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INFORMATION ABOUT THE COMPANY AND SHARE CAPITAL
7
GENERAL INFORMATION ABOUT THE ISSUER
several shareholders, present or represented at the General Meeting
and holding at least 2% of the share capital (or voting rights).
This provision completes the legal provision of Article L. 233-7 of the
French Commercial Code on declarations when crossing disclosure
thresholds.
No other provision in the Articles of Association affects the rights of
shareholders which can only be modified by 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 for the identity of holders of securities carrying
immediate or future voting rights at Shareholders’ Meetings, the number
of shares held by each one, and if necessary, the restrictions associated
with the shares.
Material contracts
To date, Assystem has not signed any significant contracts other than
those signed as a normal part of its business, that would confer a
significant obligation or commitment upon the whole Group.
Situation of dependence
To date, Assystem’s activity does not depend on patents belonging to
third parties or production processes belonging to third parties, and
does not depend on specific procurement contracts.
Existence of agreements whose implementation could
lead to a change of control of the Company or could
have the effect of delaying, postponing or preventing
a change in control
To the Company’s knowledge, to date, no agreements are known that,
if implemented, could result in a change in control.
There are no arrangements to date in a constitutive act, Articles of
Association, charter or ruling, that could delay, postpone or prevent a
change in control.
Agreements signed by the Company that are modified
or end in the event of a change in control of the
Company
The contracts signed with holders of “Ornane” and “Odirnane” bonds
provide that in the event of a change of control of the Company they
can request the redemption of their bonds at any time. The baseline
control is by Dominique Louis directly and by the companies that he
heads or controls (HDL Development SAS, HDL SAS, EEC, CEFID SAS).
To ensure the Company’s business development and liquidity, Assystem
has significant financial capabilities including:
●
consolidated cash, after reduction of consolidated debt, that amounted
to €198.8 million as at end December 2015;
●
a revolving credit facility of up to €120 million with maturity
December 2019, which was not drawn at the year-end.
Measures taken by the Company to ensure the absence
of abusive control
The Company is controlled as defined under Article L. 233-3 of the
French Commercial Code, as shown in the shareholder breakdown
table in section 7.2.2.
The measures taken by the Company to avoid control being exercised
in an abusive way are described in this Registration Document:
●
Chapter 8 of the Registration Document: internal control;
●
section 2.1.1.1 of Chapter 2 of the Registration Document: existence
of independent directors within the Board of Directors and specialist
Committees;
●
sub-section 2.1.1.1 of Chapter 2: section on “Conflict of Interests”.
159
ASSYSTEM
FINANCIAL REPORT
2015