Share buyback program
In accordance with the provisions of the European Regulation No. 596/2014 of April 16, 2014 on market abuse, Articles 241-1 et seq of the General Regulation of the French Financial Markets Authority and Articles L.225-209 et seq of the French commercial Code, the present document describes the objectives and modalities of ESI Group’s share buyback program, as authorized by the Combined Annual General Meeting held on June 25, 2020 and implemented by the Board of Directors during its meeting held on the same day.
This new program terminates the previous one authorized by the Combined General Meeting of July 18, 2019. During the 2019 financial period, ESI Group did not buy back any shares.
- Shares concerned
Shares issued by ESI Group, listed on Euronext Paris (ISIN code FR0004110310).
- Objectives of the buyback program
i. stimulate the secondary market or the liquidity of ESI Group shares through a liquidity contract signed with an investment service provider and compliant with the AMAFI’s Code of Ethics dated September 23, 2008 and approved by the French Financial Markets Authority (AMF),
ii. fulfill its share issue obligations, in accordance with the terms and conditions set forth by law, undertaken as part of the following:
– plans granting stock options for the purchase of existing shares by the Group’s employees or corporate officers,
– employee profit-sharing plans under which these shares would be granted to employees and/or corporate officers,
– free share grants to the Group’s employees and corporate officers,
– shares provided upon exercise of the rights attached to securities giving access to shares by any means, whether immediately or in the future, under the conditions set forth by the AMF and at any time deemed appropriate by the Board of Directors,
iii. retain shares to subsequently use them in exchange or as payment for future business acquisitions,
iv. cancel shares by a reduction in share capital.
- Maximum purchase price
The maximum purchase price is set at €60 per share.
The maximum amount that the company may spend within the framework of this buyback program is set at €13,000,000.
- Buy-back terms and conditions
The shares may be purchased or retained at the discretion of the Board of Directors by any means by trading on or off the market, or on an over-the-counter market, on one or more occasions. All shares purchased under the authorized share buyback program may be acquired in the form of blocks of shares. Such transactions may be carried out at any time, including during public offering periods, in accordance with the regulations in force.
- Duration of the buy-back program
18 months as from June 25, 2020, i.e. until December 24, 2021.
The Board of Directors shall inform shareholders of any purchases or sales carried out pursuant to this authorization in its management report.
- Treasury shares held as of June 25, 2020
As at June 25, 2020, the company held 380,454 shares representing 6.32% of its share capital.
The Group favors an allocation of shares to cover employee share ownership plans and potential acquisitions.
- Maximum proportion of share capital
10% of the share capital (i.e. 601,849 shares to date), being specified that this limit is assessed as at the date of the buybacks in order to take into account any capital increase or reduction that may occur during the program. The number of shares considered to calculate this limit corresponds to the number of shares purchased, less the number of shares resold during the program as part of the liquidity objective.
As the company cannot hold more than 10% of its share capital, considering the number of shares already held, that is 380,454 shares (representing 6.32% of the share capital), the maximum number of shares that may be purchased will be 221,395 shares (i.e. 3.68% of the share capital) unless to sell or cancel the shares already held.