SAFRAN (EPA:SAF) - Share buyback program - November 27, 2018
Transparency directive : regulatory news
29/11/2018 10:11
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SAFRAN
Société Anonyme
au capital de 88 736 128,60 euros
Siège social : 2 boulevard du Général Martial Valin, 75015 Paris
562 082 909 RCS Paris
DESCRIPTION OF THE SHARE BUYBACK PROGRAM APPROVED BY THE ANNUAL GENERAL
MEETING OF NOVEMBER 27, 2018
Under its first resolution, the Annual General Meeting of November 27, 2018
authorized a new share buyback program.
Drafted in accordance with the provisions of Article 241-2 of the French
financial markets authority's (Autorité des Marchés Financiers - AMF) General
Regulations, the program's description is presented below.
Objectives of the share buyback program
In accordance with Regulation (EU) no. 596/2014 of the European Parliament, the
AMF's General Regulations and market practices permitted by the AMF, the
objectives of the share buyback program to be approved by the Annual General
Meeting of June 15, 2017 are to purchase shares:
- to maintain a liquid market in the Company's shares via a liquidity agreement
that complies with the Code of Ethics drawn up by the French association of
financial and investment firms (Association Française des Marchés Financiers
- AMAFI), approved by the AMF, and entered into with an investment services
firm;
- for allocation or sale to employees and/or corporate officers of the Company
or other Group companies, in accordance with the terms and conditions
provided for by law, notably in connection with a profit-sharing plan, free
share grants, the exercising of stock options, the Group employee savings
plan, or any company employee savings plan in place within the Group;
- for delivery on the exercise of rights attached to securities redeemable,
convertible, exchangeable or otherwise exercisable for shares of the Company;
- to hold in treasury for subsequent delivery in payment or exchange for
external growth transactions; and
- for cancellation, pursuant to the share capital reduction authorization in
effect, granted by the Annual General Meeting.
This authorization is also designed to enable any future market practices
permitted by the AMF to be carried out and, more generally, to enable any other
operations authorized by the applicable regulations. The Company will inform
its shareholders in a press release prior to carrying out any such
operations.
Maximum percentage of share capital, maximum number and purchase price, and
characteristics of the shares the company wishes to acquire
The number of shares that may be bought back under the program may not exceed
10% of the Company's total shares. This ceiling is reduced to 5% for shares
acquired for the purpose of being held in treasury for subsequent delivery as
payment or exchange for external growth transactions. When shares are bought
back for the purpose of maintaining a liquid market in the Company's shares via
a liquidity agreement, the number of shares included for the calculation of the
10% ceiling corresponds to the number of shares purchased less any shares sold
during the authorization period.
Under no circumstances may the use of this authorization have the effect of
increasing the number of Safran shares held by the Company, either directly or
indirectly, to more than 10% of its share capital, i.e., 44,368,064 shares
based on the Company's capital comprising 443,680,643 shares on October 31,
2018.
Shares may not be purchased at a price of more than EUR140 per share and the
maximum amount that may be invested in the program is EUR6.2 billion.
The maximum number of shares and the maximum purchase price as indicated above
may be adjusted to reflect the impact on the share price of any share capital
transactions carried out by the Company.
Share buyback program procedures
Shares may be purchased, sold, or transferred in one or several transactions
and by any method allowed under the laws and regulations applicable at the
transaction date, including over-the-counter and through a block trade for all
or part of the program, as well as via the use of derivative financial
instruments.
The Board of Directors may use this authorization at any time subject to the
limitations set down by the applicable regulations, except during, or in the
run-up to, a public offer for the Company's shares.
Term of the share buyback program
This new share buyback program shall be valid until June 30, 2019 at the
latest.