Description of Elior Group’s Share Buyback Program
06 März 2024 - 6:30PM
Business Wire
(authorized at the February 28, 2024 Annual
General Meeting)
Regulatory News:
Elior Group (Paris:ELIOR):
I - LEGAL FRAMEWORK OF THE SHARE
BUYBACK PROGRAM
The share buyback program is governed by the applicable laws and
regulations. It was authorized by the shareholders at the Annual
General Meeting of Elior Group (the “Company”) held on
February 28, 2024 (the “AGM”) in the terms mentioned in the
Notice of Meeting as published on January 19, 2024 in the France’s
Official Legal Journal (“BALO”) and displays the features described
below. The program has been put in place pursuant to a decision
taken by the Company’s Board of Directors on February 28, 2024.
II – PURPOSES OF THE SHARE BUYBACK
PROGRAM
In accordance with the 15th resolution adopted at the AGM, the
share buyback program may be used for the following purposes:
- To cancel all or some of the purchased shares, in connection
with a capital reduction carried out in accordance with the
authorization granted, or to be granted, by the shareholders;
- To hold shares in treasury to be subsequently used in exchange
or as payment in connection with any mergers, demergers, asset
contributions or external growth transactions, provided that the
number of shares purchased for such operations does not exceed 5%
of the Company’s capital;
- To allocate shares on exercise of rights attached to securities
redeemable, convertible, exchangeable or otherwise exercisable for
shares of the Company;
- To hedge the risks arising on the Company’s financial
instrument obligations, particularly the risk of fluctuations in
the Elior Group share price;
- To allocate shares for the implementation of (i) stock option
plans, (ii) free share plans, (iii) employee share ownership plans,
in operations complying with Articles L. 3331-1 et seq. of the
French Labor Code, and/or (iv) grants of shares to employees and/or
officers of the Company or of any related entities;
- To maintain a liquid market for the Company’s shares under a
liquidity contract entered into with an investment services
provider that complies with the practices authorized by the
applicable regulations;
- more generally, to carry out any transactions or market
practices currently authorized or that may be authorized in the
future by the applicable laws and regulations or by the Autorité
des Marchés Financiers.
III - TERMS AND CONDITIONS OF THE SHARE
BUYBACK PROGRAM
Maximum proportion of the Company’s capital: the shares
purchased under the buyback program may not represent more than 10%
of the Company’s capital, determined based on the number of shares
making up the Company’s capital at the date on which the
authorization is used. Future corporate actions that may be carried
out by the Company shall not result in owning, directly or
indirectly through its affiliates, more than 10% of the Company’s
capital.
When shares are bought back for the purpose of maintaining a
liquid market in the Company’s shares, the number of shares taken
into account in order to calculate the cap of 10% of the Company’s
capital corresponds to the number of shares purchased less the
number of shares sold during the authorization period.
In the event of a public offer for its securities, the Company
would suspend the implementation of the buyback program during the
offer period, except for the purpose of complying with an
obligation to deliver securities or carry out a strategic
transaction that the Company committed to and announced before the
launch of the public offer.
Type of shares that may be bought back: ordinary shares
of the Company with a par value of €0.01 each.
Maximum per-share purchase price: €10 (excluding
transaction costs).
Maximum amount that may be invested in the program:
€252,870,280.
Duration of the buyback program: 18 months (from February
28, 2024 to August 27, 2025).
About the Elior Group Founded in 1991, the Elior Group is
a world leader in catering and multiservices, and a benchmark in
the world of business, education, health, social and leisure.
Enjoying robust positions in 9 countries, the Group achieved pro
forma revenue of €5.7 billion in 2023. Its 133,000 employees feed
3.1 million people every day in 20,200 restaurants on three
continents and provide services in 9 countries. The Group is based
on an economic model built around innovation and social
responsibility. In 2004, the Elior Group signed up to the United
Nations Global Compact, reaching advanced level in 2015. For more
information: www.eliorgroup.com/ Elior Group on Twitter:
@Elior_Group
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