AFFINE (EPA:IML) Presentation of the programme to repurchase own shares
Transparency directive : regulatory news
03/05/2018 18:00
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A French limited company (SA) with share capital of EUR25,000,000
Head Office: 39, rue Washington - 75008 Paris, FRANCE
Paris register of companies ref. 712 048 735 Paris
Presentation of the programme to repurchase own shares approved by the Combined
General Meeting of Shareholders of 26 April 2018. The Board of Directors of 26
April 2018 decided to run this programme.
Pursuant to Articles 241-1 to 241-5 of the General Regulations of the French
Financial Markets Authority (AMF) (and Commission Regulation (EC) No 2273/2003
of 22 December 2003, which came into force on 13 October 2004, concerning the
methods of implementation of Directive 2003/6/EC of 28 January 2003), the
purpose of the present document is to describe the objectives and the terms and
conditions of the share repurchase programme approved by the General Meeting of
Shareholders of 26 April 2018. The Board of Directors of 26 April 2018 decided
to run this programme.
I - SUMMARY OF THE MAIN CHARACTERISTICS OF THE OPERATION
> Issuer: Affine R.E. hereinafter Affine, a company listed on the Euronext
Paris regulated market, ISIN FR 0000036105, included in the CAC Mid & Small
and IEIF-SIIC indexes.
> Share repurchase programme:
* Securities concerned: Affine shares
* Maximum percentage of the share capital concerned: 10%
* Maximum unit purchase price: EUR30 excluding expenses
* Objectives of the programme:
о market making through a liquidity contract;
о allocation of shares to the employees;
о purchase for retention or remittance in exchange or as payment in
connection with potential external growth transactions (within the limit
of 5% of the share capital);
о cancellation of shares.
* Maximum duration of the programme: 18 months from the date of the General
Meeting, i.e. until 26 October 2019 at the latest.
II - ASSESSMENT OF THE PREVIOUS SHARE REPURCHASE PROGRAMME
The liquidity contract signed on 1st February 2014 with Invest Securities
complies with AMAFI ethics charter on 8 March 2011, as approved by the French
Financial Markets Authority (AMF) on 21 March 2011. Kepler Capital Markets
previously hold the contract from 26 June 2012 until 31 January 2014.
> Summary declaration table
Declaration by the issuer of transactions in own shares from 28 April 2017 to
26 April 2018
Percentage of the share capital held directly or indirectly at
26 April 2018 0,19%
Number of shares cancelled during the past 24 months 0
Number of shares in the portfolio on 26 April 2018 (1) 18,997
Book value of the portfolio on 26 April 2018 EUR325,195.58
Market value of the portfolio on 26 April 2018 on the
last quoted price (EUR17.50) EUR332,447.50 EUR
(1) including 18,997 for market making, 0 for the free allocation of shares and
0 for retention and remittance in exchange or in payment in connection with
potential external growth transactions (within the limit of 5% of the share
capital).
Cumulative gross flows Open positions at 26 April 2018
Purchases Sales / Open purchases Open sales
Transfers
Number of securities 28,490 36,340 Call Forward Call Forward
options purchases options sales
bought sold
Maximum average
due date - - - -
Average transaction
price (EUR) 16.55 16.86
Average exercise
price (EUR) - - - -
Total (EUR) 471,377.68 612,747.52
The company did not use derivative products.
III - OBJECTIVES OF THE SHARE REPURCHASE PROGRAMME AND USE OF THE SHARES
PURCHASED
The objectives of this repurchase programme as defined in Resolutions 13 and 23
of the General Meeting of Shareholders of 26 April 2018 are classified by
decreasing order of priority (which bears no relation to the actual order of
implementation, which will be determined according to requirements and
opportunities), and concern the following situations:
o market making by means of a liquidity contract, in accordance with the
code of ethics of the French Association of Investment Firms (AFEI),
recognised by the Financial Markets Authority,
o grants of shares to employees subject to legal provisions,
purchase for retention or remittance in exchange or in payment, in
connection with potential external growth transactions (within the limit
of 5% of the share capital)
o cancellation of shares
The shares bought and retained by Affine shall be deprived of voting rights
and will not confer dividend rights.
The Board of Directors will inform the shareholders at the Annual General
Meeting of the purchases and transfers of shares carried out in this way, as
well as the different objectives to which the shares acquired are allocated,
and, where appropriate, reallocated, in accordance with legal requirements.
IV - LEGAL FRAMEWORK
This program is in line with the provisions of Articles 241-1 to 241-5 of the
general regulations of the French Financial Markets Authority (AMF) and EC
Regulation 2273/2003 of 22 December 2003. It was approved by the Combined
General Meeting of Shareholders (Resolutions Nos. 13 and 23) of 26 April 2018.
The Board of Directors of 26 April 2018 decided to run this programme.
V - TERMS AND CONDITIONS
1) Maximum amount of the share capital that may be acquired, and maximum
amount payable by Affine
The maximum proportion of the share capital that Affine may acquire at any
time is limited to 10% of the share capital. Given that the company directly
held 18,997 own shares at 26 April 2018, i.e. about 0.19% of the share
capital, a maximum of 986,610 shares may be bought back, i.e. 9.81% of the
share capital, unless the company sells or transfers the securities it already
holds.
The maximum purchase price of each share is EUR30. The maximum amount of
capital that may be allocated to the share repurchase is EUR30,168,210.
In accordance with current legislation, the company undertakes not to hold,
directly or indirectly, more than 10% of the share capital
2) Repurchase procedure
The purchases, sales and transfers may be carried out using any methods
available on the market, or by mutual agreement, including transactions
concerning blocks of securities. It is stated that the resolution put to the
shareholders does not limit the proportion of the programme that can be carried
out by purchasing blocks of securities. The Board of Directors may choose to
carry out these transactions at any time, including during the public offering
of shares, within the limits allowed under stock market regulations. If
derivative products are used, the company shall make sure that it does not
increase the volatility of the security.
3) Programme duration and schedule
The share repurchase programme will end:
- either at the end of the General Meeting called to give a ruling on the
financial statements for the financial year which ended on 31 December 2018,
if the programme is ended by the General Meeting with immediate effect, for
the unused part;
- or at the latest on 26 October 2019, at the end of the maximum period of 18
months.
4) Financing of the repurchase programme
The repurchase programme will be funded by Affine's own resources.
VI - BREAKDOWN OF AFFINE'S CAPITAL
On 30 April 2018 Affine's share capital amounted to EUR25,000,000 divided into
10,056,071 shares without statement of their par value. Shares registered in
the name of the same shareholder for more than two years confer double voting
rights.
To the company's best knowledge, the breakdown of its capital at 30 April 2018
was as follows:
Breakdown of the capital Breakdown of net voting rights (1)
Number of shares % Number of voting rights %
Holdaffine BV 3,189,945 31.7 6,379,890 45.7
Concert SMABTP (2) 2,111,641 21.0 2,111,641 15.1
La Tricogne 602,500 6.0 1,202,500 8.6
Flottant 4,151,985 41.3 4,258,405 30.5
TOTAL 10,056,071 100.0 13,952,436 100.0
(1) Net voting rights = number of voting rights attached to the shares after
deducting shares with no voting rights (treasury shares)
(2) The consortium Concert SMABTP is composed of the mutual insurance companies
SMABTP and SMAvie BTP.
This presentation and previous presentations are available on the company's
website (www.affine.fr).
ABOUT AFFINE
Affine is a property company specialising in commercial real estate. At the end
of 2017, it directly owned 45 buildings with a total value of EUR579, (excl.
transfer taxes) for a total surface area of 332,400 sqm. The Company owns
office properties (69%), retail properties (23%) and warehouses and industrial
premises (8%). Its assets are distributed more or less equally between Ile-de
France and other regions in France.
Affine is also the major shareholder (49.5%) of Banimmo, a Belgian property
repositioning company with operations in Belgium and France. At the end of
2017, Banimmo had total assets of 14 office and commercial buildings, with a
value of EUR208m (transfer taxes included).
Total Group assets are EUR824m (including transfer taxes).
In 2003, Affine opted for French real estate investment trust (SIIC) status.
Affine's shares are listed on NYSE Euronext Paris (Ticker: IML FP/BTTP.PA;
ISIN code: FR0000036105). It is included in the CAC Mid&Small, SIIC and IEIF
indexes. Banimmo is also listed on NYSE Euronext.
To find out more: www.affine.fr. Follow our news feed on:
https://twitter.com/Groupe_Affine
CONTACT
INVESTOR RELATIONS
Frank Lutz
+33 (0)1 44 90 43 53 - frank.lutz@affine.fr
PRESS RELATIONS
Dentsuaegis - Alexandra Richert
+33 (0)1 41 16 42 67 - alexandra.richert@dentsuaegis.com