1 cours Ferdinand de Lesseps, F-92500 Rueil
Malmaison
552 037 806 RCS Nanterre
www.vinci.com
_____________________________________________________
Description of the 2017-2018
treasury share buy-back programme submitted by the Board of
Directors for the approval of the Combined General Meeting of
Shareholders of 20 April 2017
_________________________________________________________________________
I-Summary
-
The shares concerned by the 2017-2018 buy-back
programme are VINCI shares listed for trading in the A Compartment
of the regulated market of NYSE Euronext in Paris under ISIN code
FR0000125486.
-
The programme offers the possibility of
purchasing shares up to a maximum of 10% of the number of shares
making up the Company's share capital over a period of eighteen
months from 20 April 2017 to 19 October 2018 (see duration of
programme below). This limit is based on the number of shares
making up the share capital at the time of the purchases.
Since the programme provides for
the possibility of using derivatives in performing it, the treasury
shares that the Company could purchase through the exercise of the
share purchase options that it may have bought previously will be
included in the calculation of the maximum number of shares
authorised over the eighteen-month duration of the programme, at
the time of the purchase of these share purchase options, and not
at the time of their exercise, if any.
-
Maximum purchase price: €90.
-
Maximum amount of purchases authorised: €2
billion.
-
The purchase cost of any derivatives used by the
Company in connection with the programme shall be recognised in the
maximum amount authorised at the time they are put in place. The
amount relating to the price of any treasury shares acquired
through the exercise of share purchase options shall only be
recognised at the time of their exercise. Additional amounts that
may be allocated to the liquidity agreement shall be recognised in
the maximum amount of purchases authorised.
-
Objectives: (1) delivery of shares pursuant to
the exercise of the rights attached to securities giving access to
the share capital, (2) transfers of shares for payment or exchange
purposes, in particular in connection with transactions involving
external growth, (3) disposals or transfers of Company shares to
eligible employees and/or company officers of VINCI Group companies
in the context of savings plans or any share ownership plan
governed by French or foreign law, share and/or share purchase
option allocation plans, (4) ensuring market liquidity under a
liquidity agreement that complies with a code of ethics recognised
by the Autorité des Marchés Financiers (AMF, the French financial
markets regulator) and entrusted to an investment service provider
acting independently, (5) cancellation of shares and (6)
implementation of any market practice, any objective or any
transaction that would be accepted under laws or regulations in
force or by the AMF with respect to share buy-back
programmes.
-
Duration of the programme: eighteen months from
the approval of the Combined Shareholders' General Meeting of 20
April 2017, i.e. until 19 October 2018.
II-Objectives of the 2017-2018 share buy-back
programme: use of shares purchased
VINCI wishes to implement a new
share buy-back programme with the objectives described below.
1. Fulfilment of obligations to
transfer or exchange shares pursuant to the exercise of the rights
attached to securities giving access to the Company's share
capital.
2. Transfers of shares for payment
or exchange purposes, in particular in connection with transactions
involving external growth.
3. Disposals or transfers of
Company shares to eligible employees and/or company officers of
VINCI Group companies in the context of savings plans or any share
ownership plan governed by French or foreign law, share and/or
share purchase option allocation plans, including disposals to any
approved service provider appointed to design, implement and manage
any UCITS or similar employee savings structure on behalf of the
VINCI Group, and pledges of shares as guarantees under employee
savings plans.
4. Market-making through a
liquidity agreement that complies with a code of ethics recognised
by the AMF and entrusted to an investment service provider acting
independently.
5. Cancellation, as part of the
Company's financial policy, of the shares thus purchased, subject
to the adoption of the twelfth resolution of the 20 April 2017
Shareholders' General Meeting.
6. Implementation of any market
practice, any objective or any transaction that would be accepted
under laws or regulations in force or by the AMF with respect to
share buy-back programmes.
The shares purchased and retained
by VINCI shall not carry any voting rights and shall not give right
to the payment of dividends.
The Company reserves the right to
use derivatives in implementing this new programme.
Furthermore, in compliance with
the applicable legal and regulatory provisions, including those
relating to stock exchange disclosure requirements, it reserves the
right to carry out authorised reallocations of shares purchased in
view of one of the programme's objectives to one or more of its
other objectives, or to sell them on-market or off-market through
an investment service provider acting independently.
III-Legal framework
This programme is within the
framework of the provisions of Articles L.225-209 and L.225-210 to
L.225-212 of the French Commercial Code and shall be submitted on
20 April 2017 to VINCI's Shareholders' General Meeting, acting in
accordance with the quorum and majority requirements for ordinary
(eighth resolution) and extraordinary (twelfth resolution)
shareholders' meetings:
Renewal of the
authorisation of the Board of Directors in view of the purchase by
the Company of its own shares
The Shareholders' General Meeting,
having taken note of (a) the Report of the Board of Directors and
(b) the description of the new 2017-2018 share buy-back programme,
in accordance with the provisions of Article L.225-209 of the
French Commercial Code as well as European regulation 596/2014 of
16 April 2014 on market abuse, authorises the Board of Directors,
with the ability to sub-delegate such powers, within the limits
provided for by law and regulations, on one or more occasions, on
the stock market or otherwise, including by blocks of shares or
through the use of options or derivatives, to purchase the
Company's shares for the conduct of the following:
1. transfer or exchange of
shares upon the exercise of the rights attached to securities
giving access to the Company's share capital;
2. retention and future
delivery for payment or exchange purposes in connection with
transactions involving external growth;
3. disposal or transfer of
Company shares to eligible employees and/or company officers of
VINCI Group companies in the context of savings plans or any share
ownership plan governed by French or foreign law, share and/or
share purchase option allocation plans, including disposal to any
approved service provider appointed for the design, implementation
and management of any employee savings UCITS or similar structure
on behalf of the VINCI Group, and pledge of shares as guarantee
under employee savings plans;
4. ensuring market liquidity
within the framework of a liquidity agreement that complies with a
code of ethics recognised by the Autorité des Marchés Financiers
and entrusted to an investment service provider acting
independently;
5. cancellation, as part of
the Company's financial policy, of the shares thus purchased,
subject to the adoption of the twelfth resolution hereunder;
6. implementation of any
market practice, any objective or any transaction that may be
accepted by laws or regulations or in force or by the Autorité des
Marchés Financiers in respect of share buy-back programmes.
The maximum purchase price per
share is set at €90. The maximum number of shares purchased by
virtue of this authorisation shall not exceed 10% of the share
capital. This limit is calculated at the time of the purchases and
the maximum amount of shares thus purchased shall not exceed €2
billion.
The share purchase price shall be
adjusted by the Board of Directors in the event of transactions
involving the Company's capital in compliance with the conditions
provided for by the applicable regulations. In particular, in the
event of a capital increase through the capitalisation of reserves
and the allotment of performance shares, the price specified above
shall be adjusted by a multiplier equal to the ratio of the number
of shares making up the share capital before the transaction to the
number of shares after the transaction.
The acquisition, disposal,
transfer, allotment or exchange of these shares may be carried out
by any means that are authorised or that may become authorised by
regulations in force, either on-market or off-market, including
block transactions or through the use of derivatives, in particular
through share purchase options in accordance with the regulations
in force. There is no restriction on the proportion of the share
buy-back programme that may be carried out through block
transactions.
These transactions may be carried
out at any time in compliance with the current regulations, except
during a public offer period.
The Shareholders' General Meeting
grants full powers to the Board of Directors, including the ability
to delegate such powers, so that, in compliance with the applicable
legal and regulatory provisions, including those on stock exchange
disclosure requirements, it may proceed with the authorised
reallocations of the shares purchased in view of one of the
programme's objectives to one or more of its other objectives, or
sell them on-market or off-market, it being specified that these
reallocations and disposals may concern shares purchased pursuant
to previously authorised share buy-back programmes.
The Shareholders' General Meeting
grants full powers to the Board of Directors, including the ability
to delegate such powers, for the purpose of placing stock market
orders, signing any deed of purchase, sale or transfer, entering
into any agreement, carrying out any necessary adjustments, making
all declarations and completing all formalities.
This authorisation is granted for
a period of eighteen months from the date of this Shareholders'
General Meeting. It renders ineffective and replaces the
authorisation granted by the Shareholders' General Meeting on 19
April 2016 in its sixth resolution.
Renewal of the
authorisation granted to the Board of Directors in view of the
reduction of the share capital through cancellation of VINCI shares
held in treasury
The Shareholders' General Meeting,
voting under the quorum and majority conditions required for
Extraordinary General Shareholders' Meetings, having considered the
Report of the Board of Directors and the Special Report of the
Statutory Auditors, in accordance with the provisions of Article
L.225-209 of the French Commercial Code, authorises the Board of
Directors to cancel, at its sole discretion, on one or more
occasions, within the limit of 10% of the number of shares making
up the share capital on the date when the Board of Directors takes
a decision to cancel and over successive periods of twenty-four
months for the determination of this limit, the shares purchased by
virtue of the authorisations granted to the Company to purchase its
own shares, and to proceed with a reduction in share capital
equivalent to that amount.
The Shareholders' General Meeting
establishes the validity of this authorisation for a period of
twenty-six months from the date of the present meeting and grants
full powers to the Board of Directors, including the powers to
delegate such powers, to take all decisions necessary for the
cancellation of shares and reduction of the share capital, to
recognise the difference between the purchase price and the nominal
value of the shares in the reserve account of its choice, including
the account for "share premiums arising on contributions or
mergers", to perform all actions, formalities or declarations to
finalise the reductions in capital that may be carried out by
virtue of this authorisation, and to amend the Company's Articles
of Association accordingly.
This authorisation renders
ineffective and replaces the authorisation granted by the
Shareholders' General Meeting on 19 April 2016 in its ninth
resolution.
IV-Arrangements
-
Maximum proportion of the share capital that may
be acquired and maximum amount payable by VINCI
The maximum proportion of the
share capital that VINCI may acquire is 10% of the share capital on
the date of the Combined Shareholders' General Meeting. However, in
the event of a change in the share capital after that date, the
authorisation granted by the General Meeting would apply to 10% of
the new share capital.
The maximum purchase price per
share is set at €90.
The maximum total amount of
capital that may be allocated to share purchases by virtue of this
programme amounts to €2 billion. This maximum amount shall apply
for all transactions carried out from 20 April 2017 over the
duration of the programme: purchases of treasury shares,
acquisitions of derivatives on treasury shares, treasury share
subscriptions through the exercise of derivatives previously put in
place, additional amounts that may be allocated to the liquidity
agreement.
The Company reserves the right to
use the entire programme.
VINCI shall ensure that it does
not directly or indirectly exceed the buy-back ceiling of 10% of
the share capital authorised by the Shareholders' General Meeting
over the programme's eighteen-month term.
It shall furthermore ensure that
it does not own at any time, directly or indirectly, more than 10%
of its share capital.
Moreover, the share buy-back
programme shall not have any significant impact on VINCI's free
float, which amounted to 80.9% of the share capital on 31 December
2016 and 80.7% at 28 February 2017.
The amount of the Company's
available reserves, which amounted to €24,999 million at 31
December 2016, is, as required by law, higher than the amount of
the share buy-back programme.
-
Share buy-back arrangements
Shares may be purchased fully or
partly by any means that are authorised or that may become
authorised by regulations in force, either on-market or off-market,
including block transactions or through the use of derivatives,
including through share purchase options in accordance with
regulations in force. The Company shall be careful not to increase
the volatility of its share price if it uses derivatives.
These transactions may be carried
out at any time in compliance with the current regulations, except
during a public offer period.
The proposed authorisation
submitted to the General Meeting does not restrict the proportion
of the programme that may be carried out through the acquisition of
blocks of shares.
3. Duration and timeframe of
the share purchase and cancellation programme
Share purchases may be carried out
over a period of eighteen months following the date of the General
Meeting, i.e. from 20 April 2017 until 19 October 2018.
Pursuant to paragraph 4 of Article
L.225-209 of the French Commercial Code, the shares purchased can
only be cancelled up to a limit of 10% of the share capital over
successive rolling periods of twenty-four months.
4. Use of derivatives
VINCI reserves the right to use
derivatives for the implementation of this programme in order to
cover, under current regulations, option positions that it has
taken separately (such as share subscription or purchase options
granted or issued debt securities giving access to the share
capital). Information on the use of derivatives on treasury shares
is systematically provided to the Board of Directors.
V- Breakdown
by objective of treasury shares at 31 December 2016 and
28 February 2017 in respect of the execution of the current
2016-2017 share buy-back programme and previous
programmes
Objectives
|
Number of treasury shares
at 31 December 2016
and percentage of the share capital
|
Number of treasury shares
at 28 February 2017
and percentage of the share capital
|
Shares to be delivered for payment or exchange purposes in
connection with transactions involving external growth
|
29,162,955
4.95%
|
29,162,955
4.94% |
Shares to cover performance share plans and/or long-term incentive
plans
|
4,503,216
0.76% |
4,499,458
0.76% |
Shares to be allocated in connection with employee share ownership
plans
|
1,019,183
0.17%
|
1,019,233
0.17% |
Shares to be
cancelled
|
0
0%
|
1,435,522
0.24% |
Total
|
34,685,354
5.89%
|
36,117,168
6.12%
|
VI- Open
positions on derivatives
|
Open positions at 23 March 2017, date of publication of this
document |
Open long positions |
Open short positions |
Call options purchased |
Forward purchases |
Call options sold |
Forward sales |
Number of shares |
- |
- |
- |
- |
Maximum average maturity |
- |
- |
- |
- |
Average exercise price |
- |
- |
- |
- |
Board of Directors of
VINCI
and, by delegation of the Board of Directors,
________________________
Xavier Huillard
Chairman and Chief Executive Officer
23 March
2017
This
document, which constitutes the 2017-2018 share buy-back programme
submitted for the approval of the General Meeting of Shareholders
of VINCI on 20 April 2017, is available free of charge on request
from:
Service Relations Actionnaires de VINCI
1 cours Ferdinand de Lesseps, 92851 Rueil Malmaison Cedex,
France
It is
available online on the VINCI website (www.vinci.com) and has been
filed with the Autorité des Marchés Financiers.
PDF
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: VINCI via Globenewswire
Vinci (EU:DG)
Graphique Historique de l'Action
De Mar 2024 à Avr 2024
Vinci (EU:DG)
Graphique Historique de l'Action
De Avr 2023 à Avr 2024