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INFORMATION ABOUT THE COMPANY AND SHARE CAPITAL
7
INFORMATION ON THE SHARE CAPITAL
The table below provides a summary of the free share and performance share plans put in place by the Group (see Note 26 of Chapter 6.1):
04/2011
plan
10/2011
plan
11/2011
plan
03/2012
plan
11/2012
plan
03/2014
plan
05/2014
plan
05/2014
plan
07/2014
plan
Date of GM
15/05/2008
05/05/2010 05/05/2010
05/05/2010
05/05/2010 22/05/2013 22/05/2013 22/05/2014 22/05/2014
Date of award
(Management Board)
13/04/2011
28/10/2011 29/11/2011
13/03/2012
07/11/2012 24/03/2014 12/05/2014 22/05/2014 07/07/2014
Number of
free shares or
performance shares
awarded
20,500
43,360
108,900
60,000
1,000
46,393
9,000 *
6,000 *
500 *
1,500 *
Number of
beneficiaries
1
3
1,707
57
5
1
2,006
2
1
1
3
Vesting date
14/04/2013 14/04/2013 29/10/2013 31/03/2014 14/03/2015 13/03/2014 08/11/2014 24/03/2016 12/05/2016 22/05/2016 7/7/2016
End of lock-up period
14/04/2015 14/04/2015 29/10/2015 31/03/2016 14/03/2017 13/03/2016 08/11/2016 24/03/2018 12/05/2018 22/05/2018 7/7/2018
Number of
free shares or
performance shares
vested
0
18,000
33,599
91,176
49,780
1,000
37,401
0
0
0
0
Number of free
shares not yet vested
2,500
0
0
0
0
0
0
9,000
6,000
500
1,500
* Share awards subject to a single condition, i.e. that the beneficiary still forms part of the Group at the vesting date.
7.2.10
TRANSACTIONS CARRIED OUT
BY THE COMPANY ON ITS TREASURY
SHARES DURING THE FINANCIAL YEAR
(ARTICLE L. 225-211 OF THE FRENCH
COMMERCIAL CODE)
The General Meeting of 22 May 2015 authorised the implementation
of a share buyback programme that substituted for that authorised by
the tenth resolution of the General Meeting of 22 May 2014.
7.2.11
SHARE BUYBACK PROGRAMME
(ESTABLISHED IN ACCORDANCE
WITH ARTICLE 241–2 OF THE AMF
GENERAL REGULATIONS)
In compliance with the provisions of Article L. 225-209 of the French
Commercial Code, at the Ordinary General Meeting held on 22 May
2015, Assystem’s shareholders granted the Company an eighteen-month
authorisation to buy back its own shares, expiring on 22 November
2016.
This authorisation superseded the previous authorisation granted for
the same purpose at the Ordinary General Meeting of 22 May 2014.
A document describing the share buyback programme implemented
by the Board of Directors at its meeting of 22 May 2015 was filed
electronically with the French securities regulator (AMF) and published
electronically by Hugin InPublic (a professional distributor on the AMF
list).
The shares bought back under the programme may not represent over
10% of the Company’s capital and the maximum purchase price set by
the Company’s shareholders was €30 (excluding costs) for an overall
ceiling fixed at €45,000,000.
The shares purchased under the buyback programme may be used for
the following purposes:
●
to maintain the liquidity of the Company’s shares under a liquidity
contract entered into with an investment services provider that
complies with a Code of Conduct recognised by the AMF;
●
to honour obligations associated with stock option and/or free share
plans, employee savings schemes or other share allotments made
to employees and officers of the Company or related companies;
●
for allocation on exercise of rights attached to securities redeemable,
convertible, exchangeable or otherwise exercisable for the Company’s
shares;
●
to be held and subsequently used in exchange or as payment in
connection with external growth transactions;
●
for subsequent cancellation,
●
or more generally, for any purpose authorised by law or any market
practice that may be permitted by the market authorities, provided
that in such a case the Company notifies its shareholders by way of
a press release;
In the event of a corporate action, such as the capitalisation of reserves
and a bonus share allotment, a stock split or reverse stock split, the
prices indicated above will be adjusted accordingly.
If the Company buys back its own shares without subsequently cancelling
them, this may have an impact on its taxable earnings if the shares are
then sold or transferred at a different price than their purchase price.
167
ASSYSTEM
FINANCIAL REPORT
2015