Description of Elior Group’s Share Buyback Program
25 Mars 2019 - 6:54PM
Business Wire
(as approved at the March 22, 2019 Annual
Shareholders’ Meeting)
Regulatory News:
Elior Group (Paris:ELIOR):
I – LEGAL FRAMEWORK APPLICABLE TO THE
SHARE BUYBACK PROGRAM
The share buyback program is governed by the applicable laws and
regulations as well as the terms and conditions of the
authorization granted to the Board of Directors in the fifteenth
and twenty-second resolutions of the Annual Shareholders’ Meeting
of Elior Group (the “Company”) held on March 22, 2019 (the
“AGM”). The program was put in place by the Company’s Board
of Directors following the Board meeting held on March 22,
2019.
II – PURPOSES OF THE SHARE BUYBACK
PROGRAM
In accordance with the fifteenth resolution adopted at the AGM,
the share buyback program may be used for the following
purposes:
- to cancel the shares bought back ;
or
- to hold shares in treasury for
subsequent delivery in payment or exchange for external growth
transactions, in accordance with market practices recognized by the
applicable regulations, and provided the shares used for this
purpose do not represent more than 5% of the Company’s capital;
or
- to allocate shares on exercise of right
attached to securities redeemable, convertible, exchangeable or
otherwise exercisable for shares of the Company ; or
- to hedge the risks arising on the
Company’s financial instrument obligations, particularly the risk
of fluctuations in the Elior Group share price; or
- to allocate shares for the
implementation of (i) stock option plans or (ii) free share plans
or (iii) employee share ownership plans, in operations complying
with Articles L.3331-1 et seq. of the French Labor Code, and/or
(iv) grants of shares to employees and/or officers of the Company
or of any related entities ; or
- to maintain a liquid market for the
Company’s shares under a liquidity contract entered into with an
investment services provider that complies with a Code of Ethics
recognized by the Autorité des Marchés Financiers ; or
- more generally, to carry out any
transactions or market practices currently authorized or that may
be authorized in the future by the applicable laws and regulations
or by the Autorité des Marchés Financiers.
The Company may use derivatives for the purpose of implementing
the share buyback program, except in relation to transactions
carried out under the liquidity contract.
In accordance with the applicable laws and regulations,
including stock exchange publications requirements, the Company
reserves the right to (i) carry out the authorized reallocations of
purchased shares from one of the program’s purposes to one or more
of its other purposes, or (ii) sell the purchased shares either on
or off-market through an investment services provider acting
independently under a liquidity contract.
III – TERMS AND CONDITIONS OF THE SHARE
BUYBACK PROGRAM
Maximum proportion of the Company’s capital: the shares
purchased under the buyback program may not represent more than 10%
of the Company’s capital, determined based on the number of shares
making up the Company’s capital at the date of the buybacks.
Maximum number of shares: the number of shares acquired
may not exceed 10% of the total number of shares making up the
Company’s capital as at the date on which the authorization granted
at the AGM is utilized.
When shares are bought back for the purpose of maintaining a
liquid market in the Company’s shares, the number of shares taken
into account in order to calculate the cap of 10% of the Company’s
capital corresponds to the number of shares purchased less the
number of shares sold during the authorization period.
As the program provides for the possibility of using derivatives
to carry out the share purchases, any Company’s shares that the
Company may acquire through the exercise of call options will be
included immediately as of the purchase (rather than the exercise)
of the call options for the purpose of calculating the maximum
number of shares that may be acquired during the eighteen-month
validity period of the buyback program.
Type of shares that may be purchased: ordinary shares of
the Company with a par value of €0.01 each.
Maximum per-share purchase price: €20
Maximum amount that may be invested in the program:
€350,000,000
The acquisition cost of any derivatives that the Company may use
for the purpose of the program will be included in the maximum
authorized amount of the program at the time the derivatives are
put in place. The amount corresponding to the price of any
Company’s shares acquired on the exercise of call options will only
be included when the options are exercised.
Any sums allocated for the purpose of the liquidity contract
will be included in the maximum authorized amount of the
program.
Duration of the buyback program: 18 months (from March
22, 2019 to September 22, 2020)
IV – PURPOSES OF TREASURY SHARES HELD
AT FEBRUARY 28, 2019
Number of shares held by the Company at February 28, 2019:
- in connection with the liquidity
contract entered into on June 20th, 2018 : 52 288
- to hold shares in treasury for
subsequent delivery in payment or exchange for external growth
transactions: 183
As specified in Article 241-2 (Book II) of the General
Regulations of the Autorité des Marchés Financiers, in accordance
with Article 221-3 of said Regulations, any material changes during
the buyback program to any of the information set out above will be
rendered public as promptly as possible.
About Elior Group
Founded in 1991, Elior Group has grown into one of the world's
leading operators in the catering and support services industry,
and has become a benchmark player in the business & industry,
education, healthcare and travel markets. Now operating in 15
countries, the Group generated €6,694 million in revenue through
25,000 restaurants and points of sale in FY 2017-2018. Our 132,000
employees serve 6 million people on a daily basis, taking genuine
care of each and every one by providing personalized catering and
service solutions to ensure an innovative customer experience.
We place particular importance on corporate social
responsibility and have been a member of the United Nations Global
Compact since 2004, reaching the GC Advanced Level in 2015. The
professional excellence of our teams as well as their unwavering
commitment to quality and innovation and to providing best-in-class
service is embodied in our corporate motto: "Time savored".
For further information please visit our website
(http://www.eliorgroup.com) or follow us on Twitter
(@Elior_Group)
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