Cap Gemini - Registration Document 2016

268 / 330

CAP GEMINI AND ITS SHAREHOLDERS
5.4 Share buyback program
5
268 Registration Document 2016 — Capgemini
Share buyback program
Authorization to buy back the Company’s shares 5.4.1
September 30, 2016, and with Kepler Cheuvreux from October 3,
contract (entered into with Oddo Corporate Finance until
authorization was used in 2016 in connection with the liquidity
authorization granted to the Company to buy back its shares. This
The Ordinary Shareholders’ Meeting of May 18, 2016 renewed the
purchase by the Company of its own shares.
2016 onwards) and more generally as part of the continued
account balance comprised 150,000 treasury shares (0.09% of
share capital at December 31, 2016. At year-end, the liquidity
average price of €81.33 per share, representing 1.53% of the
period, 2,621,396 Cap Gemini S.A. shares were sold at an
of the share capital at December 31, 2016. During the same
S.A., at an average price of €81.12 per share, representing 1.57%
of 2,686,396 shares were purchased on behalf of Cap Gemini
the share capital) and approximately €9 million.
Gemini S.A. share and to allow regular quotations. In 2016, a total
The liquidity contract seeks to improve the liquidity of the Cap
various transactions described below:
2,879,357 of its own shares at December 31, 2016, following the
2016. Excluding the liquidity contract, the Company held
In addition, the Company continued to purchase its own shares in
per share;
capital as at December 31, 2016, at an average price of €81.18
purchase of 4,128,337 shares representing 2.41% of the share ◗
grant plan;
transfer of 468,276 shares to employees under the free share ◗
transfer of 344,392 shares to holders of redeemable share
◗
Cap Gemini S.A. share allotment rights in 2016;
subscription or purchase warrants (BSAAR) who exercised their
transfer of 640,184 shares to holders of ORNANE who ◗
exercised their conversion rights;
cancellation of 617,235 shares. ◗
totaled €902,862 in 2016.
Trading fees (excluding VAT) and the financial transaction tax
Company’s share capital were allocated as follows:
the 2,879,357 treasury shares representing 1.68% of the
At December 31, 2016, excluding the liquidity contract
1,461,712 shares for grant or sale to employees and/or ◗
corporate officers; and
1,417,645 shares to the objective of cancellation.
Finally, it is noted that during 2016 533,699 treasury shares
objective of cancellation.
rights attached to these securities were reallocated to the
access to the Company’s share capital on the exercise of the
previously allocated for grant to holders of securities granting
Shareholders’ Meeting on May 10, 2017
Description of the share buy-back program to be authorized by the 5.4.2
Pursuant to articles 241-1 et seq. of the Autorité des marchés
May 10, 2017.
subject to the authorization of the Shareholders’ Meeting on
the objectives and the terms of the share buy-back program
regulations, the purpose of this program description is to describe
financiers (AMF – the French financial market authority) general
buy-back program
of shareholders called to authorize the share
Legal framework – Date of the General Meeting
Code, and within the scope of the European Regulation
framework of articles L.225-209 et seq. of the French Commercial
This share buy-back program is taking place within the legal
regulation that may be substituted for it.
referred to as “Market Abuse” directive or any other European
application of the 2003/6/CE directive of January 28, 2003,
No. 2273/2003 of December 22, 2003 taken by way of
authorize the implementation of this share buy-back program.
The May 10, 2017 Shareholders’ Meeting will be offered to
general public, in accordance with the provisions of article 221-3
article 241-2 will be, as soon as practicable, made available to the
program description listed in §3, 4 and 5 of section I of
regulations, any change in the information contained in this
Pursuant to the provisions of article 241-2 II of the AMF general
the Company’s website:
of the AMF general regulations, notably by making it available on
Breakdown by objective of held shares
allocated as follows:
The 1,100,552 own shares held as at February 24, 2017 are
October 3, 2016;
way of a liquidity contract signed with Kepler Cheuvreux on
market or maintaining the liquidity of the Cap Gemini share by
138,340 shares to the objective of managing the secondary ◗
shares to employees and/or corporate officers.
962,212 shares to the objective of the allocation or sale of ◗
allocation of shares purchased
Objectives of the share buy-back program and
its own shares, with the following objectives:
Cap Gemini's intention is to make use of the possibility to acquire
corporate officers of the Company or a related company; or
option programs or other share allocations to employees or
implementation of any company or group savings plan (or similar
under the French statutory profit-sharing scheme or the
Commercial Code, the allocation or sale of shares to employees
the provisions of Articles L.225-197-1 et seq. of the French
particular with a view to the allocation of free shares pursuant to
officers (on the terms and by the methods provided by law), in
the allocation or sale of shares to employees and/or corporate ◗
travail), and generally, honoring all obligations relating to share
Articles L.3332-1 et seq. of the French Labor Code (Code du
plan) on the terms provided by law, in particular