The text of the overview of the share
buyback program authorized by the shareholders at their Combined
Ordinary and Extraordinary General Meeting of May 29, 2019 is a
free translation from the French language and is supplied solely
for information purposes. Only the original version in the French
language has legal force.
Regulatory News:
Pursuant to Articles L. 225-209 et seq of the French Commercial
Code, Articles 241-1 et seq. of the General Regulation of the
French Financial Markets Authority (AMF - Autorité des Marchés
Financiers), Regulation (EU) n° 596/2014 of April 16, 2014,
Delegated Regulation (EU) 2016/1052 of March 8, 2016 and the market
practices accepted by the AMF, this overview contains information
on the objectives and terms of the Publicis Groupe S.A. (Paris:PUB)
[Euronext Paris FR0000130577, CAC 40] share buyback program
in accordance with the authorization granted by the shareholders
under the 22nd resolution adopted at the Combined General Meeting
dated May 29, 2019.
Issuer: Publicis Groupe S.A., a French Company with a Management
Board and a Supervisory Board, with share capital of 94,227,499.60
euro and its principal office at 133 Avenue des Champs-Elysées,
75008 Paris, France, registered with the Paris Trade and Companies
Registry under number 542,080,601. Stock Exchange: Euronext Paris
LEI : 2138004KW8BV57III342. ISIN: FR0000130577.
Number of shares and fraction of capital held directly or
indirectly by the issuer
As of May 31, 2019, the Company’s capital was made up of
235,568,749 shares of which 3,715,429 were held by the Company,
representing 1.58% of its capital.
Allocation of equity held on May 31, 2019 according to
objectives
- 167,500 shares allocated for encouraging the secondary market
or liquidity of Publicis Groupe S.A. shares pursuant to a liquidity
agreement;
- 23,328 shares allocated for payments or exchanges in
connection with external growth transactions; and
- 3,524,601 shares allocated to allow allotment or sale of
shares to employees and/or corporate officers of the Company and/or
its Group.
Characteristics of the 2019-2020 share buyback
program
Buyback program objectives
The objectives of the program authorized by the shareholders at
their General Meeting of May 29, 2019 (22th resolution) are as
follows:
- Allotting or selling shares to employees and/or corporate
officers of the Company and/or of 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, or by any other method of compensation in shares;
- Delivering shares to honor obligations in connection with
instruments or securities that may confer entitlement to equity
rights, whether by redemption, conversion, exchange, presentation
of a warrant or by any other means;
- Conserving and subsequently delivering shares as a means of
exchange in merger or spin-off transactions or as a contribution,
as payment in the case of external growth transactions;
- Encouraging the secondary market or the liquidity of Publicis
Groupe S.A. shares through the intermediary of an investment
services provider acting in the name and on behalf of the Company
in compliance with market practices accepted by the AMF and
pursuant to a liquidity agreement complying with the code of ethics
recognized by the AMF or any other applicable provision;
- Cancelling all or part of the shares thus acquired, in
accordance with legal provisions in force, and pursuant to
authorization granted by an extraordinary general shareholders’
meeting.
This program is also intended to enable the Company to trade in
its own shares for any other purpose that is currently authorized
or may be authorized in the future by the laws and regulations in
force. In such a case, the Company will 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 making up the share capital. This
percentage shall apply to the share capital as adjusted to reflect
transactions affecting the share capital carried out subsequent to
this shareholders’ meeting.
The Company’s total amount used for share buyback under this
authorization will not exceed one billion nine hundred ninety nine
million six hundred twenty three thousand three hundred
(1,999,623,300) euro net of costs.
Pursuant to the provisions of Article L. 225-209 of the French
Commercial Code, when shares are redeemed to promote liquidity of
the Company’s shares in accordance with the requirements of the
general regulations of the AMF, 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. Moreover, the number of treasury shares held
to be used for payment or exchange in merger or spin-off
transactions or as a contribution will not exceed 5% of the capital
as assessed on the date of the operation. In the event that the
Company avails itself of this authorization it is specified that
the number of treasury shares should be taken into account so that
the Company always remains within the limit of a maximum number of
treasure shares equal to 10% of share capital.
Maximum purchase price
The maximum unit purchase price will be eighty-five (85) euro,
excluding acquisition costs, it being specified that this price
will not apply to share buyback used for allocating free shares or
when options are exercised to employees and/or officers of the
Company and the Group.
In the event of a change in the par value of shares or any
transaction having an impact on shareholders’ equity, the general
shareholders’ meeting delegates to the Management Board the power
to adjust the aforementioned purchase price in order to take into
account the impact of such transactions on the share price.
Redemption terms and conditions
The Company will be entitled to purchase its own shares, and
sell or transfer shares redeemed, directly or through an investment
service provider, in one or more transactions, at any time and by
any means authorized by the regulations in force, or that may come
into force in the future, on regulated stock markets, multilateral
trading facilities (MTFs), through systematic internalizers or over
the counter, and, notably, by buying or selling blocks of shares
(without limitation on the portion of the program that may be
carried out in block transactions), sale and repurchase agreements,
through takeover bids or securities exchange bids, by using option
mechanisms, derivative financial instruments, warrants or, more
generally, securities granting entitlement to shares in the
Company. The Company may also be entitled to hold and/or cancel
shares redeemed subject to authorization by an extraordinary
general shareholders’ meeting, in compliance with applicable
regulations.
The general shareholders’ meeting granted the Management Board
all powers, including the right to sub-delegate its authority, as
permitted by laws and regulations and in accordance with the
Company’s Articles of Incorporation, to determine the modes and
conditions of implementation, to allocate or reallocate the shares
acquired to the various objectives in view in compliance with
applicable laws and regulations, to execute all instruments, enter
into all agreements, carry out all formalities, and, more
generally, to do everything necessary to implement this
resolution.
According to the 23th resolution adopted by shareholders at
their General Meeting of May 29, 2019, 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 share 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 S.A. shares acquired
within the framework of the share buyback programs authorized by
the general Shareholders' Meeting.
Program term
The program was authorized for a period of eighteen months as
from May 29, 2019, i.e., until November 28, 2020.
About Publicis Groupe - The Power of One
Publicis Groupe [Euronext Paris FR0000130577, CAC 40] is a
global leader in marketing, communication, and digital
transformation, driven through the alchemy of data, creativity,
media and technology, uniquely positioned to deliver personalized
experience at scale. Publicis Groupe offers its clients a seamless
end-to-end service to address all their marketing and
transformation challenges. Publicis Groupe is organized across
Solutions hubs: Publicis Communications (Publicis Worldwide,
Saatchi & Saatchi, Leo Burnett, BBH, Marcel, Fallon, MSL,
Prodigious), Publicis Media (Starcom, Zenith, Spark Foundry,
Performics, Digitas), Publicis Sapient and Publicis Health.
Epsilon, the data-driven marketing and tech company and its
platform Conversant, is positioned at the center of the group
fueling all the group’s operations. Present in over 100 countries,
Publicis Groupe employs nearly 84,000 professionals.
www.publicisgroupe.com | Twitter:@PublicisGroupe | Facebook |
LinkedIn | YouTube | Viva la Difference!
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190814005638/en/
Delphine Stricker Corporate Communications + 33 (0)6 38 81 40 00
delphine.stricker@publicisgroupe.com
Alessandra Girolami Investor Relations + 33 (0)1 44 43 77 88
alessandra.girolami@publicisgroupe.com
Chi-Chung Lo Investor Relations + 33 (0)1 44 43 66 69
chi-chung.lo@publicisgroupe.com
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