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INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL
7
GENERAL INFORMATION ABOUT THE ISSUER
Ordinary and Extraordinary General Meetings exercise their respective
powers in accordance with the conditions stipulated by law.
Voting rights
The Company’s Articles of Association do not provide for any limitations
on voting rights. If Assystem shares are held by a legal owner and a
beneficial owner, the corresponding voting rights are exercised by the
beneficial owner at all Ordinary, Extraordinary or Special General
Meetings.
Double voting rights
All fully-paid shares registered in the name of the same holder for at
least two years carry double voting rights.
In addition, in the event of a capital increase carried out by capitalising
reserves, profit or share premiums, the bonus shares allotted in respect
of registered shares carrying double voting rights will also carry double
voting rights as from the date of issue.
Double voting rights may be removed by way of a decision by
shareholders in an Extraordinary General Meeting and after consultation
at a Special Meeting of holders of shares with double voting rights.
Double voting rights may be cancelled if the shares concerned are
converted to bearer shares or transferred to another shareholder, except
if registered shares are transferred to another registered shareholder
in the case of inheritance or
inter vivos
donations to a spouse or other
eligible family member (as provided for in Article L. 225-124 of the
French Commercial Code).
Disclosure thresholds stipulated in the Company’s
Articles of Association
In addition to the applicable statutory disclosure obligations, any
physical or legal person, whether acting alone or in concert (within
the meaning of Article L. 223-10 of the French Commercial Code),
that comes to hold a number of shares representing 2% or more of the
Company’s share capital or voting rights or a multiple thereof, is required
to inform the Company of the total number of shares and voting rights
that they hold, by registered mail with recorded delivery, within four
trading days from the crossing of the threshold.
The same disclosure formalities must also be followed each time a
shareholder’s interest is reduced to below any 2% threshold.
In the event of a failure to comply with these disclosure rules, at the request
of one or several shareholders with combined holdings representing
at least 2% of the Company’s share capital or voting rights (with said
request recorded in the minutes of the General Meeting at which the
request is made), the shares in excess of the undisclosed threshold will
be stripped of voting rights as provided for in Article L. 233-14 of the
French Commercial Code.
These provisions apply in addition to the statutory disclosure threshold
provisions set out in Article L. 233-7 of the French Commercial Code.
No other provision in the Articles of Association affects shareholders’
rights, which can only be amended in accordance with the conditions
stipulated by law.
Shareholder identification
In compliance with the provisions of Article L. 228-2 of the French
Commercial Code, the Company may, at any time, ask the central
securities clearing body to provide it with the identity of holders of
securities carrying immediate or future voting rights at General Meetings
as well as the number of securities held by each one, and, where
appropriate, the restrictions applicable to any such securities.
Material contracts
To date, Assystem has not entered into any material contracts, other
than those entered into in the ordinary course of its business, that would
give rise to a significant obligation or commitment for the whole Group.
Dependency
Assystem’s business does not currently depend on any patents or
production processes belonging to third parties or on any specific
procurement contracts.
Existence of agreements whose implementation
could lead to a change in control of the Company
or could have the effect of delaying, postponing
or preventing a change in control
To the best of the Company’s knowledge, no agreements currently exist
whose implementation could result in a change in control.
In addition, there are currently no provisions in the Company’s
Memorandum or Articles of Association, charter or bylaws, that would
have the effect of delaying, postponing or preventing a change in
control.
Agreements entered into by the Company which
would be amended or terminated in the event
of a change in control of the Company
On 24 January 2017, the Company put in place a new financing
arrangement amounting to €280 million and breaking down as (i)
an €80 million five-year term loan, and (ii) a €200 million five-year
revolving credit facility with two one-year extension options (subject to
the lenders’ agreement).
The related contract provides that the banking pool can require the full
early repayment of any outstanding amounts in the event of a change in
control of the Company. For this purpose, a change in control is defined
as (i) Dominique Louis ceasing to control HDL, (ii) HDL ceasing to control
HDL Development, or (iii) HDL Development ceasing to control Assystem.
ASSYSTEM
REGISTRATION DOCUMENT
2016
150