GTT: Main terms and conditions of the share buy-back programme
GAZTRANSPORT & TECHNIGAZ
Société anonyme with a share capital of
€370,783.57
Registered office: 1 route de Versailles – 78470
Saint-Rémy-lès-Chevreuse, France
662 001 403 R.C.S. Versailles
Main terms and conditions of the share
buy-back programme in accordance with the conditions and
obligations set by Articles 241-1 and seq. of the General
Regulations of the Autorité des marchés
financiers (AMF)
Implementation of the share buy-back
programme authorised by the Combined Shareholders’ meeting on May
31, 2022
Issuer: GTT / ISIN code: FR
0011726835 (compartment A)
Stock concerned : Ordinary
shares
Implementation authorized
by:Combined Shareholders’ meeting on May 31, 2022
Implementation decision
date:May 31, 2022
Maximum proportion of the share capital
that may be acquired pursuant to the Shareholders’
authorization: 10% of the number of ordinary shares
composing GTT’s share capital, or, for indicative purposes
3,707,835 shares on the basis of the capital as at December 31,
2021.
It is specified that:
(i) the number of
shares acquired for retention and their subsequent presentation in
a merger, split or contribution transaction cannot exceed 5% of its
share capital;
(ii) when the shares
are bought back to improve liquidity under the conditions defined
by the general regulations of the Autorité des Marchés Financiers,
the number of shares used for calculating the above-specified 10%
limit corresponds to the number of shares bought, less the number
of shares sold during the period of the authorisation;
(iii) the Company
may not directly or indirectly own more than 10% of its
capital.
Maximum purchase price: €180
per share (fees not included).
Maximum amount of purchases authorized
by the programme: €667,410,300.
Objectives of the
programme:
• the implementation of any share purchase
option plan of the Company under the provisions of
Articles L. 225-177 et seq. of the French Commercial
Code, or any similar plan;
• the allocation or sale of shares to
employees or corporate officers of the Company or of Group
companies under the conditions and in accordance with the
procedures allowed by law, notably with respect to Company
profit-sharing; or the implementation of any employee savings
scheme under the conditions provided for by law, specifically
Articles L. 3332-1 et seq. of the French Labour Code, the
sale of shares previously acquired by the Company pursuant to this
resolution or providing for the free allocation of these shares in
the form of a top-up of Company securities and/or to replace the
discount;
• the delivery of shares upon the exercise
of rights attached to securities giving right to repayment,
conversion, exchange, presentation of a warrant, or any other means
of allocating shares of the Company;
• more generally, to honour the obligations
linked to share option programs or other plans for allocation of
shares to employees or corporate officers of the Company or those
of an associated company;
• the retaining and later delivery of
shares (in exchange, payment or other) as part of an acquisition
transaction, limited to 5% of the number of shares comprising the
share capital;
• the cancellation of all or part of the
shares bought back under a resolution of a Shareholders’ Meeting in
force; and
• the stimulation of the secondary market
or the liquidity of the shares by an investment services provider
acting under a liquidity contract in compliance with the market
practice recognised by the Autorité des Marchés Financiers.
This share buyback program would also be
intended to allow the Company to operate for any other authorised
purpose or purpose that would be authorised by any applicable laws
or regulations in force and to implement any practice that would be
allowed by the Autorité des Marchés Financiers. In such event, the
Company would inform its shareholders through a press release.
The acquisition, sale or transfer of shares may
be carried out, on one or more occasions, by any means authorised
by the legal and regulatory provisions in force, on regulated
markets, multilateral trading facilities, systematic internalisers
or over-the-counter, including by acquisition or sale of blocks of
shares (without limiting the portion of the buyback program that
may be carried out by this means), by tender offer or exchange
offer, or by use of options or other forward financial instruments
or by delivery of shares following the issue of securities giving
access to the Company’s capital by conversion, exchange,
redemption, exercise of a warrant or in any other manner, either
directly or indirectly through an investment services provider.
The Board of Directors may use this
authorisation at any time, within the limits authorised by legal
and regulatory provisions and those provided for in this resolution
(except during a period of tender offer for the Company’s
shares).
Programme duration: from the
release of this description of the programme and until November 30,
2022, i.e. a period of 18 months as from the date of the Combined
Shareholders’ meeting dated May 31, 2022.
Breakdown of the treasury shares
held: At May 31, 2022, the Company did not hold any share
in the frame of its liquidity agreement signed with Rothschild
Martin Maurel to make a market in GTT shares, and compliant with
the AMAFI ethical charter recognised by the AMF, and held 190,636
shares, representing 0.51% of the share capital pursuant to a share
buy-back agreement and the share buy-back through Engie's
accelerated book building process dated May 26, 2021.
This document is published, in accordance with
the AMF General Regulations, on June 1, 2022 prior to the
implementation of the programme.
- GTT - PR Descriptif du programme de rachat d_actions 2022
EN
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