Regulatory News:
Legrand (Paris:LR) is the global specialist in electrical and
digital building infrastructures. Its comprehensive offering of
solutions for commercial, industrial and residential markets makes
it a benchmark for customers worldwide. Drawing on an approach that
involves all teams and stakeholders, Legrand is pursuing its
strategy of profitable and sustainable growth driven by
acquisitions and innovation, with a steady flow of new
offerings—including Eliot* connected products with enhanced value
in use. Legrand reported sales of more than €5 billion in 2016. The
company is listed on Euronext Paris and is a component stock of
indexes including the CAC 40, FTSE4Good, MSCI World, Corporate
Oekom Rating, DJSI World, Vigeo Euronext Eurozone 120 Europe
120-France 20 and World 120, and Ethibel Sustainability Index
Excellence. (code ISIN FR0010307819). http://www.legrand.com
The Board of Directors of Legrand (“the Company”) met on
May 31, 2017 and agreed to set up a share buyback program as
authorized by shareholders at the Ordinary and Extraordinary
General Meeting held the same day.
Established in accordance with articles 241-1 and following of
the General Regulation of the French Financial Markets Authority
(Autorité des Marchés Financiers), this description is drawn up for
the purpose of setting out the objectives and terms of Legrand’s
share buyback program set up by the Board of Directors of Legrand
met on May 31, 2017 (“the Share Buyback Program”), pursuant
to the authorization granted by the above-mentioned General Meeting
of Shareholders.
I. Number of shares and percentage of capital stock held
by the Company
On May 26, 2017, the Company’s capital stock consisted of
266,568,872 shares.
At the same date, the Company held 70,628 of its own shares.
II. Allocation by purpose of own shares
held by the Company
On May 26, 2017, the 70,628 own shares held by the Company were
allocated by purpose as follows:
- 65,500 shares under a contract to
ensure liquidity of trading in shares in accordance with the
Charter of Professional Ethics recognized by the French Financial
Markets Authority (Autorité des Marchés Financiers) through an
investment service provider acting independently; and
- 5,128 shares allocated for
implementation of performance share plans under the provisions of
articles L. 225-197-1 and following of the French Commercial
Code;
III. Purposes of the new Share Buyback
Program
Legrand envisages conducting or arranging for a share buyback
for the purposes of:
- ensuring the liquidity and active
operation of the market in Company shares by the intermediary of an
investment services provider, acting independently under a
liquidity contract in compliance with the Code of Practice
recognized by France’s Financial Markets Authority (Autorité des
marchés financiers);
- implementing (i) any and all Company
stock options plans in accordance with Articles L.225-177 et seq.
of the French Commercial Code or any similar plan; (ii) any and all
Group employee share-ownership programs in accordance with Articles
L.3332-1 et seq. of the French Labour Code (Code du travail) or to
provide for share allocations for employee profit-sharing and/or in
lieu of discount according to applicable laws and regulations;
(iii) any and all free share allocations pursuant to Articles
L.225-197-1 et seq. of the French Commercial Code; as well as
providing cover for such transactions at such times as the Board of
Directors or the person acting on its behalf takes action, (iv) any
and all allocation of shares to the benefit of employees and/or
executive directors of the Company or the Group, according to
applicable laws and regulations;
- holding and subsequently transferring
shares by way of exchange or payment relating to a business
acquisition, merger, demerger, or transfer of assets, it being
stipulated that the number of shares acquired by the Company with a
view to holding these and employing them at a later date as payment
for or in exchange for a merger, demerger or transfer of assets may
not exceed 5% of the Company’s capital stock;
- delivering shares on the exercise of
rights attached to securities providing immediate or future access
to the equity of the Company, through redemption, conversion,
exchange, presentation of a warrant, or in any other way;
- cancelling all or some of the shares so
purchased; or
- carrying out such other practices as
may be permitted or recognized by law or by the Financial Markets
Authority, or pursuing any other objective complying with
applicable laws and regulations.
IV. Limit on the percentage of capital
stock that may be acquired and maximum number of shares that may be
purchased pursuant to the Share Buyback Program, types of
securities that may be acquired under the Share Buyback Program,
maximum price and terms of purchase
1. Maximum percentage of capital stock
that the Company may acquire and maximum number of shares that may
be purchased pursuant to the Share Buyback Program
The limit on the portion of capital stock that is authorized for
purchase under the Share Buyback Program is 10% of the total number
of shares representing the capital stock at the date of the
Combined Ordinary and Extraordinary General Meeting of Shareholders
held on May 31, 2017, with the proviso that, when shares are
purchased to ensure the market liquidity of Legrand stock under the
conditions described above, the number of shares used to calculate
this 10% limit will be the number of shares purchased less the
number of shares resold over the duration of the Share Buyback
Program.
As provided under articles L. 225-209 and following of the
French Commercial Code, the Company may at no time hold, directly
or indirectly, Legrand shares representing more than 10% of the
total number of shares making up Legrand's capital stock at that
date.
2. Types of securities that may be
acquired under the Share Buyback Program
The only securities that may be acquired under this program are
Legrand shares. The shares purchased and held by the Company will
be deprived of voting rights and will carry no entitlement to
payment of a dividend.
3. Maximum authorized unit purchase
price
The maximum price that the Company may pay for shares purchased
under the Share Buyback Program is €75 per share (excluding fees),
it being specified that this maximum price will be adjusted as
necessary to reflect capital transactions, in particular
incorporation of reserves or free share allotments and/or share
splits or reverse splits.
The maximum amount allowed for the implementation of the Share
Buyback Program is €1 billion.
4. Terms of purchase
Shares may be purchased, sold, transferred or exchanged,
directly or indirectly, at any time within the limits authorized by
law and regulation, except at such times as Company shares may be
the object of a tender offer, by any means, on or off any market,
including through OTC transactions, trading in blocks of shares or
public tender offers, or through the use of any financial
instruments or derivatives, including option-based mechanisms such
as purchases and sales of put and call options.
V. Duration of the Share Buyback Program
The Share Buyback Program is to be implemented for a period of
eighteen months from the authorization granted by the Combined
Ordinary and Extraordinary General Meeting of Shareholders on May
31, 2017, which is to say up to November 30, 2018 at the
latest.
VI. Investment service
provider
Implementation of the Share Buyback Program
The Company will appoint an investment service provider acting
independently to assist it in implementing the Share Buyback
Program.
Liquidity contract
Under a contract signed on May 29, 2007 as subsequently amended,
Legrand charged Kepler Cheuvreux with providing for the liquidity
of Legrand shares and ensuring more regular trading. This contract
complies with the Charter of Professional Ethics drawn up by AMAFI
(French financial markets association) on March 8, 2011.
The total amount of this liquidity contract is currently €15
million.
VII. Transactions made under the
previous share buyback program
Meeting on May 27, 2016, shareholders at the Combined Ordinary
and Extraordinary General Meeting authorized the Board of Directors
to implement, or have implemented by delegation, a share buyback
program for a period of eighteen months. A detailed description of
the program implemented by the Board of Directors on May 27, 2016
within the framework of the authorization mentioned above is
published on the Company’s website.
The Company made no use of derivative products.
* * *
During the Share Buyback Program, any significant change in any
of the information set forth above will be brought to the attention
of the public as soon as possible in compliance with the provisions
of article 221-3 of the General Regulations of the France’s
Financial Markets Authority (Autorité des marchés financiers).
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version on businesswire.com: http://www.businesswire.com/news/home/20170531006201/en/
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